30

                                      
                                      
                              CREDIT AGREEMENT
     
     
     
     THIS  CREDIT  AGREEMENT  (this "Agreement")  is  entered  into  as  of
December  29, 1995 between Maxtor Corporation, a Delaware corporation  (the
"Borrower"),  and Hyundai Electronics America (the "Lender"), a  California
corporation.
     
     Capitalized  terms  used in this Agreement and not  defined  elsewhere
herein shall have the meanings set forth in Section 8.
                                      
                            W I T N E S S E T H :
     
     WHEREAS,  the  Borrower, the Lender and Hyundai Acquisition,  Inc.,  a
Delaware  corporation and a wholly-owned subsidiary of the Lender  ("HAI"),
have  entered into that certain Agreement and Plan of Merger dated November
2,  1995 (the "Merger Agreement") pursuant to which HAI offered to purchase
any  and all outstanding shares of the common stock of the Borrower and  to
merge with the Borrower upon the terms and conditions set forth therein;
     
     WHEREAS, the Borrower has requested that the Lender loan funds to  the
Borrower for working capital purposes; and
     
     WHEREAS,  the  Lender  is  willing  to  advance  the  Borrower  up  to
$100,000,000 on a revolving basis for working capital purposes on the terms
set forth herein;
     
     NOW,  THEREFORE, in consideration of the premises and other  good  and
valuable  consideration, the receipt and sufficiency of  which  are  hereby
acknowledged, the Lender and the Borrower hereby agree as follows:

Section 1.  The Loans
     
     1.1  Revolving Loan Commitment.
       
       a.   The Commitment.  From time to time prior to the Maturity  Date,
the  Lender,  on  a  revolving basis, agrees to  provide  to  the  Borrower
advances in accordance with the terms and conditions of this Agreement (the
"Credit Facility").  The total principal amount of all advances outstanding
under  this  Agreement may not exceed at any one time One  Hundred  Million
Dollars  ($100,000,000.00).  Subject to the terms of  this  Agreement,  the
Borrower  may  borrow, repay and reborrow amounts loaned under  the  Credit
Facility.   The Borrower may, from time to time, deliver to the  Lender  in
the  form of Exhibit A hereto a request for loan in an amount not less than
$1,000,000  or  more than $30,000,000, in which shall be certified  certain
information as required thereby ("Request Certificate"); provided, however,
if  the  principal  amount remaining available for draw  under  the  Credit
Facility  is less than $1,000,000, then the Borrower may submit  a  Request
Certificate  to  the Lender only for the entire principal amount  remaining
available  for  draw  under the Credit Facility.   At  no  time  shall  the
Borrower  deliver a Request Certificate to the Lender more frequently  than
once a week.
       
       b.   Funding of Loans.  Within two (2) Business Days of oral  notice
by the Borrower of a request for an advance and within one (1) Business Day
of receipt by the Lender of a Request Certificate relating to such advance,
the  Lender shall determine in good faith the completeness and accuracy  of
the information set forth therein (such determination to be conclusive) and
shall, if such determination is favorable, remit to the Borrower the amount
specified therein (such advances being herein referred to individually as a
"Loan" and collectively as "Loans").
       
       c.   The  Note.  The Borrower shall execute and deliver to Lender  a
promissory  note in the form of Exhibit B hereto (the "Note").  The  Lender
is hereby authorized to reflect on the schedule to the Note each advance of
a Loan thereunder and the amounts indicated thereon shall be conclusive (in
the  absence  of  manifest  error) in determining  interest  and  principal
balances from time to time outstanding, as provided in the Note.
       
       d.   Interest Rate.  The outstanding principal balance of each  Loan
shall  bear interest at a fixed rate per annum equal to the sum of (i)  the
three-month LIBOR rate quoted in The Wall Street Journal on the date of the
making  of  the  Loan,  plus (ii) sixty-five (65) basis  points;  provided,
however,  at no time shall the rate of interest charged on any Loan  exceed
the  maximum  amount permitted by any applicable usury law.   All  interest
hereunder  shall be computed on the basis of a 360-day year.  Any principal
or  interest on any Loan which is not paid when due (whether as stated,  by
acceleration or otherwise) shall bear interest at a rate equal to  the  sum
of  the  interest rate for such Loan (as determined above) plus two hundred
(200) basis points.
       
       e.   Principal  and  Interest Payments.  The  outstanding  principal
balance and all accrued and unpaid interest under the Note shall become due
and payable on the earlier of (i) April 10, 1996, (ii) the date that is  90
days after the closing of the Merger (as that term is defined in the Merger
Agreement),  (iii) the date (whichever comes first) that any Person  (other
than  the  Lender or any of its Affiliates) shall (A) acquire ownership  or
control,  directly or indirectly, of more than 50% of the voting  power  of
the  Borrower, (B) merge with or into the Borrower, or (C) have transferred
to  it all or substantially all of the assets of the Borrower, or (iv)  the
date  of  the  termination of the Merger Agreement under Section  7.1(b)(i)
thereof  (the  earlier of all of such dates is herein called the  "Maturity
Date").   Prior to the Maturity Date, the Borrower may pay all or  part  of
the  outstanding principal balance of any Loan or Loans upon at  least  two
(2)  Business  Days'  oral  notice to the Lender  (which  notice  shall  be
immediately  confirmed in writing) in an amount not less  than  $1,000,000,
together  with payment of all accrued and unpaid interest on the  principal
amount so prepaid.  Said notice shall specify the Loan or Loans being  paid
down  and  such  notice, when given, shall be irrevocable  and  commit  the
Borrower to pay down the Loan or Loans as set forth in such notice.
       
       f.   Prepayment; Taxes.  All payments of principal and interest paid
or  accrued  in accordance with the provisions of this Agreement  shall  be
made  under the Note as set forth therein.  All payments in respect of this
Agreement  shall  be  made by the Borrower to the Lender  without  defense,
setoff  or counterclaim and free and clear of all present and future taxes,
levies,   imposts,  fees,  duties  and  withholdings  or  other  deductions
whatsoever, but excluding any taxes imposed on the net income of the Lender
(collectively,  "Taxes").  If any such Tax becomes payable  in  respect  of
this  Agreement or any amendment, modification, extension or renewal hereof
or thereof, the Borrower agrees to pay the same, together with any interest
or  penalties  assessed thereon, plus an amount which, after provision  for
such  Tax,  is necessary to yield and remit to the Lender payments  at  the
applicable  rate  set forth herein, and agrees to hold the Lender  harmless
with  respect thereto.  The Borrower shall provide evidence that  Taxes  in
respect  of  which indemnification is provided under this  Agreement  shall
have  been  paid to the appropriate taxing authorities by delivery  to  the
Lender  of  the official tax receipts or notarized copies of such  receipts
within 30 days after the payment of any such Tax.  If the Borrower fails to
make  any  such payments when due, the Borrower shall indemnify the  Lender
for any additions to Tax, interest or penalties that may become payable  by
the Lender as a result of any such failure.
       
       g.   Use  of Proceeds of Loans.  The proceeds of the Loans shall  be
used for working capital purposes for the Borrower and its Subsidiaries  as
specified in any Request Certificate delivered in connection with each such
Loan.   Without  limiting the foregoing sentence in any way,  the  Borrower
agrees that none of the proceeds of any Loan shall be used to pay down  any
Existing Debt (as defined in Section 2.12).
     
     1.2   Security.  The obligations of the Borrower to pay all sums  due,
and  to  do  all things and perform all obligations and agreements  of  any
nature  (whether  direct  or  contingent, liquidated  or  unliquidated,  or
otherwise), hereunder and under each of the Loan Documents, as the same may
be   amended,  modified,  extended  or  renewed  from  time  to  time  (the
"Obligations"), shall be secured by a first priority security  interest  in
all  of  the  accounts  receivable of the Borrower, as  evidenced  by  that
certain Security Agreement executed by Borrower and delivered to Lender  in
the form of Exhibit C hereto (the "Security Agreement").

Section 2.  Representations and Warranties
     
     The Borrower hereby makes the following representations and warranties
to  the  Lender on the date of this Agreement, on the date of each  Request
Certificate and on the date of the making of each Loan:
     
     2.1   Legal Status.  Each of the Borrower and its Subsidiaries is duly
organized,  validly existing and in good standing under  the  laws  of  the
jurisdiction of its organization and has all requisite corporate power  and
authority  and  all  necessary governmental approvals  to  own,  lease  and
operate its properties and to carry on its business as now being conducted,
except  where the failure to be so organized, existing and in good standing
or  to have such power, authority and governmental approvals would not have
a  Materially Adverse Effect.  The Borrower and each of its Subsidiaries is
duly  qualified  or  licensed to do business and in good  standing  in  all
jurisdictions  in which such qualification or licensing is required  or  in
which  the  failure  to  so  qualify or to be  so  licensed  could  have  a
Materially  Adverse Effect.  A list of all Subsidiaries of the Borrower  as
of the date hereof is set forth on Schedule 2.1.
     
     2.2   Authorization and Validity.  Each of the Loan Documents has been
duly  authorized,  and  upon  the execution and  delivery  thereof  by  the
Borrower  in  accordance  with  the  provisions  of  this  Agreement   will
constitute  legal,  valid and binding agreements  and  obligations  of  the
Borrower enforceable in accordance with their respective terms.
     
     2.3   Corporate  Powers;  No Violation.  The execution,  delivery  and
performance  by  the  Borrower  of each  of  the  Loan  Documents  and  the
consummation  of  the  transactions contemplated  thereby  are  within  the
Borrower's corporate powers and have been duly authorized by all  necessary
corporate  action,  and  do not (I) except as set forth  in  Schedule  2.3,
require  the consent or approval of any Person, (ii) violate any  provision
of  any law or regulation, (iii) contravene any provision of its charter or
by-laws,  or (iv) result in a breach of or constitute a default  under  any
contract,  obligation, indenture or other instrument to which the  Borrower
is  a party or by which the Borrower is or may be bound.  The Borrower  has
not  amended its Certificate of Incorporation or By-Laws since the date  of
the Merger Agreement.
     
     2.4   Litigation.  To the best of the Borrower's knowledge, except  as
set  forth  on  Schedule 2.4, there are no pending or  threatened  actions,
claims,  investigations,  suits  or  proceedings  before  any  governmental
authority,  court or administrative agency, including, without  limitation,
any  Environmental Action, which may (i) have a Materially Adverse  Effect,
or  (ii) affect the legality, validity or enforceability of any of the Loan
Documents.  Neither the Borrower nor any of its Subsidiaries is in  default
with  respect to any order, writ, injunction, decree or demand of any court
or other governmental or regulatory authority.
     
