This Agent's Resignation and Appointment Agreement ("Agreement") is made this 28th day of August, 1998, by and among Deutsche Bank AG, New York Branch, as administrative agent ("Deutsche Bank"), Deutsche Bank AG, New York Branch and U. S. Bank National Association, as co-agents, Deutsche Bank AG, New York and/or Cayman Islands Branch, U. S. Bank National Association, Fleet National Bank, Key Bank National Association, The Bank of Nova Scotia and The Sumitomo Bank, Limited., as Lenders (the "Lenders"), Micron Electronics, Inc., a Minnesota corporation (the "Borrower"), and Credit Suisse First Boston ("CSFB").

Recitals

A. The parties hereto, other than CSFB, entered into a Credit Agreement dated June 10, 1998 (the "Credit Agreement"), under which Deutsche Bank was appointed administrative agent for Lenders.

B. Borrower has requested, and Deutsche Bank has agreed, that Deutsche Bank resign its appointment as administrative agent for Lenders.

C. Borrower and Lenders desire to appoint CSFB as the administrative agent for Lenders, in replacement of Deutsche Bank.

D. CSFB is willing to accept the appointment as administrative agent for Lenders.

Agreement

1. Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings given in the Credit Agreement.

2. Resignation. Deutsche Bank hereby resigns, effective upon the Effective Date (defined in Section 4 below), as administrative agent and as co-agent for Lenders under the Credit Agreement. This Agreement shall constitute written notice of resignation for purposes of Section 9.6 of the Credit Agreement.

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