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                                                                   Exhibit 10.33
                           [Letterhead of LEXAR MEDIA]

October 22, 2001

Mr. Eric S. Whitaker
[Address]

Dear Mr. Whitaker:

This retention agreement (the "Retention Agreement") will set forth the binding
agreement of employment effective as of September 1, 2001 regarding your
employment with Lexar Media, Inc. ("LEXAR MEDIA"). As used in this Retention
Agreement, "LEXAR MEDIA" shall refer to Lexar Media, Inc, or the surviving
entity in a Corporate Transaction. You acknowledge and agree that this Agreement
supersedes the terms set forth in your Employment Agreement dated December 17,
1999 or any other agreement whether oral or written to the extent inconsistent
with the terms of this Retention Agreement. You specifically acknowledge and
agree that the Lexar Media Inc. Employee Nondisclosure and Invention Assignment
Agreement dated December 22, 1999 remains in full force and effect.

1.   PAYMENTS AND BENEFITS AFTER INVOLUNTARY TERMINATION OR CONSTRUCTIVE
     TERMINATION EVENT IN THE ABSENCE OF A CORPORATE TRANSACTION

Except during a Post Transaction Period as provided in Section 2 below,
following involuntary termination by Lexar Media other than for Cause (as
defined below) or a voluntary resignation by you following a Constructive
Termination Event (as defined below) by LEXAR MEDIA you will receive:

     (a) Your base salary in effect at the time of such termination continued
         for six (6) months;

     (b) Medical insurance and life insurance at the levels in effect at the
         time of such termination for six (6) months;

     (c) Your annual target bonus of forty (40) percent of your salary paid as a
         lump sum at the end of the fiscal year and pro-rated up to the date of
         termination for the period you were eligible for any such bonus;
         provided that you will receive payment under this Section 1(c) only if
         you would have earned such bonus absent your termination, the
         determination of which will reflect and not be inconsistent with the
         level of bonus payments made to others for the same period;

     (d) Any stock options granted to you or restricted stock sold to you as of
         the date of such termination shall become vested and exercisable as to
         that portion of the shares subject to the option that would have vested
         and become exercisable in the twelve (12) full calendar months
         following the date of such termination, followed by a twelve (12) month
         period during which such options may be exercised, but in no event may
         such option be exercised after ten (10) years from the original grant

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         of the option;

     (e) LEXAR MEDIA shall exercise its Repurchase Right as defined in Section D
         of your Stock Purchase Agreement dated December 27, 1999 (the "Stock
         Purchase Agreement"), pursuant to which LEXAR MEDIA will repurchase all
         of your shares that are unvested as of your termination date at a price
         equal to the price at which you purchased such shares;

     (f) No further continuance of other benefits such as vacation, sick leave,
         and employee stock purchase plan participation, unless specified
         herein;

     (g) Eighteen (18) months in which to repay the principal and interest on
         any notes that you have with LEXAR MEDIA; and

     (h) Any cellular phone, notebook computer and camera equipment as then
         currently provided to you.

Notwithstanding any provisions in this Section 1 to the contrary, you shall not
be entitled to the payments and benefits under Section 1 above unless you (i)
have executed a general release (in a form prescribed by LEXAR MEDIA) of all
known and unknown claims that you may then have against LEXAR MEDIA or persons
affiliated with LEXAR MEDIA and (ii) have agreed not to prosecute any legal
action or other proceeding based upon any of such claims.