     2.5   Correctness  of Financial Statements.  The audited  Consolidated
financial statements of the Borrower dated for its fiscal year ended  March
25,  1995,  and  the  unaudited Consolidated financial  statements  of  the
Borrower  for the six months ended September 30, 1995, heretofore delivered
by  the Borrower to the Lender, are complete and correct and present fairly
and   accurately   the  financial  condition  of  the  Borrower   and   its
Subsidiaries, disclose all liabilities of the Borrower and its Subsidiaries
that  are  required  to  be reflected or reserved against  under  generally
accepted   accounting   principles   ("GAAP"),   whether   liquidated    or
unliquidated,  fixed  or contingent, and have been prepared  in  accordance
with  GAAP consistently applied.  Since September 30, 1995, there has  been
no change likely to cause any Materially Adverse Effect except as disclosed
in Schedule 2.5 hereto.
     
     2.6   Taxes.  All federal, state and other tax returns of the Borrower
and  its Subsidiaries required by law to be filed have been duly filed, and
all  taxes  and  other governmental charges or levies  upon  Borrower,  its
Subsidiaries  or  any of their respective properties, income,  profits  and
assets which are due and payable have been paid.  The charges, accruals and
reserves on the books of Borrower and its Subsidiaries in respect of  taxes
are  adequate.  The Borrower has paid all employment taxes required by law,
including without limitation, payroll taxes.
     
     2.7  No Subordination.  There is no agreement, indenture, contract  or
instrument to which the Borrower is a party or by which the Borrower may be
bound that requires the subordination in right of payment of any Obligation
of the Borrower.
     
     2.8   Permits,  Franchises.  Each of the Borrower and its Subsidiaries
possesses,   and   will   hereafter  possess,  all  permits,   memberships,
franchises,  contracts and licenses required to enable it  to  conduct  the
business  in which it is now engaged other than where failure to so  obtain
the same is not likely to have a Materially Adverse Effect.
     
     2.9  ERISA.
     
     
       
       a.   Compliance   Each  of the Borrower and its Subsidiaries  is  in
  compliance  in  all material respects with all applicable  provisions  of
  the   Employee  Retirement  Income  Security  Act  of  1974,  as  amended
  ("ERISA"),  and no ERISA Event has occurred or is reasonably expected  to
  occur with respect to any Plan covering the employees of the Borrower  or
  any of its Subsidiaries thereunder.
       
       b.   Funded  Current Liabilities.  As of the last  annual  actuarial
  valuation  date, the funded current liability percentage, as  defined  in
  Section  302(d)(8) of ERISA, of each Plan exceeds 90% and there has  been
  no  change  likely to cause any Materially Adverse Effect in the  funding
  status of any such Plan since such date.
       
       c.   Withdrawal Liability.  Neither Borrower nor any ERISA Affiliate
  has  incurred or is reasonably expected to incur any Withdrawal Liability
  to any Multiemployer Plan that has had or is reasonably likely to have  a
  Materially Adverse Effect.
       
       d.   Reorganization or Termination.  Neither Borrower nor any  ERISA
  Affiliate  has been notified by the sponsor of a Multiemployer Plan  that
  such  Multiemployer  Plan is in reorganization or  has  been  terminated,
  within  the meaning of Title IV of ERISA, and no such Multiemployer  Plan
  is  reasonably  expected to be in reorganization  or  to  be  terminated,
  within the meaning of Title IV of ERISA.
       
       e.   SFAS  106.   Except  as set forth in the  financial  statements
  referred  to in Section 2.5 and in Section 4.3, each of the Borrower  and
  its  Subsidiaries  has  no material liability with respect  to  "expected
  post  retirement benefit obligations" within the meaning of Statement  of
  Financial Accounting Standards No. 106.
     
     2.10   Other  Obligations.   Neither  the  Borrower  nor  any  of  its
Subsidiaries  is  in  default  on any Debt or  any  other  material  lease,
commitment, contract, instrument or obligation.
     
     2.11   Environmental Laws.  Each of the Borrower and its  Subsidiaries
is  in  compliance with all applicable Environmental Laws and Environmental
Permits,  except  where non-compliance would not have a Materially  Adverse
Effect.   The  Borrower is not aware that it or any of its Subsidiaries  is
under investigation by any local, state, federal or foreign agency designed
to enforce any Environmental Laws and Environmental Permits.  Any past non-
compliance by Borrower or its Subsidiaries with such Environmental Laws and
Environmental  Permits  has been resolved without  ongoing  obligations  or
costs,  and no circumstances exist that could be reasonably likely  to  (I)
form  the basis of an Environmental Action against the Borrower or  any  of
its  Subsidiaries or any of their properties that could have  a  Materially
Adverse  Effect,  or  (ii) cause any such property to  be  subject  to  any
restrictions  on  ownership, occupancy, use or  transferability  under  any
Environmental Law that could have a Materially Adverse Effect.
     
     2.12   Existing Debt.  Set forth on Schedule 2.12 hereto is a complete
and  correct list of all Debt of the Borrower and its Subsidiaries  to  any
Person  which  has a principal balance in excess of $100,000  or  borrowing
availability in excess of $500,000 (the "Existing Debt").
     
     2.13  Security Agreement Representations.  Each of the representations
and warranties of Borrower set forth in the Security Agreement are true and
correct on the date hereof.  Without limiting the foregoing in any way, (i)
there  are  no  Liens on any Collateral (as that term  is  defined  in  the
Security  Agreement)  except for Permitted Liens and  Liens  set  forth  on
Schedule  2.13 hereto and (ii) to the Borrower's knowledge,  there  are  no
Liens  on  any  other  property or assets of the Borrower  or  any  of  its
Subsidiaries  except for Permitted Liens and Liens set  forth  on  Schedule
2.13 hereto (collectively, "Existing Liens").

Section 3.  Conditions Precedent
     
     3.1  Initial Loan.  The obligation of the Lender hereunder to make the
initial Loan shall be subject to the satisfaction by the Borrower of all of
the following conditions precedent on or prior to the date hereof:
       
       a.   Approval  of  the  Lender's Counsel.   All  legal  matters  and
documentation incidental hereto shall be reasonably satisfactory to counsel
for the Lender.
       
       b.   The Note, Etc.  The Lender shall have received the Note and all
of the other Loan Documents, duly and validly executed by the Borrower.
       
       c.   Consents, Etc.  The Lender shall have received the  consent  of
all  Persons that are required for the making of the Loans to the Borrower,
the  incurrence of any of the Obligations by the Borrower or the incurrence
of  any Liens in connection therewith, with each such consent to be in form
and substance reasonably satisfactory to the Lender.
       
       d.   Resolutions, Etc.  The Lender shall have received an incumbency
certificate  of  persons authorized to execute the Loan Documents  for  the
Borrower and a copy of the resolutions authorizing, approving and ratifying
the  Loan  Documents and the transactions contemplated herein and  therein,
duly  adopted  by the Board of Directors of the Borrower, together  with  a
certificate of the Secretary of the Borrower, dated the date of the initial
Loan, that such copy is a true and correct copy of resolutions duly adopted
at  a  meeting,  or  by  the unanimous written consent,  of  the  Board  of
Directors of the Borrower and that such resolutions have not been modified,
amended,  rescinded or revoked in any respect and are  in  full  force  and
effect as of the date hereof.
       
       e.   Special Committee Approval.   The Lender shall have received  a
written  certification from the Borrower that the Loan  Documents  and  the
transactions  contemplated thereunder have been  approved  by  the  Special
Committee.
       
       f.   Legal  Opinion.   The  Lender shall  have  received  the  legal
opinion  of  counsel to the Borrower, dated as of the date of  the  initial
Loan, and addressed to the Lender in form and substance satisfactory to the
Lender and its counsel.
       
       g.   Perfected  Security  Interest.  The  Security  Agreement  shall
create  in favor of the Lender a valid, perfected security interest in  the
property  described therein or contemplated thereby, free of  Liens  except
for  Permitted  Liens and the Lender shall have received evidence  of  Lien
searches,  through  a  date satisfactory to the Lender,  showing  no  Liens
affecting  the  property  or assets covered thereby  other  than  Permitted
Liens.
       
       h.   Good  Standing Certificates.  The Borrower shall have delivered
to  the Lender good standing certificates, as of a recent date satisfactory
to the Lender, from California, Colorado and Delaware.
     
        i.   No  Action, Suit, Etc.  Other than set forth on Schedule  2.4,
there  shall exist no action, suit, investigation, litigation or proceeding
affecting  either  the  Borrower  or any of  its  Subsidiaries  pending  or
threatened  before  any court, governmental agency or arbitrator  that  (i)
could  be  reasonably likely to have a Materially Adverse Effect,  or  (ii)
purports  to  affect  the  legality, validity  or  enforceability  of  this
Agreement  or  any  other  Loan  Document  or  the  consummation   of   the
transactions contemplated hereby.
       
       j.   Other  Matters.   The  Lender shall  have  received  all  other
documents,  instruments,  agreements,  opinions,  certificates,   insurance
policies,  consents  and  evidences of other legal  matters,  in  form  and
substance  reasonably satisfactory to the Lender and its  counsel,  as  the
Lender may reasonably request.
     
     3.2   All Loans.  The obligations of the Lender hereunder to make  any
Loan  (including  the  initial  Loan)  shall  be  subject  to  the  further
satisfaction  by the Borrower of all of the following conditions  precedent
on or prior to the date hereof:
       
       a.   No Default.  No Default or Event of Default shall have occurred
and  be continuing, and the Borrower shall be in compliance with all of the
covenants contained in this Agreement.
       
       b.     Representations   and   Warranties   True.    Each   of   the
representations  and warranties contained in the Loan  Documents  shall  be
true  on  and  as  of the date of the making of such Loan  as  though  such
representations and warranties had been made on and as of such date (unless
such representation and warranty specifically relates to an earlier date).
       
       c.   Certificate.   The  Lender shall have  received  a  certificate
(which  may,  at the Borrower's option, be one of the Request Certificates)
of  an officer of the Borrower, dated the date of each Loan, that (I)  each
of  the  representations and warranties contained in the Loan Documents  is
true  and  correct on and as of the date thereof with the  same  force  and
effect  as if made on and as of such date; (ii) all Obligations, covenants,
agreements and conditions contained in the Loan Documents, to be  performed
or  satisfied  by  the Borrower on or prior to the date thereof  have  been
performed  or  satisfied  in all respects, (iii) except  as  set  forth  on
Schedule  2.5, there has been no Materially Adverse Effect since  September
30, 1995; and (d) no Default or Event of Default shall have occurred and be
continuing or shall exist.

Section 4.  Affirmative Covenants
     
     The Borrower covenants that so long as any Obligations of the Borrower
to the Lender under any of the Loan Documents remain outstanding, and until
final  payment or satisfaction in full of all indebtedness of the  Borrower
to  the  Lender  subject to this Agreement, the Borrower shall  (and  shall
cause its Subsidiaries to):
     
     4.1   Payment of Obligations and Performance of Covenants.  Make  full
and  timely payment of all Obligations as required under each of  the  Loan
Documents,  at  the  time  and place and in the manner  specified  therein,
including  without  limitation the Note, together with any  fees  or  other
liabilities  due  under any of the other Loan Documents at  the  times  and
place and in the manner specified therein.
     
