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                                                                   EXHIBIT 10.10

                           LEXAR MICROSYSTEMS. INC.
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                             EMPLOYMENT AGREEMENT
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     THIS AGREEMENT is dated the 19th day of September 1996, between Lexar
Microsystems, Inc. ("Employer"), a California corporation, and Petro Estakhri
("Employee").

     In consideration of the mutual promises and covenants contained in this
Agreement, the parties agree as follows:

1.   Employment Duties. Commencing on or about September 17, 1996, Employer
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agrees to employ Employee in the same position as Employee was employed with
Cirrus Logic, Inc., on September 13, 1996 ("Current Position"), and Employee
agrees to serve at that position or in such other positions as Employee may be
assigned from time to time by Employer.  In such initial position, Employee
shall report to the same supervisor as in the Current Position or, to such other
person as management designates.  Employee shall have such duties as are
assigned from time to time by Employer and as are consistent with such position.
In connection with Employee's employment by Employer, Employee shall initially
be based at Employer's place of business at 47421 Bayside Parkway, Fremont, CA
94538.

2.   Time and Effort, Exclusivity of Employment.  Employee shall faithfully,
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honestly and diligently serve Employer, devote all of Employee's working time,
attention, knowledge and skill to Employee's employment hereunder and use
Employee's best efforts to promote the business and interests of Employer and to
perform the duties and responsibilities that are assigned to Employee. Employer
shall be entitled to all of the benefits and profits arising from or incident to
the duties of Employee pursuant to this Agreement. During Employee's employment,
Employee shall not, directly or indirectly, engage or participate in any
business that is in competition in any manner whatsoever with the business of
Employer.

3.   Compensation.  As compensation for the services to be rendered by Employee,
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Employer shall pay Employee in equal bi-weekly installments the same salary as
in the Current Position (less normal withholding for state and federal income
taxes and employee portions of FICA, SDI, and any other required or Employee-
authorized deductions), together with such additional term: of compensation, if
any, as set forth in Employee's employment offer letter and/or in this Agreement
Employee shall also be entitled to participate in such employee benefit programs
as may be offered by Employer, subject to the terms and eligibility requirements
established by Employer for such programs. The parties contemplate that
compensation adjustments may be made from time to time at the discretion of
Employer.  Such adjustments shall be incorporated into and form a part of this
Agreement.

4.   Term and Termination.  Employee's employment under this Agreement is for no
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specified period of time and shall continue until terminated by either party.
Employee's employment with Employer is "at will" meaning that either Employee or
Employer may terminate the employment relationship at any time on notice to the
other, with or without cause, for any reason or no reason, and with no liability
of Employer to Employee other than for wages accrued to the date of termination.
Employer may also discipline, demote or alter the terms of employment of
Employee at any time, with or without cause or advance notice.

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5.   Observance of Rules and Regulations.  Employee agrees to abide by all
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Employer's policies, rules and regulations as adopted or amended from time to
time by Employer in its discretion.

6.   Employee Nondisclosure and Invention Assignment Agreement.  Employee's
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employment is subject to the requirement that Employee sign, observe, and agree
to be bound both during and after Employee's employment, by the provisions of
the Employer's Employee Nondisclosure and Invention Assignment Agreement, a copy
of which is being furnished to Employee at the same time as this Agreement.
Employee's execution of the Employee Nondisclosure and Invention Assignment
Agreement is an express condition precedent to Employee's commencement of
employment with Employer.

7.   Non-Solicitation.  Employee shall not, either during Employee's employment
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by Employer or for a period of one (1) year thereafter, directly or indirectly,
solicit, induce or attempt to induce any of the employees of Employer or any of
its affiliates, to leave their employment.

8.   Remedies.  Employee acknowledges that a breach or threatened breach by
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Employee of the provisions of Section 6 of the Agreement or Sections 2 or 4 of
the Employee Nondisclosure and Invention Assignment Agreement will result in
Employer and its affiliates suffering irreparable harm which cannot be
calculated or fully or adequately compensated by recovery of damages alone.
Accordingly, Employee agrees that Employer shall be entitled to temporary and
permanent injunctive relief, specific performance and other equitable remedies,
in addition to any other relief to which Employer may become entitled.

9.   Notices.  Any notice or other communication required or permitted to be
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given under the Agreement shall be in writing and shall be given by prepaid
first class mail, or by hand-delivery.  Any such notice or other communication,
if mailed by prepaid first class mail shall be deemed to have been received on
the fourth business day after the postmarked date, or if delivered by hand,
shall be deemed to have been received by Employer at the time it is delivered to
the applicable address noted below or by Employee at the time it is received by
Employee or at the time it is delivered to the applicable address noted below.
Notices and other communications shall be addressed as follows:

          (a)  If to Employer:

               Lexar Microsystems, Inc.
               47421 Bayside Parkway
               Fremont, CA 94538
               Attn: Human Resources Dept.

