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                                                                   EXHIBIT 10.12

                                                              [Lexar Media Logo]


December 15, 1999



Ronald H. Bissinger
1142 Mataro Court
Pleasanton, CA  94566

Dear Ronald:

It gives me great pleasure to confirm our offer of employment for you to join
Lexar Media, Inc., (Lexar) in the position of Chief Financial Officer (CFO).
You will be reporting directly to me and your base compensation will be
$165,000.00 annually which will be paid on a bi-weekly basis, in accordance, and
subject to, the Company's normal payroll procedures.

As a Lexar employee, you will be eligible to participate in all current employee
benefit and incentive programs including those described below.

1.   Stock:  We will recommend to the Board of Directors that you will be
granted a stock option entitling you to purchase, with a promissory note,
400,000 shares of stock.  The granted shares will be vested through four years,
with 25% vesting on your first anniversary (from your date of hire), and 1/36th
of the remaining shares vesting each subsequent month of your employment
thereafter.  This option, as a formality, is subject to board approval, and a
detailed description of the vesting schedule will be furnished to you upon
approval and issuance.  All of your granted shares shall vest upon a merger or
acquisition of Lexar, a "Corporate Transaction" as such term is defined under
Lexar's Stock Option Plan.

2.   Bonus Plan:  You will be eligible to participate in Lexar's MBO based
incentive plan.  This plan will give you the potential of earning additional
income based on mutually agreed MBOs.  Specific details of the plan will be
defined by the Compensation Committee shortly after you become on board with
Lexar Media.

3.   Vacation:  Your vacation benefits will begin at 3.70 hours every two weeks.
This equals to 12 days of vacation in the first three years.

4.   Medical, Savings Plan and Miscellaneous:  Medical, dental, long-term
disability, life and vision insurance, are included in the benefit package that
Lexar offers.  In addition to your basis health care benefits, Lexar also offers
a Flexible Plan and makes a contribution of 2% of your base compensation to the
Flex Plan for your benefit.  The 2% contribution is used to offset the costs of
your benefit choices, including group health plans.  Please refer to the
Benefits
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Ronald H. Bissinger
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Summary for eligibility information. Furthermore, Lexar has established a 401K
plan in which you will be eligible to participate on your date of hire.

5.   As Lexar's relationship with employees are at-will, either you or Lexar may
terminate the employment relationship at any time for any reason, with or
without notice.  However, in the event if Lexar terminates your employment other
than for cause, you will be entitled to receive up to six (6) months of your
annual compensation, in the form of continuing bi-weekly payments, or until you
commence new full-time employment, whichever comes first.

For this purpose, "cause" shall include your death and any of the following, as
determined in good faith by Lexar's Board of Directors: disability rendering you
unable effectively and substantially to perform your duties hereunder for any
consecutive period of 90 calendar days, or your commission upon Lexar of a
material theft, embezzlement or fraudulent misuse of funds.

In the event of a dispute arising under or related to this agreement, including
any termination of your employment under this agreement, you or Lexar 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 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 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.

This offer letter, and the "Employment Agreement & Employee Nondisclosure
Invention Assignment Agreement" constitute and entire and exclusive agreement,
between Lexar and you, concerning your employment with Lexar, and it may not be
modified, altered or amended, either expressly or implied, unless in writing
signed by you, and approved by President of Board of Directors at Lexar.

For purposes of federal immigration law, you will be required to provide Lexar
with documentary evidence of your identity and eligibility for employment in the
United States.  Such documentation must be provided to us within three (3)
business days of your hire date, or our employment relationship with your may be
terminated.

Please indicate your acceptance of this offer, by returning one copy of this
letter with your signature, and a start date, at your earliest convenience.
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Ronald H. Bissinger
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This offer will remain open until Friday, December 17, 1999.  We look forward to
your acceptance of our offer and having you join the Lexar Media Team.

Sincerely,

/s/ John Reimer

John Reimer
President & CEO

I accept the term of this offer and will report to work on: 12/20/99

/s/ Ronald Bissinger                             12/17/99
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Ronald H. Bissinger                                Date