     4.2   Accounting  Records.  Maintain adequate  books  and  records  in
accordance  with  GAAP  consistently applied, and  from  time  to  time  as
requested   by   the  Lender  upon  reasonable  prior  notice,   permit   a
representative of the Lender at any reasonable time to inspect,  audit  and
examine  such books and records, to make copies of the same and to  inspect
the properties of the Borrower.
     
     4.3   Financial  Statements  and Other  Information.  Furnish  to  the
Lenders:
       
       a.   Monthly  Financials.  As soon as available  and  in  any  event
within  20  days after the end of each monthly fiscal period,  Consolidated
and consolidating balance sheets of the Borrower and its Subsidiaries as of
the  end  of  such monthly fiscal period and Consolidated and consolidating
statements  of  income and cash flows of the Borrower and its  Subsidiaries
for the period commencing at the end of the previous fiscal year and ending
with the end of such monthly fiscal period, duly certified (subject to year-
end  audit  adjustments) by the chief financial officer of the Borrower  as
having been prepared in accordance with GAAP, provided that in the event of
any  change  in GAAP used in the preparation of such financial  statements,
the  Borrower  shall also provide a statement of reconciliation  conforming
such financial statements to GAAP;
       
       b.   Quarterly  Financials.  As soon as available and in  any  event
within  45 days after the end of each quarterly fiscal period, Consolidated
and consolidating balance sheets of the Borrower and its Subsidiaries as of
the  end of such quarterly fiscal period and Consolidated and consolidating
statements  of  income and cash flows of the Borrower and its  Subsidiaries
for the period commencing at the end of the previous fiscal year and ending
with  the  end of such quarterly fiscal period, duly certified (subject  to
year-end  audit adjustments) by the chief financial officer of the Borrower
as having been prepared in accordance with GAAP, provided that in the event
of any change in GAAP used in the preparation of such financial statements,
the  Borrower  shall also provide a statement of reconciliation  conforming
such financial statements to GAAP;
       
       c.   Annual  Financials.   As soon as available  and  in  any  event
within 90 days after the end of each fiscal year of the Borrower, a copy of
the   annual  audit  report  for  such  year  for  the  Borrower  and   its
Subsidiaries, containing Consolidated and consolidating balance  sheets  of
the  Borrower  and its Subsidiaries as of the end of such fiscal  year  and
Consolidated and consolidating statements of income and cash flows  of  the
Borrower  and  its  Subsidiaries  for  such  fiscal  year,  in  each   case
accompanied  by  an opinion acceptable to the Lender by independent  public
accountants reasonably acceptable to the Lender, provided that in the event
of any change in GAAP used in the preparation of such financial statements,
the  Borrower  shall also provide a statement of reconciliation  conforming
such financial statements to GAAP;
       
       d.   Default.  As soon as possible and in any event within five  (5)
days after any officer of the Borrower has knowledge of the occurrence of a
Default continuing on the date of such statement, a statement of the  chief
financial officer of the Borrower setting forth details of such Default and
the  action  that the Borrower has taken and proposes to take with  respect
thereto;
       
       e.   Filings,  etc.  Promptly after the sending or  filing  thereof,
copies of all reports and registration statements that the Borrower or  any
of  its Subsidiary files with the Securities and Exchange Commission or any
national securities exchange;
       
       f.   Proceedings.   Promptly after the commencement thereof,  notice
of  all  actions and proceedings before any court, governmental  agency  or
arbitrator  affecting the Borrower or any of its Subsidiaries of  the  type
described in Section 2.4;
       
       g.   ERISA  Event.   (i) Promptly and in any event  within  10  days
after the Borrower or any ERISA Affiliate knows or has reason to know  that
any ERISA Event has occurred, a statement of the chief financial officer of
the  Borrower describing such ERISA Event and the action, if any, that such
Borrower  or  such  ERISA Affiliate has taken and  proposes  to  take  with
respect  thereto,  and  (ii) on the date any records,  documents  or  other
information must be furnished to the PBGC with respect to any Plan pursuant
to   Section  4010  of  ERISA,  a  copy  of  such  records,  documents  and
information;
       
       h.   PBGC  Notices.  Promptly and in any event within  two  Business
Days  after receipt thereof by the Borrower or any ERISA Affiliate,  copies
of each notice from the PBGC stating its intention to terminate any Plan or
to have a trustee appointed to administer any Plan;
       
       i.   Funded  Current Liability Notices.  Promptly and in  any  event
within  30  days  after the receipt thereof by the Borrower  or  any  ERISA
Affiliate,  a copy of the annual actuarial report for each Plan the  funded
current liability percentage (as defined in Section 302(d)(8) of ERISA)  of
which  is less than 90% or the unfunded current liability or which  exceeds
$1,000,000;
       
       j.   Multiemployer Plan Notices.  Promptly and in any  event  within
five  Business  Days  after receipt thereof by the Borrower  or  any  ERISA
Affiliate  from the sponsor of a Multiemployer Plan, copies of each  notice
concerning  (I)  the  imposition  of  Withdrawal  Liability  by  any   such
Multiemployer  Plan,  (ii) the reorganization or  termination,  within  the
meaning of Title IV of ERISA, of any such Multiemployer Plan, or (iii)  the
amount  of liability incurred, or that may be incurred, by the Borrower  or
any ERISA Affiliate in connection with any event described in clause (i) or
(ii);
       
       k.    Environmental  Matters.   Promptly  after  the  assertion   or
occurrence thereof, notice of any Environmental Action against  or  of  any
noncompliance  by  the  Borrower  or  any  of  its  Subsidiaries  with  any
Environmental Law or Environmental Permit that could reasonably be expected
to have a Materially Adverse Effect; and
       
       l.   Other  Information.   Such  other  information  respecting  the
Borrower  or  any of its Subsidiaries as the Lender may from time  to  time
reasonably request.
     
     4.4   Existence;  Compliance  with Law.   Preserve  and  maintain  its
existence and all of its licenses, permits, governmental approvals, rights,
privileges  and franchises, conduct its business in an orderly and  regular
manner,  comply with the provisions of all documents pursuant to which  the
Borrower   is  organized  and/or  which  govern  the  Borrower's  continued
existence  and comply with the requirements of all applicable laws,  rules,
regulations, orders of any governmental authority and requirements for  the
maintenance  of  the Borrower's insurance, licenses, permits,  governmental
approvals,  rights, privileges and franchises, such compliance to  include,
without   limitation,  compliance  with  ERISA,  Environmental   Laws   and
Environmental Permits, except in each case where failure to do  so  is  not
likely to cause a Materially Adverse Effect.
     
     4.5  Insurance.  Maintain and keep in force insurance of the types and
in  amounts  customarily  carried  in lines  of  business  similar  to  the
Borrower's,  including but not limited to fire, extended  coverage,  public
liability,  property damage and workers' compensation, carried by  insurers
and  in  amounts reasonably satisfactory to the Lender and deliver  to  the
Lender  from  time to time at the Lender's request schedules setting  forth
all insurance then in effect.
     
     4.6   Facilities.   Keep  all of the Borrower's properties  useful  or
necessary to the Borrower's business in good repair and condition, and from
time  to time make necessary repairs, renewals and replacements thereto  so
that the Borrower's properties shall be fully and efficiently preserved and
maintained.
     
     4.7   Payment  of  Taxes  and Claims.  Pay and  discharge  all  taxes,
assessments and governmental charges or levies imposed upon it or upon  its
income or profits or upon any properties belonging to it prior to the  date
on  which  penalties  attach  thereto, and all  lawful  claims  for  labor,
materials  and supplies which, if unpaid, might become a Lien upon  any  of
its properties and timely file all information returns required by foreign,
federal,  state  or  local tax authorities to be filed  by  each  of  them;
provided,  however, that neither the Borrower nor any of  its  Subsidiaries
shall  be required to pay or discharge any such tax, assessment, charge  or
claim  that is being contested in good faith and by proper proceedings  and
as  to  which  appropriate cash reserves are being maintained,  unless  and
until  any  Lien resulting therefrom attaches to its property  and  becomes
enforceable against its other creditors.
     
     4.8   Transactions With Affiliates. Conduct all transactions otherwise
permitted  under the Loan Documents with any of their Affiliates  on  terms
that  are fair and reasonable and no less favorable to the Borrower or such
Subsidiary  than  it  would obtain in a comparable arms-length  transaction
with a Person not an Affiliate.

Section 5.  Negative Covenants
     
     The  Borrower further covenants that so long as any Obligations of the
Borrower  to the Lender under any of the Loan Documents remain outstanding,
and  until final payment in full or satisfaction of all indebtedness of the
Borrower  to the Lender subject to this Agreement, the Borrower  shall  not
(and  shall not permit its Subsidiaries to), without prior written  consent
of the Lender:
     
     5.1   Additional Debt. Create, incur, assume or suffer  to  exist,  or
permit any of its Subsidiaries to create, incur, assume or suffer to exist,
any Debt other than:
       
       a.  Subordinated.  in the case of the Borrower, Subordinated Debt;
       
       b.   Subsidiaries. in the case of any of its Subsidiaries, Debt owed
to the Borrower or to a wholly-owned Subsidiary of the Borrower; and
       
       c.    Other.   in  the  case  of  the  Borrower  and  any   of   its
Subsidiaries,
     
         (i) Debt under the Loan Documents,
     
         (ii) Capitalized Leases not to exceed in the aggregate $10,000,000
at any time outstanding,
     
        (iii) the Existing Debt and any Debt extending the maturity of,  or
refunding or refinancing, in whole or in part, any Existing Debt,  provided
that the terms of any such extending, refunding or refinancing Debt, and of
any  agreement  entered  into and of any instrument  issued  in  connection
therewith,  are  otherwise permitted by the Loan  Documents,  and  provided
further  that  the  principal amount of such Existing  Debt  shall  not  be
increased above the principal amount thereof outstanding immediately  prior
to  such extension, refunding or refinancing, and the direct and contingent
obligors  therefor shall not be changed, as a result of  or  in  connection
with such extension, refunding or refinancing.
     
        iv) endorsement of negotiable instruments for deposit or collection
or similar transactions in the ordinary course of business, and
     
         (v)  other Debt the aggregate principal amount of which,  together
with the aggregate indebtedness secured by the Liens referred to in Section
5.2(b),  shall  not  exceed  $35,000,000  in  the  aggregate  at  any  time
outstanding.
     