2.      PAYMENTS AND BENEFITS AFTER TERMINATION OF EMPLOYMENT FOLLOWING A
        CORPORATE TRANSACTION

If at any time during the Post Transaction Period (as defined below) there is an
involuntary termination of your employment other than for Cause (as defined
below) or you voluntarily resign following a Constructive Termination Event (as
defined below), then you will receive:

     (a) Your base salary in effect at the time of such termination continued
         for twelve (12) months plus any earned bonus up until the date of
         termination;

     (b) Medical and life insurance at the levels in effect at the time of
         termination for twelve (12) months;

     (c) Your annual target bonus of forty (40) percent of your salary paid as a
         lump sum and pro-rated up to the date of termination for the period you
         were eligible for any such bonus but regardless of whether you would
         have earned such bonus prior to your termination;

     (d) All stock options or restricted stock which have been granted to you or
         purchased by you as of the date of such termination shall become 100%
         vested, followed by a six (6) month period during which such options
         may be exercised, but in no event may such option be exercised after
         ten (10) years from the original grant of the option;

     (e) All stock options or restricted stock which have been granted to you or
         purchased

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         by you subsequent to a corporate transaction shall become 100% vested,
         followed by a six (6) month period during which such options may be
         exercised;

     (f) LEXAR MEDIA shall exercise its Repurchase Right as defined in Section D
         of your Stock Purchase Agreement dated December 27, 1999, pursuant to
         which LEXAR MEDIA will repurchase all of your shares that are unvested
         as of your termination date at a price equal to the price at which you
         purchased such shares;

     (g) No further continuance of other benefits such as vacation, sick leave,
         and employee stock purchase plan participation, unless specified
         herein;

     (h) Eighteen (18) months in which to repay the principal and interest on
         any notes that you have with LEXAR MEDIA; and

     (i) Any cellular phone and notebook computer as then currently provided to
         you.

3.   PAYMENTS AND BENEFITS FOLLOWING A CORPORATE TRANSACTION

If at any time, a Corporate Transaction as defined below occurs, and you remain
an employee of LEXAR MEDIA through the completion of the Corporate Transaction,
then you shall receive the following:

     (a) A cash bonus of one hundred and twenty five thousand dollars
         ($125,000); and

     (b) Immediately upon the occurrence of a Corporate Transaction, twenty-five
         percent (25%) of all unvested stock options and restricted stock which
         were previously granted to you shall become 100% vested immediately
         preceding such Corporate Transaction and shall (i) remain exercisable
         pursuant to the terms of the original grant agreement or (ii) be
         followed by a six (6) month period during which such options may be
         exercised, whichever period is greater. The remaining seventy-five
         percent (75%) of all stock options and restricted stock which were
         previously granted to you prior to the Corporate Transaction shall
         become vested nine (9) months after the completion of the Corporate
         Transaction and shall (i) remain exercisable pursuant to the terms of
         the original grant agreement or (ii) be followed by a six (6) month
         period during which such options may be exercised, whichever period is
         greater.

4.   DEATH OR DISABILITY

If you die or are unable to perform your work because of disability, all stock
options which were granted to you shall become 100% vested as of the date of
such occurrence and shall be exercisable pursuant to the terms of your stock
option agreement.

5.   DEFINITIONS

For purposes of this letter, the following definitions shall apply:

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     (a) A "Corporate Transaction" is defined as (i) a merger or acquisition in
         which LEXAR MEDIA is not the surviving entity (except for a merger of
         LEXAR MEDIA into a wholly-owned subsidiary, and except for a
         transaction the purpose of which is to change the State in which LEXAR
         MEDIA is incorporated), (ii) the sale, transfer or other disposition of
         all or substantially all of the assets of LEXAR MEDIA, or (iii) any
         other corporate reorganization or business combination in which the
         beneficial ownership of 50% or more of LEXAR MEDIA's outstanding voting
         stock is transferred.

     (b) The "Post Transaction Period" is defined as commencing one month prior
         to the date of closing or effectiveness of a Corporate Transaction and
         continuing for eighteen (18) months following such date.