          (b)  If to Employee:

               _____________________________
               _____________________________
               _____________________________

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Either party may change its address for the purposes of this Agreement by giving
written notice of such change to the other party.

10.  Invalidity of Provisions.  If any provision of this Agreement should be
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declared to be void or unenforceable by a court of competent jurisdiction from
which no further appeal lies or is taken, that provision shall be deemed to be
severed from this Agreement and the remaining provisions shall not be affected
and shall remain valid and enforceable.

11.  Entire Agreement. Amendment. Waiver.  This Agreement, together with the
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Employer's Employee Nondisclosure and Invention Assignment Agreement and the
Employer's employment offer letter, if any, to Employee (each of which is
incorporated herein), constitute the entire agreement between the parties with
respect to the subject matter contained in such documents, and supersede all
prior agreements relating to the same subject matter.  There are no other
representations, warranties, conditions, agreements or acknowledgments, which
form a part of or affect this Agreement.  Except as provided in this Agreement,
no waiver or termination shall be binding unless accepted in writing by both
parties.  No waiver of any provision of this Agreement shill constitute a waiver
of any other provision and no waiver of arty provision of this Agreement shall
constitute a continuing waiver unless otherwise expressly provided.

12.  Governing Law and Forum Selection.  This Agreement shall be governed by,
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and interpreted and enforced in accordance with, the laws of the State of
California (excluding any conflict of law rule or principle which might refer
such construction to the laws of another jurisdiction).  Employer and Employee
irrevocably submit to jurisdiction of the courts of Santa Clara County,
California, for the purpose of obtaining an order to compel submission to
binding arbitration pursuant to Section 13 below.

13.  Binding Arbitration.  Employer and Employee agree to submit to final and
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binding arbitration before J.A.M.S/ENDISPUTE in Santa Clara County, California,
all past, present, and future claims or disputes in any way arising out of or
relating to Employee's employment with Employer, including, without limitation
(except as expressly excluded below in this Section), any claims or disputes
concerning the separation of that employment; any other adverse personnel action
by Employer any claims by Employee against Employer, or by Employer against
Employee, arising out of or related to any federal, state or local law, statute
or regulation prohibiting employment discrimination or harassment; any public
policy, and any other claim for personal, emotional, physical or economic injury
(individually or collectively, "Covered Claims").  The only claims or disputes
excluded from binding arbitration under this Agreement are the following: any
claim by Employee for workers' compensation benefits or for benefits under an
Employer plan that provides its own arbitration procedure; and any claim by
Employer for equitable relief, including but not limited to, a temporary
restraining order, preliminary injunction or permanent injunction against
Employee.

     (a)  The party asserting a Covered Claim must give written notice to the
other party within 180 days of the date of the accrual of such claim for statute
of limitations purposes.  If such notice is not given within this time period,
the claim shall be deemed waived.

     (b)  Prior to initiating arbitration, an Employee shall attempt in good
faith to resolve a Covered Claim through means of conciliation with Employer. An
Employee asserting a Covered

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Claim ordinarily must attempt to conciliate the matter first in accordance with
Employer's Conflict Resolution Policy.

     (c)  If Employer's conciliation process does not produce a satisfactory
resolution, within 30 days thereafter the aggrieved party may demand arbitration
of a Covered Claim.  The arbitration shall be conducted in accordance with the
then-existing Rules and Procedures of J.A.M.S/ENDISPUTE for Arbitration of
Employment Disputes, except that the mediation and optional appeal procedures of
J.A.M.S/ENDISPUTE shall not be required.  The Arbitrator shall not have the
power to commit errors of law or legal reasoning, or to grant relief which would
not be legally available in a California court.

     (d)  This Agreement to submit all Covered Claims to binding arbitration in
no way alters Employee's at-will employment with Employer and does not require
Employer to provide Employee with any type of progressive discipline.

14.  Attorney's Fees and Costs.  Should any legal action (other than binding
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arbitration under Section 13 above, in which each party shall bear its, his or
her own fees and costs) be required to resolve any dispute over the meaning or
enforceability of this Agreement or to enforce the terms of this Agreement, the
prevailing party shall be entitled to recover its, his or her reasonable
attorneys' fees and costs incurred in such action, in addition to any other
relief to which that party may be entitled.

15.  Acknowledgements and Representations.  Employee acknowledges, represents
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and agrees that:

     (a)  Employee has read and understands the terms of this Agreement and
Employee's obligations hereunder. and Employee agrees to abide by the terms of
this Agreement;

     (b)  Employer has made no promises or representations concerning future
promotions, compensation, or other terms and conditions of employment other than
as expressly stated in this Agreement; and,

     (c)  By accepting employment under this Agreement, Employee has not relied
upon or been induced to accept employment with Employer on the basis of any such
promises or representations.

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     IN WITNESS WHEREOF, the parties have executed this Agreement.

EMPLOYEE

       /s/ Petro Estakhri
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LEXAR MICROSYSTEMS, INC.

By:
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Name:
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Title:
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