     5.2   Liens.  Create  or  suffer  to  exist,  or  permit  any  of  its
Subsidiaries to create or suffer to exist, any Lien on or with  respect  to
any  of its properties, whether now owned or hereafter acquired, or assign,
or  permit any of its Subsidiaries to assign, any right to receive  income,
other than:
       
       a.    Permitted.  Permitted Liens.
       
       b.   Purchase  Money.   Purchase money Liens upon  or  in  any  real
property or equipment acquired or held by the Borrower or any Subsidiary in
the  ordinary  course  of  business to secure the purchase  price  of  such
property or equipment or to secure Debt incurred solely for the purpose  of
financing the acquisition of such property or equipment, or Liens  existing
on  such  property or equipment at the time of its acquisition (other  than
any  such Liens created in contemplation of such acquisition that were  not
incurred  to  finance  the  acquisition of such  property)  or  extensions,
renewals  or replacements of any of the foregoing for the same or a  lesser
amount,  or Liens of a lessor under an operating lease, provided,  however,
that  no such Lien shall extend to or cover any properties of any character
other  than  the  real  property or equipment being  extended,  renewed  or
replaced,  provided  further that the aggregate  principal  amount  of  the
indebtedness secured by the Liens referred to in this clause  (b)  and  the
Debt  incurred  in  connection  with Section  5.1(c)(v)  shall  not  exceed
$35,000,000 in the aggregate at any time outstanding.
       
       c.   Existing.  The Existing Liens, except that the Lien of the  CIT
Group,  Inc. in the assets of the Borrower may remain in place  until,  but
shall have been released by, the date of the making of the initial Loan.
     
     5.3   Transfer  of  Assets, Etc. Make any substantial  change  in  the
nature  of the Borrower's business or acquire all or substantially  all  of
the assets of any Person.
     
     5.4   Loans; Advances; Investments.  Make or commit to make any  loans
or  other  advances to or investments of any kind in any Person;  provided,
however,  that  the Borrower may make intercompany loans to any  Subsidiary
that  is a wholly-owned Subsidiary (i) solely for working capital purposes,
and (ii) on terms and in amounts consistent with past practice.
     
     5.5  Distributions.  Declare or pay any distribution either in cash or
any  other  property  of the Borrower to any of its stockholders  or  other
security holders (except that a wholly-owned Subsidiary of the Borrower may
make such a distribution solely to the Borrower).
     
     5.6   Regulations  G,  T  and  U.  Use  the  proceeds  of  any  credit
accommodation hereunder, directly or indirectly, to purchase or  carry  any
margin stock (within the meaning of Regulations G, T and U of the Board  of
Governors of the Federal Reserve System) or extend credit to others for the
purpose  of  purchasing  or carrying, directly or  indirectly,  any  margin
stock.
     
     5.7   Accounting  Changes.   Make or permit,  or  permit  any  of  its
Subsidiaries  to,  make  or  permit any change in  accounting  policies  or
reporting practices, except as required or permitted by GAAP.

Section 6.  Events of Default.
     
     6.1   Events of Default.  The occurrence of any of the following shall
constitute  an  "Event  of  Default" under  this  Agreement,  whether  such
occurrence shall be voluntary or involuntary, or come about or be  effected
by operation of law or otherwise:
       
       a.   Payment.   The  Borrower shall fail to  pay  any  principal  or
interest  under  any of the Loan Documents within two Business  Days  after
such payment is due and payable.
       
       b.   Representations, etc.  Any representation or warranty  made  by
the  Borrower  under  any of the Loan Documents shall prove  to  have  been
materially incorrect in any respect when made.
       
       c.   Covenants.   (i)  The Borrower shall fail to perform or observe
any Obligation, term, covenant or agreement contained in Sections 5.1, 5.2,
5.3, 5.4 or 5.5, or (ii) the Borrower shall fail to perform or observe  any
other  term,  covenant or agreement contained in any Loan Document  on  its
part  to  be performed or observed (other than set forth in Section 6.1(a))
if  such  failure shall remain unremedied for 15 days after written  notice
thereof  shall  have  been given to the  Borrower  by  the  Lender  or  its
designated agent or representative;
       
       d.   Cross-Default.   The Borrower or any of its Subsidiaries  shall
fail  to  pay any principal of or premium or interest on any Debt  that  is
outstanding in a principal or notional amount of at least $5,000,000 in the
aggregate  (but  excluding Debt outstanding hereunder) of the  Borrower  or
such Subsidiary (as the case may be), when the same becomes due and payable
(whether  by scheduled maturity, required prepayment, acceleration,  demand
or  otherwise), and such failure shall continue after the applicable  grace
period,  if any, specified in the agreement or instrument relating to  such
Debt;  or  any other event shall occur or condition shall exist  under  any
agreement or instrument relating to any such Debt and shall continue  after
the  applicable  grace  period,  if any, specified  in  such  agreement  or
instrument,  if the effect of such event or condition is to accelerate,  or
to  permit the acceleration of, the maturity of such Debt; or any such Debt
shall  be  declared to be due and payable, or required  to  be  prepaid  or
redeemed  (other  than  by  a regularly scheduled  required  prepayment  or
redemption), purchased or defeased, or an offer to prepay, redeem, purchase
or  defease such Debt shall be required to be made, in each case  prior  to
the stated maturity thereof; or
       
       e.   Insolvency, etc.  The Borrower or any of its Subsidiaries shall
generally  not  pay its debts as such debts become due, or shall  admit  in
writing  its inability to pay its debts generally, or shall make a  general
assignment  for  the  benefit  of creditors; or  any  proceeding  shall  be
instituted by or against either Borrower or any of its Subsidiaries seeking
to  adjudicate it a bankrupt or insolvent, or seeking liquidation,  winding
up,   reorganization,  arrangement,  adjustment,  protection,   relief   or
composition  of  it  or  its debts under any law  relating  to  bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry  of
an order for relief or the appointment of a receiver, trustee, custodian or
other  similar official for it or for any substantial part of its  property
and,  in  the  case of any such proceeding instituted against it  (but  not
instituted  by  it),  either such proceeding shall  remain  undismissed  or
unstayed  for  a  period of 30 days, or any of the actions sought  in  such
proceeding (including, without limitation, the entry of an order for relief
against,  or  the  appointment of a receiver, trustee, custodian  or  other
similar official for, it or for any substantial part of its property) shall
occur;  or  either  Borrower  or any of its  Subsidiaries  shall  take  any
corporate  action to authorize any of the actions set forth above  in  this
Section 6.1(e); or
       
       f.   Judgments.  Any judgment or order for the payment of  money  in
excess  of $5,000,000 shall be rendered against the Borrower and/or any  of
its  Subsidiaries and either (I) enforcement proceedings  shall  have  been
commenced by any creditor upon such judgment or order, or (ii) there  shall
be  any  period  of 10 consecutive days during which such judgment  remains
unsatisfied and a stay of enforcement of such judgment or order, by  reason
of a pending appeal or otherwise, shall not be in effect; or
       
       g.   ERISA Event.  Any ERISA Event shall have occurred with  respect
to  a  Plan  and the sum (determined as of the date of occurrence  of  such
ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any
and  all  other  Plans  with respect to which an  ERISA  Event  shall  have
occurred  and  then exist (or the liability of the Borrower and  the  ERISA
Affiliates related to such ERISA Event) exceeds $5,000,000; or
       
       h.   Withdrawal  Liability.  Either Borrower or any ERISA  Affiliate
shall have been notified by the sponsor of a Multiemployer Plan that it has
incurred Withdrawal Liability to such Multiemployer Plan in an amount that,
when aggregated with all other amounts required to be paid to Multiemployer
Plans  by  the  Borrower and the ERISA Affiliates as  Withdrawal  Liability
(determined  as  of the date of such notification), exceeds  $5,000,000  or
requires payments exceeding $1,250,000 per annum; or
       
       i.   Reorganization, etc. of Multiemployer Plan.  Either Borrower or
any  ERISA  Affiliate  shall  have  been  notified  by  the  sponsor  of  a
Multiemployer Plan that such Multiemployer Plan is in reorganization or  is
being  terminated, within the meaning of Title IV of ERISA, and as a result
of such reorganization or termination the aggregate annual contributions of
the  Borrower and the ERISA affiliates to all Multiemployer Plans that  are
then  in  reorganization or being terminated have been or will be increased
over the amounts contributed to such Multiemployer Plans for the plan years
of  such  Multiemployer Plans immediately preceding the plan year in  which
such   reorganization  or  termination  occurs  by  an   amount   exceeding
$1,250,000;
       
       j.   Dissolution,  etc.   The  dissolution  or  liquidation  of  the
Borrower  or  any  of its Subsidiaries, or the Borrower shall  take  action
seeking  to  effect the dissolution or liquidation of the Borrower  or  its
Subsidiaries  or any of the Borrower's Subsidiaries seeks to withdraw  from
the Borrower;

then, and in any such event, the Lender may (i) upon notice to the
Borrower, have no obligation to make further Loans to the Borrower
regardless of whether a Request Certificate has been submitted therefor
(except in the case of the occurrence of an Event of Default under Section
6.1(e), then the obligation of the Lender to make further Loans to the
Borrowers shall automatically be terminated), (ii) upon notice to the
Borrower, declare the Notes, all interest thereon and all other amounts
payable under this Agreement and the other Loan Documents to become
immediately due and payable, whereupon the Notes, all such interest and all
such amounts shall become and be forthwith due and payable (except in the
case of the occurrence of an Event of Default under Section 6.1(e), then
the Notes, all interest thereon and all other amounts payable under this
Agreement and the other Loan Documents shall automatically become
immediately due and payable), without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by the
Borrower, and (iii) have all rights, powers and remedies available to
Lender under each of the Loan Documents, or accorded by law, including,
without limitation, the right to resort to any or all security subject
hereto and to exercise any or all of the rights of a beneficiary or secured
party pursuant to applicable law and the right to effect setoff against any
Obligations of the Borrower outstanding of any and all fees or payments due
and owing from time to time by the Lender or its Affiliates to the
Borrower.  All rights, powers and remedies of the Lender may be exercised
at any time by the Lender and from time to time after the occurrence of any
Event of Default. All rights, powers and remedies of the Lender in
connection with each of the Loan Documents are cumulative and not exclusive
and shall be in addition to any other rights, powers or remedies provided
by law or equity.

Section 7.  General
     
     7.1  No Waiver.  No delay, failure or discontinuance of the Lender, or
any holder of any promissory note or other evidence of indebtedness subject
hereto,  in  exercising any right, power or remedy under any  of  the  Loan
Documents  shall  affect or operate as a waiver of  such  right,  power  or
remedy;  nor shall any single or partial exercise of any such right,  power
or remedy preclude, waive or otherwise affect any other or further exercise
thereof  or the exercise of any other right, power or remedy.  Any  waiver,
permit, consent or approval of any kind by the Lender of any breach  of  or
default  under any of the Loan Documents must be in writing  and  shall  be
effective only to the extent set forth in such writing.
     