     (c) A "Constructive Termination Event" will be deemed to have occurred at
         the close of business on the fourteenth (14th) day after any of the
         following action(s) are taken by LEXAR MEDIA or the surviving entity or
         parent corporation in a Corporate Transaction and such action(s) are
         not reversed in full by LEXAR MEDIA or the surviving entity of a
         Corporate Transaction within such fourteen-day (14) period unless prior
         to the expiration of such fourteen-day (14) period you have otherwise
         agreed to the specific relevant event in writing: (i) your aggregate
         benefits are materially reduced (as such reduction and materiality are
         determined by customary practice within the high technology industry
         within the State of California) below those in effect immediately prior
         to the effective date of such Constructive Termination Event, and/or
         (ii) your duties and/or authority are materially decreased or increased
         from those in effect immediately prior to the effective date of such
         Constructive Termination Event, including but not limited to (a) your
         no longer acting as the Corporate Secretary to the Board of Directors
         of LEXAR MEDIA in title and substance; (b) your no longer having direct
         management and responsibility for all legal affairs and intellectual
         property issues of LEXAR MEDIA; (c) your no longer reporting directly
         to the Chief Executive Officer of LEXAR MEDIA; or (d) your no longer
         having full profit and loss responsibility for the technology licensing
         program of LEXAR MEDIA, in any case regardless of whether LEXAR MEDIA
         is a separate entity or a division of another entity following a
         Corporate Transaction; and/or (iii) you are required to perform your
         employment obligations (other than routine travel consistent with that
         prior to the effective date of such Constructive Termination Event) at
         a location more than twenty-five (25) miles away from your principal
         place of work as was in effect immediately prior to the effective date
         of such Constructive Termination Event

     (d) "Cause" is defined as (i) willful misconduct in the performance of your
         duties to the LEXAR MEDIA that has resulted or is likely to result in
         substantial and material damage to LEXAR MEDIA; (ii) commission of any
         act of fraud with respect to the LEXAR MEDIA; or (iii) conviction of a
         felony or a crime involving moral turpitude causing material harm to
         the business and affairs of the LEXAR MEDIA. No act or failure to act
         by you shall be considered "willful" if done or

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         omitted by Employee in good faith with reasonable belief that such
         action or omission was in the best interests of the LEXAR MEDIA.

6.   MISCELLANEOUS

     (a) As LEXAR MEDIA's relationship with employees is at-will, either you or
         LEXAR MEDIA may terminate the employment relationship at any time for
         any reason, with or without notice.

     (b) In the event of a dispute arising under or related to this letter,
         including any termination of your employment under this letter, you or
         LEXAR MEDIA may initiate for arbitration under the arbitration under
         the administration of the American Arbitration Association ("AAA"). Any
         arbitration hearing will be held in the vicinity of the LEXAR MEDIA
         location where you last performed services and will be held in
         accordance with the Employee Dispute Resolution rules of the AAA,
         within 60 calendar days of such filing or as may be extended upon the
         consent of the parties or their counsel. The arbitration shall be
         binding on both parties and may be entered as a judgment in any court
         of competent jurisdiction. Each party shall bear its own costs of
         arbitration including attorneys fees, unless you prevail in whole or in
         part, in which case LEXAR MEDIA will pay your costs of arbitration
         including reasonable attorney fees, pro-rated to the extent you
         prevail, and such shall be part of the award in the arbitration.

     (c) If, due to the benefits provided under this Agreement, you are subject
         to any excise tax due to the characterization of any amounts payable
         hereunder as excess parachute payments pursuant to Section 4999 of the
         Internal Revenue Code, the Company agrees to "gross-up" the amount
         payable to you such that the net amount realizable by you is the same
         as if there was no such excise tax; provided, however, that the amount
         of gross-up will not exceed $150,000. Notwithstanding the foregoing,
         however, upon a Corporate Transaction, you may elect in your sole
         discretion, not to have any portion of such options or restricted stock
         vest in order to avoid any "excess parachute payment" under Section
         280G(b)(1) of the Internal Revenue Code of 1986, as amended.

     (e) The provisions of this letter will be governed and construed with the
         laws of the State of California.

Agreed and Accepted:                                         Sincerely,

                                                             /s/ Eric B. Stang

/s/ Eric S. Whitaker                                         Eric B. Stang
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Eric S. Whitaker                                             President and CEO

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