     7.2  Notices.  All notices, requests and demands given to or made upon
any  party hereto must be in writing and shall be deemed to have been given
or  made when personally delivered or sent via telecopier with answer  back
received  or two (2) days after any of the same are deposited in  the  U.S.
mail, air mail and postage prepaid, addressed as follows:

                Borrower:       Maxtor Corporation

                                River Oaks Parkway

                                San Jose, CA  95134

                                Attn: Ms. Melonie Brophy

                                      Vice President of Finance & Treasurer

               with a copy to:  Maxtor Corporation

                                2190 Miller Drive

                                Longmont, CO  80501

                                Attn: Glenn Stevens, Esq.

                                      General Counsel

               Lender:         Hyundai Electronics America
                               510 Cottonwood Drive
                               Milpitas, California  95035
                               Attn:  Mr. David P. Eichler
                                      Senior Vice President of
                                      Finance & Administration

or to such other address or addresses as any party may designate by written
notice to all other parties.
     
     7.3   Successors: Assignment.  This Agreement shall be binding on  and
inure  to  the  benefit  of  the  heirs, executors,  administrators,  legal
representatives, successors and assigns of the parties; provided,  however,
that  this Agreement may not be assigned by the Borrower without the  prior
written  consent of the Lender.  Any purported assignment in  violation  of
the foregoing prohibition on assignment shall be null and void.  The Lender
reserves  the right, subject to the Borrower's approval (such approval  not
to  be unreasonably withheld, and except that no approval shall be required
for  any  assignment or transfer to any Affiliate of the Lender)  to  sell,
assign, transfer, negotiate or grant participation in all or any part of or
any  interest in the Lender's rights and benefits under each  of  the  Loan
Documents.   In  connection therewith, the Lender may  disclose,  under  an
appropriate  nondisclosure agreement, all documents and  information  which
the Lender now has or may hereafter acquire relating to credit extended  by
the  Lender  to the Borrower or its businesses, or any collateral  required
hereunder.
     
     7.4   Entire Agreement; Amendment.  This Agreement and each  other  of
the  Loan  Documents constitutes the entire agreement between the  Borrower
and the Lender with respect to any extension of credit by the Lender to the
Borrower  and supersede all prior negotiations, communications, discussions
and  correspondence concerning the subject matter hereof and  thereof,  and
may  be  amended or modified only by a written instrument executed by  each
party hereto and thereto.
     
     7.5   Counterparts.  This Agreement may be executed  in  one  or  more
counterparts, each of which shall be deemed an original but  all  of  which
together shall constitute one and the same instrument.
     
     7.6   Time.  Time is of the essence of each and every provision of the
Loan Documents.
     
     7.7   Severability of Provisions.  If any provision of this  Agreement
shall  be  prohibited  by or invalid under applicable law,  such  provision
shall  be  ineffective only to the extent of such prohibition or invalidity
without  invalidating  the  remainder of such provision  or  any  remaining
provisions of this Agreement.
     
     7.8  Governing Law.  This Agreement shall be governed by and construed
in  accordance  with  the laws of the State of California,  without  giving
effect to conflict of laws principles.
     
     7.9   Arbitration.  Any action, claim or controversy arising  out  of,
related to or in connection with this Agreement, the Note or any other Loan
Document shall be submitted to arbitration in San Jose, California,  before
a  single arbitrator in accordance with the Commercial Rules of Arbitration
of  the  American Arbitration Association.  The costs and expenses of  such
arbitration,  including,  without  limitation,  the  compensation  of   the
arbitrator and any stenographer employed by such arbitrator, shall be borne
by  the  party  against whom the arbitrator renders a  decision  as  herein
provided.   In  addition, the party against whom the arbitrator  renders  a
decision  shall  be  liable for the attorneys' fees  and  expenses  of  the
prevailing  party.   The  decision of the arbitrator  shall  be  final  and
binding  upon  the  parties and may be enforced in any court  of  competent
jurisdiction.
     
     7.10   Further Assurances.  At any time or from time to time upon  the
Lender's  request,  the  Borrower will execute  and  deliver  such  further
documents  and  do such other acts and things as the Lender may  reasonably
request  in  order to effect fully the purposes of this Agreement  and  the
other  Loan  Documents and to provide for the payment  of  any  Loans  made
hereunder  and interest thereon in accordance with the terms  of  the  Loan
Documents.
     
     7.11  Expenses.  The Borrower shall reimburse the Lender on demand for
50%  of  the  reasonable fees and expenses of the Lender's counsel  in  the
negotiation, preparation and closing of the Loan Documents.  If there shall
occur  an  Event  of  Default, all such reasonable  out-of-pocket  expenses
incurred  by  the Lender (including fees and disbursements of  counsel)  in
connection  with such Event of Default and collection and other enforcement
proceedings (including bankruptcy proceedings) resulting therefrom shall be
paid  by the Borrower, whether or not suit is actually commenced to  obtain
any  relief  provided hereunder; provided, however, that in any  action  on
this  Agreement or any other Loan Documents, the parties who are determined
to  be  the  prevailing party thereon, whether such party or  parties  have
instituted the action, shall be entitled to reasonable attorneys'  fees  in
addition to other costs and any other relief to which such party or parties
may be entitled.
     
     7.12   Currency.  All currency expressed under this Agreement  are  in
U.S. Dollars.

Section 8.  Definitions.
     
     "Affiliate" means with respect to the Borrower, any other Person  that
directly  or  indirectly controls, is controlled by or is under  direct  or
indirect common control with the Borrower; provided, however, that  neither
the  Lender  nor any of its Affiliates is an Affiliate of the  Borrower  or
vice-versa.
     
     "Business Day" shall mean any day other than a Saturday, Sunday  or  a
day  on  which  commercial banks are permitted or authorized  to  close  in
California by law.
     
     "Capitalized Leases" means all leases that have been or should be,  in
accordance with GAAP, recorded as capitalized leases.

      "Consolidated" means the consolidation of accounts in accordance with
GAAP.
     
     "Debt"  of any Person means, without duplication, (a) all indebtedness
of  such Person for borrowed money, (b) all obligations of such Person  for
the deferred purchase price of property or services, (c) all obligations of
such  Person  evidenced  by  notes,  bonds,  debentures  or  other  similar
instruments,  (d) all obligations of such Person created or  arising  under
any  conditional  sale or other title retention agreement with  respect  to
property  acquired by such Person (even though the rights and  remedies  of
the  seller  or  lender under such agreement in the event  of  default  are
limited  to repossession or sale of such property), (e) all obligations  of
such  Person  as  lessee  under Capitalized Leases,  (f)  all  obligations,
contingent or otherwise, of such Person in respect of acceptances,  letters
of  credit or similar extensions of credit, (g) all Debt of others referred
to in clauses (a) through (f) above or clause (h) below guaranteed directly
or  indirectly  in  any  manner by such Person,  or  in  effect  guaranteed
directly  or indirectly by such Person through an agreement (1) to  pay  or
purchase  such  Debt  or  to advance or supply funds  for  the  payment  or
purchase of such Debt, (2) to purchase, sell or lease (as lessee or lessor)
property,  or  to purchase or sell services, primarily for the  purpose  of
enabling the debtor to make payment of such Debt or to assure the holder of
such  Debt  against  loss, (3) to supply funds to or in  any  other  manner
invest  in  the  debtor (including any agreement to  pay  for  property  or
services irrespective of whether such property is received or such services
are  rendered) or (4) otherwise to assure a creditor against loss, and  (h)
all  Debt referred to in clauses (a) through (g) above secured by  (or  for
which  the  holder  of  such  Debt  has an existing  right,  contingent  or
otherwise,  to  be  secured  by) any Lien on property  (including,  without
limitation, accounts and contract rights) owned by such Person, even though
such Person has not assumed or become liable for the payment of such Debt.

    "Default" means any Event of Default or any event that would constitute
an  Event of Default but for the requirement that notice be given  or  time
elapse or both.

     "Environmental Action" means any action, suit, demand, demand  letter,
claim,  notice  of  non-compliance or violation,  notice  of  liability  or
potential  liability, investigation, proceeding, consent order  or  consent
agreement  relating  in  any  way to any Environmental  Law,  Environmental
Permit  or Hazardous Materials or arising from alleged injury or threat  of
injury to health, safety or the environment, including, without limitation,
(a)  by  any governmental or regulatory authority for enforcement, cleanup,
removal,  response, remedial or other actions or damages  and  (b)  by  any
governmental  or  regulatory  authority or any  third  party  for  damages,
contribution,  indemnification, cost recovery, compensation  or  injunctive
relief.
     
     "Environmental  Law"  means  any  federal,  state,  local  or  foreign
statute, law, ordinance, rule, regulation, code, order, judgment, decree or
judicial or agency interpretation, policy or guidance relating to pollution
or  protection  of  the environment, health, safety or  natural  resources,
including,  without  limitation,  those  relating  to  the  use,  handling,
transportation,  treatment,  storage, disposal,  release  or  discharge  of
Hazardous Materials.
     
     "Environmental  Permits"  means any permit,  approval,  identification
number,  license  or other authorization required under  any  Environmental
Law.
     
     "ERISA  Affiliate" means any Person that for purposes of Title  IV  of
ERISA  is a member of Borrower's controlled group, or under common  control
with  Borrower,  within the meaning of Section 414 of the Internal  Revenue
Code.

    "ERISA Event" means (a) (i) the occurrence of a reportable event within
the  meaning of Section 4043 of ERISA, with respect to any Plan unless  the
30-day notice requirement with respect to such event has been waived by the
PBGC,  or  (ii)  the requirements of subsection (1) of Section  4043(b)  of
ERISA  (without regard to subsection (2) of such Section) are  met  with  a
contributing  sponsor, as defined in Section 4001(a)(13)  of  ERISA,  of  a
Plan,  and an event described in paragraph (9), (10) (11), (12) or (13)  of
Section  4043(c) of ERISA is reasonably expected to occur with  respect  to
such  Plan within the following 30 days; (b) the application for a  minimum
funding  waiver  with  respect  to  a  Plan;  (c)  the  provision  by   the
administrator  of  any Plan of a notice of intent to  terminate  such  Plan
pursuant  to  Section 4041(a)(2) of ERISA (including any such  notice  with
respect  to a plan amendment referred to in Section 4041(e) of ERISA);  (d)
the  cessation  of operations at a facility of the Borrower  or  any  ERISA
Affiliate  in the circumstances described in Section 4062(e) of ERISA;  (e)
the  withdrawal  by  the Borrower or any ERISA Affiliate  from  a  Multiple
Employer  Plan during a plan year for which it was a substantial  employer,
as  defined  in  Section 4001(a)(2) of ERISA; (f) the  conditions  for  the
imposition of a lien under Section 302(f) of ERISA shall have been met with
respect  to any Plan; (g) the adoption of an amendment to a Plan  requiring
the provision of security to such Plan pursuant to Section 307 of ERISA; or
(h) the institution by the PBGC of proceedings to terminate a Plan pursuant
to  Section  4042  of  ERISA, or the occurrence of any event  or  condition
described  in  Section  4042  of  ERISA that  constitutes  ground  for  the
termination of, or the appointment of a trustee to administer, a Plan.
     
     "Hazardous  Materials"  means (a) petroleum  and  petroleum  products,
byproducts   or   breakdown  products,  radioactive  materials,   asbestos-
containing materials, polychlorinated biphenyls and radon gas and  (b)  any
other   chemicals,  materials  or  substances  designated,  classified   or
regulated as hazardous or toxic or as a pollutant or contaminant under  any
Environmental Law.
     
     "Insufficiency" means, with respect to any Plan, the amount,  if  any,
of  its unfunded benefit liabilities, as defined in Section 4001(a)(18)  of
ERISA.
     
     "Internal  Revenue Code" means the Internal Revenue Code of  1986,  as
amended  from  time  to time, and the regulations promulgated  and  rulings
issued thereunder.

    "Lien" means any lien, security interest or other charge or encumbrance
of  any  kind,  or  any other type of preferential arrangement,  including,
without  limitation, the lien or retained security title of  a  conditional
vendor and any easement, right of way or other encumbrance on title to real
property.
     
     "Loan  Documents"  means this Agreement and any and all  documents  or
agreements  heretofore or hereafter entered into by or for the  benefit  of
the  Borrower in favor of the Lender or any of its Affiliates in connection
herewith or therewith, including, without limitation, the Note, the Request
Certificates  and the Security Agreement.  The term "Loan Documents"  shall
not include the Merger Agreement.
     
     "Materially Adverse Effect" means materially adverse to the  condition
(financial  or  other),  results  of operations,  performance,  properties,
obligations, liabilities, operations, business or prospects of the Borrower
and its Subsidiaries, taken as a whole.
     
     "MultiEmployer Plan" means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate is making
or  accruing an obligation to make contributions, or has within any of  the
preceding five years made or accrued an obligation to make contributions.
     
     "Multiple  Employer Plan" means a single employer plan, as defined  in
Section  4001(a)(15)  of  ERISA, that (a) is maintained  for  employees  of
Borrower  or  any ERISA Affiliate and at least one Person  other  than  the
Borrower  and the ERISA Affiliates or (b) was so maintained and in  respect
of which Borrower or any ERISA Affiliate could have liability under Section
4064  or  4069  of ERISA  in the event such plan has been  or  were  to  be
terminated.

     "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation  (or   any
successor).
     
     "Permitted  Liens"  means  such  of  the  following  as  to  which  no
enforcement,  collection, execution, levy or foreclosure  proceeding  shall
have  been  commenced:  (a)  Lien for taxes, assessments  and  governmental
charges  or levies to the extent not required to be paid under Section  4.7
hereof;  (b)  Liens  imposed  by  law, such as  materialmen's,  mechanics',
carriers', workmen's and repairmen's Liens and other similar Liens  arising
in  the  ordinary  course  of business securing obligations  that  are  not
overdue  for  a  period of more than 30 days; (c) pledges  or  deposits  to
secure  obligations under workers' compensation laws or similar legislation
or  to secure public or statutory obligations; (d) easements, rights of way
and  other encumbrances on title to real property that do not render  title
to  the  property  encumbered thereby unmarketable or materially  adversely
affect  the  use  of  such  property for its present  purposes;  (e)  Liens
consisting  of  judgment or judicial attachment liens,  provided  that  the
enforcement  of such Liens is effectively stayed; (f) Liens  on  assets  of
corporations  that  become Subsidiaries after the date of  this  Agreement,
provided,  however,  that  such Liens existed at the  time  the  respective
corporations  became  Subsidiaries and were  not  created  in  anticipation
thereof or in connection with the creation of such Subsidiaries; (g)  Liens
securing   Capitalized  Lease  obligations  on  assets  subject   to   such
Capitalized  Leases,  provided that such Capitalized Leases  are  permitted
under  subsection  5.1(c)(ii); (h) Liens arising solely by  virtue  of  any
statutory  or common law provisions relating to banker's liens,  rights  of
set-off  or  similar rights and remedies as to deposit  accounts  or  other
funds maintained with a creditor depository institution, provided that  (i)
such deposit account is not a dedicated cash collateral account and is  not
subject  to restrictions against access by the Borrower in excess of  those
set forth by regulations promulgated by the Federal Reserve Board, and (ii)
such  deposit  account  is  not intended by the  Borrower  or  any  of  its
Subsidiaries to provide collateral to the depository institution.
     
     "Person"  means an individual, partnership, corporation  (including  a
business  trust),  joint stock company, trust, unincorporated  association,
joint  venture, limited liability company or other entity, or a  government
or any political subdivision or agency thereof.
     
     "Plan" means a Single Employer Plan or a Multiple Employer Plan.
     
     "Single  Employer Plan" means a single employer plan,  as  defined  in
Section 4001(a)(15) of ERISA, that (a) is maintained for employees  of  the
Borrower or any ERISA Affiliate and no Person other than Borrower  and  the
ERISA Affiliates, or (b) was so maintained and in respect of which Borrower
or  any ERISA Affiliate could have liability under Section 4069 of ERISA in
the event such plan has been or were to be terminated.

    "Subordinated Debt" means any Debt of the Borrower that is subordinated
to  the  Obligations of the Borrower under the Loan Documents on, and  that
otherwise contains, terms and conditions satisfactory to the Lenders.
     
     "Subsidiary"  of any Person means any corporation, partnership,  joint
venture, limited liability company, trust or estate of which (or in  which)
more  than  50%  of  (a)  the issued and outstanding capital  stock  having
ordinary voting power to elect a majority of the Board of Directors of such
corporation (irrespective of whether at the time capital stock of any other
class or classes of such corporation shall or might have voting power  upon
the  occurrence  of any contingency), (b) the interest in  the  capital  or
profits of such limited liability company, partnership or joint venture  or
(c) the beneficial interest in such trust or estate is at the time directly
or indirectly owned or controlled by such Person, by such Person and one or
more  of  its  other Subsidiaries or by one or more of such person's  other
Subsidiaries.
     
     "Withdrawal Liability" has the meaning specified in Part I of Subtitle
E of Title IV of ERISA.
     
     IN  WITNESS  WHEREOF,  the  parties hereto  have  caused  this  Credit
Agreement  to be duly executed and delivered as of the day and  year  first
written above.
                              
                              
                              MAXTOR CORPORATION
                              
                              
                              By:
                              
                              
                                 --------------------------------
                              
                              
                                 Name:
                              
                              
                                 Title:
                              
                              
                              HYUNDAI ELECTRONICS AMERICA
                              
                              
                              By:
                              
                              
                                 --------------------------------
                              
                              
                                 Name:
                              
                              
                                 Title:
                                      
                                      
                                      
                              List of Exhibits

Exhibit A - Request Certificate

Exhibit B - Note

Exhibit C - Security Agreement
                                      
                                      
                                      
                              List of Schedules

Schedule 2.1  - Subsidiaries

Schedule 2.3  - Required Consents

Schedule 2.4  - Litigation

Schedule 2.5  - Materially Adverse Changes

Schedule 2.12 - Existing Debt

Schedule 2.13 - Existing Liens
     
     
     
     
                                      
                               PROMISSORY NOTE
                                      

$100,000,000                                        January 5, 1996

     
     FOR  VALUE  RECEIVED,  the undersigned, MAXTOR CORPORATION,  a  Delaware
corporation (the "Company"), hereby promises to pay to the order  of  HYUNDAI
ELECTRONICS AMERICA, a California corporation (the "Lender"), at  the  office
of  the  Lender at 510 Cottonwood Drive, Milpitas, California 95035, or  such
other  address of the Lender as the Lender may from time to time direct,  the
principal sum of One Hundred Million Dollars ($100,000,000) or, if less,  the
aggregate  unpaid  principal amount of the Loans made by the  Lender  to  the
Company  pursuant to that certain Credit Agreement, dated December  29,  1995
between the Company and the Lender (as amended from time to time, the "Credit
Agreement"),  in  lawful  money  of  the United  States  of  America  and  in
immediately available funds, in the amounts and at the times provided by  the
Credit  Agreement,  and to pay interest on the unpaid principal  amount  from
time  to  time  outstanding on this Note, at such office, in like  money  and
funds,  at  the  applicable rates and on the dates  provided  in  the  Credit
Agreement.
     
     This  Note  is given under the Credit Agreement and evidences the  Loans
made by the Lender thereunder.  Capitalized terms used in this Note have  the
respective  meanings assigned to them in the Credit Agreement.  Reference  is
made  to the Credit Agreement for provisions regarding mandatory and optional
prepayments  of  the principal of this Note and for the acceleration  of  the
maturity  of this Note upon the occurrence of the Events of Default specified
therein, and regarding the rate of interest which may be charged or collected
by  the  Lender under the Credit Agreement.  In no event shall  the  rate  of
interest  charged  under  this  Note exceed the  maximum  rate  permitted  by
applicable law.
     
     This  Note is secured by the Security Agreement, and reference  is  made
thereto for a description of the Collateral securing the Obligations and  the
rights of the Lender with respect thereto.
     
     The  amount  and date of the Loans made by the Lender and all repayments
of  the  principal  thereof shall be recorded by the Lender  in  its  records
(which,  absent  manifest  error, shall be  conclusive)  and,  prior  to  any
transfer of this Note, endorsed by the Lender on the reverse of this Note  or
on  a  schedule  attached to this Note or any continuation thereof;  provided
that  any failure by the Lender to make any such endorsement shall not affect
the obligations of the Company under the Credit Agreement and this Note.
     
     IN  WITNESS WHEREOF, the Company has caused this Promissory Note  to  be
duly executed as of the date first above written.

                          MAXTOR CORPORATION
     
     
     
                               By:
     
                                 -------------------------------------
                                  Name:
                                  Title:
     
     
     
     
     
                                      
                             Principal Schedule
     

Date

Principal Added

Principal Paid

Principal Balance

Initials
     
     

                                  EXHIBIT C
                                      
                             SECURITY AGREEMENT
     
     This    Security   Agreement   (the   "Agreement"),    dated    as    of
,1995,  is  entered  into between Maxtor Corporation, a Delaware  corporation
("Debtor"),   and  Hyundai  Electronics  America,  a  California  corporation
("Secured Party").
     
     This  Agreement  is contemplated by Section 1.2 of that  certain  Credit
Agreement, dated as of               , 1995 (the "Credit Agreement"), between
Debtor  and  Secured  Party, pursuant to which Debtor  has  agreed  to  grant
Secured Party a security interest in the collateral described below.
     
     Therefore, Debtor and Secured Party agree as follows:
     
     1.   Definitions.   All capitalized terms used but  not  defined  herein
shall  have the meanings given to them in the Credit Agreement.  In addition,
all  terms  used in Section 3 hereof but not expressly defined therein  which
are defined in the California Uniform Commercial Code (the "Code") shall have
the same meaning herein as in the Code.
     
     2.   Grant of Security Interest.  Debtor hereby pledges and delivers  to
Secured  Party,  and  grants  to Secured Party a security  interest  in,  the
Collateral,  as  defined  in  Section 3 hereof, to  secure  the  payment  and
performance of all of the Obligations.
     
     3.   Collateral.  The collateral in which Secured Party  is   granted  a
security interest by this Agreement (herein referred to collectively  as  the
"Collateral") is:
               
               (a)   All  of  Debtor's accounts, instruments,  documents  and
chattel paper due or to become due to Debtor of any kind (the "Receivables"),
whether now existing or hereafter arising, and whether now owned or hereafter
acquired,  and all rights now or hereafter existing in and to all guarantees,
security  agreements or other agreements or instruments securing or otherwise
relating to any such Receivables (the "Related Agreements"); and
               
               (b)  All proceeds and products of any and all of the foregoing
Collateral (including, without limitation, proceeds which constitute property
of  the  types described in clause (a) of this Section 3 and proceeds of  any
tort  claims relating to any of the foregoing Collateral) and, to the  extent
not  otherwise  included, all payments under insurance or in connection  with
any  indemnity, warranty or guarantee payable by reason of loss or damage  to
or otherwise with respect to any of the foregoing Collateral;

excluding,  however,  from all of the above all hazardous  and  non-hazardous
wastes,  including  but  not  limited to  recyclable  waste  materials.   The
inclusion  of proceeds in this Agreement does not authorize Debtor  to  sell,
dispose  of  or  otherwise use the Collateral in any manner not  specifically
authorized hereby.
     
     The   term  "Intangible  Collateral"  as  used  herein  shall  mean  all
Receivables and Related Agreements.
     
     4.    Representations,   Warranties  and   Covenants.    Debtor   hereby
represents, warrants and covenants as follows:
               
               4.1   Organizational  Status.  Debtor is  a  corporation  duly
organized, validly existing and in good standing under the laws of the  State
of  Delaware and is in good standing as a foreign corporation in the State of
California, the State of Colorado and any other state in which the nature  of
its  business requires it to be so qualified or failure to be qualified would
have a Materially Adverse effect on Debtor.
               
               4.2  Power and Authority.  Debtor has full power and authority
to  enter  into  this  Agreement, grant to Secured  Party  a  valid  security
interest  in  the  Collateral and perform all of its obligations  under  this
Agreement.   The  execution,  delivery and  performance  by  Debtor  of  this
Agreement do not contravene Debtor's restated certificate of incorporation or
amended  and  restated bylaws or violate any provision of any  statute,  law,
rule, regulation, judgment, order or decree applicable to Debtor and will not
conflict  with, or constitute a breach or default under, any indenture,  loan
agreement,  contract or other agreement or instrument to which  Debtor  is  a
party or by which Debtor or any of its property is bound.
               
               4.3  Governmental Authorization.  No authorization, consent or
approval  or  other  action by, and no notice to or other  filing  with,  any
Person  is required for the grant by Debtor of the security interest  granted
hereby,  the  due execution and delivery by Debtor of this Agreement  or  the
performance by Debtor of any of its obligations hereunder.
               
               4.4   Title  to Collateral.  Except for the security  interest
granted hereby and Permitted Liens, on the date of the funding of the initial
Loan  Debtor is, and as to any Collateral acquired by Debtor after  the  date
thereof  will  be,  the  legal and beneficial owner and  holder  of  all  the
Collateral,  free and clear of any Lien, and Debtor will defend  all  of  the
Collateral against all claims and demands of all Persons at any time claiming
the  same  or  any interest therein, and will take all steps to maintain  the
security interest of Secured Party as a valid and fully perfected Lien.
               
               4.5   Place  of  Business and Name.  Debtor's chief  place  of
business  and chief executive office is at the address set forth  in  Section
7.2  of  the Credit Agreement and has not been moved or relocated within  the
four-month  period commencing on the date of this Agreement.  Debtor  has  no
other  offices  or  facilities of any type located in the  United  States  of
America  where  documents comprising the Collateral or records regarding  the
Collateral  are  kept  except  for its offices and  facilities  in  Longmont,
Colorado.  Debtor will not change its name or the location of its chief place
of  business and chief executive office or open any other office or  facility
in  the  United  States of America, without giving at least  30  days'  prior
written notice to Secured Party of any such proposed change.  Debtor has  not
utilized any trade names in the conduct of its business and, unless it  shall
have  first  given at least 30 days' prior written notice to  Secured  Party,
Debtor will not utilize any such trade names or other trade names.
               
               4.6  Financing Statements; Related Instruments.
                    
                    (a)   No financing statement or other document evidencing
a  Lien  on any of the Collateral or any proceeds thereof is on file  in  any
public office in any jurisdiction, other than financing statements and  other
appropriate documents in favor of Secured Party and the financing statements,
if  any, identified on Schedule 2.13 to the Credit Agreement.  At the request
of  Secured  Party, Debtor will execute and deliver to Secured Party  one  or
more  financing  statements  and  other appropriate  documents  in  form  and
substance reasonably satisfactory to Secured Party and will pay the  cost  of
filing the same in all public offices where filing is deemed by Secured Party
to  be  necessary or desirable to perfect the Liens intended  to  be  created
hereunder.   Debtor  authorizes Secured Party to prepare and  file  financing
statements  and other appropriate documents without the signature  of  Debtor
where  permitted by law and, if Debtor's signature shall be required,  Debtor
hereby  irrevocably appoints Secured Party as Debtor's agent and attorney-in-
fact  for the purpose of signing and filing such financing statements,  other
appropriate documents and schedules in all public offices deemed necessary or
desirable  by Secured Party.  If any financing statements, other  appropriate
documents  and/or  schedules are so signed by Secured  Party,  Secured  Party
shall send a copy thereof to Debtor.  Debtor promises to pay to Secured Party
all  fees  and  expenses incurred in filing financing  statements  and  other
appropriate documents and any continuation statements or amendments  thereto,
which  fees  and expenses shall become a part of the Obligations  secured  by
this  Agreement.   A  carbon,  photographic or  other  reproduction  of  this
Agreement  or any financing statement or other appropriate document  covering
the  Collateral  or  any  part thereof shall be  sufficient  as  a  financing
statement or other appropriate document, and may be filed by Secured Party in
accordance with the provisions of this Section.
                    
                    (b)   Debtor  shall duly endorse and deliver  to  Secured
Party  upon request all instruments or documents, the possession of which  is
necessary  to  perfect  Secured Party's interest in  any  of  the  Collateral
hereunder.
               
               4.7   Transfers; Other Liens.  Neither Debtor nor its  agents,
servants  or  employees  will sell, assign or offer  to  sell  or  assign  or
otherwise  transfer  any part of the Collateral, without  the  prior  written
consent of Secured Party.  Debtor will not, without the prior written consent
of  Secured  Party,  create  or  permit to exist  any  Lien  on  any  of  the
Collateral,  other  than  the security interest in  favor  of  Secured  Party
created by this Agreement and Permitted Liens.
               
               4.8   Schedules, Inspection of Books and Records.  Debtor will
furnish  to  Secured  Party  from time to time (I) statements  and  schedules
further  identifying  and  describing the Collateral,  and  (ii)  such  other
reports  in  connection with the Collateral as Secured Party  may  reasonably
request, all in reasonable detail.  Debtor will permit Secured Party  or  its
duly  authorized  representatives to examine its  books  and  records  during
business  hours  upon reasonable prior notice and shall  furnish  to  Secured
Party such financial statements and other financial data as Secured Party may
reasonably request from time to time.  Secured Party agrees to, and agrees to
cause  its  agents  and  representatives to, take reasonable  precautions  to
preserve  the  confidentiality  of all such  data,  reports  and  information
obtained from or on behalf of Debtor.
               
               4.9   Intangible  Collateral.  With respect to the  Intangible
Collateral:
                    
                    (a)    Debtor's   records   concerning   all   Intangible
     Collateral  are and will be kept at the address indicated in  the  first
     sentence  of Section 4.5 hereof as Debtor's chief place of business  and
     chief executive office.  Debtor will not remove any of such records from
     such  address  without  the  prior written  consent  of  Secured  Party.
     Without  in  any  way  excusing a breach of the  foregoing  sentence  by
     Debtor,  if for any reason any of such records concerning the Intangible
     Collateral  shall at any time be moved to another location or locations,
     Debtor  will  promptly notify Secured Party of any such  change  in  the
     location  of  such records and will execute and deliver  such  financing
     statements  and other appropriate documents and do such other  acts  and
     things  as  Secured Party may reasonably request pursuant to  Section  7
     hereof.
                    
                    (b)   To the best of Debtor's knowledge, each item of the
     Receivables  is,  or at such time as it becomes part of  the  Collateral
     will  be, a bona fide, valid and legally enforceable obligation  of  the
     account  debtor  or  other obligor in respect  thereof,  subject  to  no
     defense,  setoff  or counterclaim against Debtor and in connection  with
     which there is no default with respect to any payment or performance  on
     the part of Debtor or any other party.
                    
                    (c)   Debtor will at all times keep accurate and complete
     records  of  payment  and performance by Debtor, the respective  account
     debtors and all other parties obligated on Intangible Collateral.
                    
                    (d)   After the occurrence and during the continuance  of
     any Event of Default, Debtor hereby authorizes Secured Party, upon prior
     notice  to  Debtor,  to cure any default in payment  or  performance  by
     Debtor  with  respect to Intangible Collateral; provided, however,  that
     Secured  Party  shall  be under no obligation to  do  so  and,  provided
     further,  that  the  curing by Secured Party of any  default  shall  not
     constitute  a waiver by Secured Party of any default hereunder.   Debtor
     agrees to reimburse Secured Party on demand with interest at the highest
     rate  applicable  to  any  Loan  for any payment  made  or  any  expense
     reasonably   incurred  by  Secured  Party  pursuant  to  the   foregoing
     authorization,  and any payment made or expense reasonably  incurred  by
     Secured  Party pursuant to the foregoing authorization shall be part  of
     the Obligations.
                    
                    (e)    Notwithstanding  the  security  interest  in   the
     Intangible Collateral granted hereunder, Debtor shall have the right  to
     collect  such Intangible Collateral and, so long as an Event of  Default
     has  not occurred and is continuing, use the proceeds therefrom  in  the
     ordinary  course of its business.  Upon request of Secured  Party  after
     the  occurrence  and  during the continuation of an  Event  of  Default,
     Debtor  shall,  and Secured Party may, in the name of Secured  Party  or
     Debtor,  at any time notify the account debtor or other obligor  on  any
     item  of  Intangible  Collateral of Secured Party's  security  interest.
     Secured  Party may, in its own name or the name of Debtor, at  any  time
     after  the occurrence and during the continuation of an Event of Default
     hereunder,  upon  prior notice to Debtor, demand, sue  for,  collect  or
     receive  any  money or property payable or receivable on any  Intangible
     Collateral and settle, release, compromise, adjust, sue upon, foreclose,
     realize  upon or otherwise enforce any item of Intangible Collateral  as
     Secured  Party  may determine, and for the purpose of realizing  Secured
     Party's  rights herein, Secured Party may receive, open and  dispose  of
     mail  addressed  to  Debtor  and endorse notes,  checks,  drafts,  money
     orders, documents of title or other forms of payment on behalf of and in
     the  name  of  Debtor.  Secured Party may at any time in its discretion,
     after  the occurrence and during the continuance of any Event of Default
     hereunder, transfer any notes, securities or other Intangible Collateral
     into  its own name or that of its nominee and receive the income thereon
     and hold the same as Collateral for the Obligations or apply the same to
     the  payment  of  principal or interest due on the Obligations.   Debtor
     agrees to reimburse Secured Party on demand with interest at the highest
     rate  applicable  to  any  Loan  for any payment  made  or  any  expense
     reasonably   incurred  by  Secured  Party  pursuant  to  the   foregoing
     authorization,  and any payment made or expense reasonably  incurred  by
     Secured  Party pursuant to the foregoing authorization shall be part  of
     the Obligations.
     
     5.  Rights and Remedies Upon Default.
               
               (a)   Upon the occurrence and during the continuation  of  any
Event  of Default, Secured Party shall have, in addition to all other  rights
and  remedies provided herein, in the Credit Agreement, or by applicable law,
all  of the rights and remedies of a Secured Party under the Code, and  under
the  Uniform  Commercial  Code as enacted in any jurisdiction  in  which  the
Collateral  may be found, or in which Debtor becomes involved in  proceedings
in insolvency or bankruptcy.
               
               (b)  Debtor agrees that, to the extent notice of sale shall be
required by law, at least 10 days' notice to Debtor of the time and place  of
any  public  sale  or  the time after which any private  sale  or  any  other
intended  disposition is to be made shall constitute reasonable  notification
of  such  sale or disposition.  Secured Party shall not be obligated to  make
any  sale  of  Collateral  regardless of notice of sale  having  been  given.
Secured  Party may adjourn any public or private sale from time  to  time  by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned.
               
               (c)   Secured Party may, instead of exercising the  powers  of
sale  provided for herein and under the Code, proceed by a suit or suits,  at
law  or  in  equity,  to foreclose the security interest granted  under  this
Agreement  and sell the Collateral, or any portion thereof, under a  judgment
or  decree  of any court or courts of competent jurisdiction.  Secured  Party
shall  also  have the right to apply for and have a receiver appointed  by  a
court  of  competent  jurisdiction in any action taken by  Secured  Party  to
enforce  its  rights and remedies hereunder, to manage, protect and  preserve
the  Collateral  or  continue the operation of the business  of  Debtor,  and
Secured  Party shall be entitled to collect all revenues and profits  thereof
and  apply the same to the payment of all expenses and other charges of  such
receivership, including the compensation of the receiver, and to the  payment
of the Obligations until a sale or other disposition of such Collateral shall
be finally made and consummated.
               
               (d)   In the event of any disposition or collection of or  any
other realization upon all or any part of the Collateral, Secured Party shall
apply  the  proceeds of such disposition, collection or other realization  as
follows:
                    
                    (I)   First, to the payment of the reasonable  costs  and
     expenses  of  Secured  Party  in  exercising  or  enforcing  its  rights
     hereunder, including, but not limited to, costs and expenses incurred in
     retaking,  holding and/or preparing the Collateral for  sale,  lease  or
     other disposition, and in collecting or attempting to collect any of the
     Collateral,  and to the payment of all amounts payable to Secured  Party
     pursuant to Section 6 hereof;
                    
                    (ii)  Second, to the payment of the Obligations; and
                    
                    (iii)   Third,  after  payment in  full  of  all  of  the
     Obligations,  the  surplus,  if any, shall  be  paid  to  Debtor  or  to
     whomsoever may be lawfully entitled to receive such surplus.
     
     6.   Indemnity  and Expenses.  Debtor agrees to indemnify Secured  Party
from  and  against  any and all claims, losses, liabilities  and  obligations
arising   out  of  or  resulting  from  this  Agreement  (including,  without
limitation,  enforcement of this Agreement or any actions  taken  by  Secured
Party  pursuant  to  Section  7  of this Agreement)  except  claims,  losses,
liabilities  or  obligations  resulting  from  Secured  Party's   own   gross
negligence or willful misconduct.  Debtor will on demand pay to Secured Party
the  amount  of  any  and all reasonable out of pocket  costs  and  expenses,
including  but  not limited to the reasonable fees and disbursements  of  its
counsel  and  of  any  experts or agents, which Secured Party  may  incur  in
connection with (I) the exercise or enforcement by Secured Party  of  any  of
its  rights  or remedies hereunder, or (ii) any failure by Debtor to  perform
any of the Obligations.
     
     7.   Further Assurances and Power of Attorney.  Debtor will execute  and
deliver  to Secured Party, at Secured Party's request, at any time  and  from
time  to  time, such financing statements and other instruments and documents
(and  pay  the  cost  of filing or recording the same in all  public  offices
deemed  necessary or desirable by Secured Party) and do such other  acts  and
things  as Secured Party may reasonably deem necessary or desirable in  order
to  establish and maintain a valid Lien in the Collateral in favor of Secured
Party  (free and clear of all other Liens, except for Permitted Liens) or  in
order  to  facilitate the collection of the Collateral.   To  effectuate  the
rights  and  remedies of Secured Party hereunder, Debtor  hereby  irrevocably
appoints  Secured Party attorney-in-fact for Debtor in the name of Debtor  or
Secured  Party,  with full power of substitution, after  the  occurrence  and
during  the continuance of any Event of Default, to sign, execute and deliver
any  and  all  instruments, documents, licenses, sublicenses,  registrations,
filings  and  other writings and do any and all acts and things to  the  same
extent  as  Debtor  could  do, to sell, assign and transfer  any  Collateral,
including,  but not limited to, taking all action necessary or  desirable  to
obtain  the approval of any governmental body to the transfer or issuance  to
Secured Party or any other person, firm or corporation of any Collateral.
     
     8.    Debtor   Remains  Liable.   Anything  herein   to   the   contrary
notwithstanding,  (I)  Debtor shall remain liable  under  the  contracts  and
agreements  included  in the Collateral to the extent set  forth  therein  to
perform all of its duties and obligations thereunder to the same extent as if
this  Agreement had not been executed, (ii) the exercise by Secured Party  of
any  of  its rights hereunder shall not release Debtor from any of its duties
or obligations under the contracts and agreements included in the Collateral,
and  (iii) Secured Party shall not have any obligation or liability under the
contracts  and  agreements  included in the  Collateral  by  reason  of  this
Agreement,  nor  shall  Secured Party be obligated  to  perform  any  of  the
obligations or duties of Debtor thereunder or to take any action  to  collect
or enforce any claim for payment assigned hereunder.
     
     9.  [Intentionally Left Blank]
     
     10.    Waivers;  Remedies  Cumulative.   Debtor  waives  notice  of  the
acceptance  of this Agreement and all other notices, demands or  protests  to
which Debtor might otherwise be entitled by law in respect to this Agreement,
the Obligations or the Collateral, and which may be lawfully waived.  Secured
Party shall have no duty as to the collection or protection of the Collateral
or  any  income  thereon, nor as to the preservation of rights against  prior
parties,  nor  as  to  the  preservation of  any  rights  pertaining  to  the
Collateral  beyond  reasonable care in the custody or  preservation  thereof.
Secured  Party  may  exercise its rights and remedies  with  respect  to  the
Collateral  without  resorting or regard to other  security  or  sources  for
payment.  All rights and remedies of Secured Party hereunder or with  respect
to the Obligations or the Collateral shall be cumulative and may be exercised
singularly or concurrently.
     
     11.   Assignment.   If  at  any  time  or  times  by  sale,  assignment,
negotiation,  pledge  or  otherwise,  Secured  Party  transfers  any  of  the
Obligations,  such transfer shall carry with it such Secured  Party's  rights
and   remedies   under  this  Agreement  with  respect  to  the   Obligations
transferred,  and  the transferee shall become vested with  such  rights  and
remedies  whether or not they are specifically referred to in  the  transfer.
If  and  to  the extent Secured Party retains any other Obligations,  Secured
Party  shall continue to have the rights and remedies herein set  forth  with
respect thereto.
     
     12.   Notices.  Any notice or communication required or permitted to  be
given  or  delivered under this Agreement shall be in writing  and  shall  be
given  in  accordance with the procedures set forth in  Section  7.2  of  the
Credit  Agreement.  Debtor's address and Secured Party's address for  notices
or communications shall be as stated in the Credit Agreement.
     
     13.   Governing Law.  This Agreement shall be governed by and  construed
under the laws of the State of California applicable to contracts made and to
be  performed  in  the  State of California, except to the  extent  that  the
validity  or  perfection  of  the security interest  hereunder,  or  remedies
hereunder, in respect of any particular Collateral are governed by  the  laws
of  a  jurisdiction  other than the State of California.  Whenever  possible,
each provision of this Agreement shall be interpreted in such manner as to be
effective  and  valid  under applicable law, but if  any  provision  of  this
Agreement shall be prohibited or invalid under applicable law, such provision
shall  be  ineffective only to the extent of such prohibition or  invalidity,
without  invalidating  the  remainder of  such  provision  or  the  remaining
provisions of this Agreement.
     
     14.  Miscellaneous.  Neither this Agreement nor any provision hereof may
be  changed,  waived,  discharged  or  terminated  orally,  but  only  by  an
instrument  in writing signed by the party against which enforcement  of  the
change, waiver, discharge or termination is sought.  This Agreement shall  be
binding  upon Debtor and its successors and assigns, and all persons claiming
under  or through Debtor or any such successor or assign, and shall inure  to
the  benefit  of  and be enforceable by Secured Party and its successors  and
assigns.   Upon  payment  in full and performance of  the  Obligations,  this
Agreement shall terminate and be of no further force and effect, and  Secured
Party will redeliver and reassign to Debtor the remaining Collateral and take
all  action necessary to terminate the security interest of the Secured Party
in the Collateral.
     
     15.  Counterparts.  This Agreement and any amendments, waivers, consents
or  supplements  hereto  and  thereto  may  be  executed  in  any  number  of
counterparts, and by different parties hereto in separate counterparts,  each
of  which when so executed and delivered shall be deemed an original, but all
such  counterparts together shall constitute but one and the same instrument.
Each  such  agreement  shall  become  effective  upon  the  execution  of   a
counterpart hereof or thereof by each of the parties hereto.
     
     IN WITNESS WHEREOF, the parties have executed this Security Agreement as
of the day and year first above written.
                              
                              DEBTOR:
     
                         MAXTOR CORPORATION
                              
                              By:
                              
                              Title:
                              
                              
     
                         SECURED PARTY:
     
                         HYUNDAI ELECTRONICS AMERICA
                              
                              By:

                               Title: