FLASH ALLIANCE MUTUAL CONTRIBUTION AND ENVIRONMENTAL INDEMNIFICATION AGREEMENT

1.

Definitions and Interpretation.

1.1

Flash Alliance Master Agreement. Appendix A to the Flash Alliance Master Agreement is hereby incorporated into this Agreement. Capitalized terms used but not defined in this Agreement shall have the meanings given to them in Appendix A.

1.2

Definitions. The following terms used in this Agreement shall have the following respective meanings:

(a)

"Environmental Laws" means all Applicable Laws in Japan, including, but not limited to, the Soil Contamination Control Law (Dojyouosen Taisaku Ho, Law No. 53 of 2002), now or hereafter in effect relating to the protection of human health, safety, and the environment from emissions, discharges, releases or threatened releases of pollutants, contaminants (chemical or industrial), toxic or Hazardous Substances or wastes into the

environment (including, ambient air, soil, surface water, ground water, wetlands, land or subsurface strata), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling or investigation or remediation of pollutants, contaminants, chemicals or industrial, toxic or Hazardous Substances or wastes.

(b)

"Hazardous Substances" means petroleum, petroleum hydrocarbons or petroleum products, petroleum by-products, radioactive materials, asbestos or asbestos-containing materials, pesticides, radon, urea formaldehyde, lead or lead- containing materials, polychlorinated biphenyls; and any other chemicals, materials, substances or wastes in any amount or concentration which are now or hereafter become defined as or included in the definition of "hazardous substances," "hazardous materials," "hazardous wastes," "extremely hazardous wastes," "restricted hazardous wastes," "toxic substances," "toxic pollutants," "pollutants," "regulated substances," "solid wastes," or "contaminants" or words of similar import, under any Environmental Law.

2.

Environmental Investigations.

2.1

Environmental Consultants. The Parties acknowledge that each of SanDisk and Toshiba has engaged an environmental consulting company to conduct an environmental investigation on its behalf as to the surface and subsurface conditions existing on or immediately adjacent to the proposed site of the Y4 Facility and other new land to be acquired or leased by Toshiba for the purpose of the Y4 Facility’s operation including the parking lot (such new land to be acquired or leased, the "Other Y4 Facility") (each a "Consultant" and the Consultant engaged by SanDisk, the "SanDisk Consultant" and the Consultant engaged by Toshiba, the "Toshiba Consultant"). SanDisk shall be solely responsible for the fees and costs charged by the SanDisk Consultant and shall indemnify and hold harmless Toshiba and the Company from any claims for compensation or damages made by the SanDisk Consultant. Toshiba shall be solely responsible for the fees and costs charged by the Toshiba Consultant and shall indemnify and hold harmless SanDisk and the Company from any claims for compensation or damages made by the Toshiba Consultant; provided, however, that fees and costs incurred by the Toshiba Consultant after the Closing and other than in connection with finalizing the Y4 Baseline Environmental Report (as defined below) shall be chargeable to and payable by the Company, which fees and costs shall be chargeable to and payable by the Parties through wafer price increases.

2.2

Scope of Review. Each Consultant will perform the activities customarily associated with Phase I (tochirireki chosa) and Phase II (osen jokyo kakunin chosa) studies. The Consultant(s) will perform Phase I and Phase II studies on the site of the Y4 Facility. The Consultant(s) will perform Phase I studies on the sites of the Other Y4 Facilities, and depending on the results of Phase I testing, may perform Phase II studies on any of such sites. Such activities will be performed at the proposed site of the Y4 Facility (and immediately adjacent thereto) and Other Y4 Facilities prior to the start of construction

(scheduled to begin July 1, 2006); provided, however, that the Parties acknowledge that the SanDisk Consultant will not be permitted to obtain soil or water samples from those areas identified on Exhibit A (such areas, the "Untested Areas"). Subject to the requirements of the owner of the Other Y4 Facilities, each Consultant will have all access to the proposed site of the Y4 Facility and Other Y4 Facilities to the extent necessary to conduct the Phase I and Phase II studies.

2.3

Information from Monitoring Activities. Toshiba shall share, or cause to be shared, with SanDisk and, upon SanDisk’s request, the SanDisk Consultant, the results of any monitoring activities conducted by Toshiba or its Affiliates with respect to the surface and subsurface conditions on the proposed site of the Y4 Facility and Other Y4 Facilities on or after the Effective Date and until the FA Termination Date; provided that if as of the FA Termination Date any claims have been made against SanDisk with respect to its indemnification obligations hereunder, on SanDisk’s request, Toshiba shall continue to provide SanDisk the results of any monitoring activities to the extent such results may affect the evaluation or determination of alleged liability of SanDisk hereunder. The Parties acknowledge and agree that any such information concerning the Y4 Facility and Other Y4 Facilities shall be considered Confidential Information of the Company and any such information concerning the Yokkaichi Facility (including the Y4 Facility and Other Y4 Facilities) shall be considered Confidential Information of Toshiba.

3.

Baseline Environmental Report.

Each Party shall direct the Consultant retained by it to (i) provide the other Consultant and other Party with its initial environmental report on the Y4 Facility and Other Y4 Facilities and (ii) discuss the reports in good faith with the other Consultant with the intent of the Parties and their Consultants agreeing upon a single, combined report (the "Y4 Baseline Environmental Report"). If Toshiba, SanDisk and the Consultants are unable to agree upon a single report within sixty (60) days after the Closing, then the draft reports of both Consultants (or combined report indicating areas of disagreement) shall collectively be considered to be the Y4 Baseline Environmental Report.

4.

Environmental Compliance.

4.1

Compliance. The Parties confirm their intent that the Y4 Facility and Other Y4 Facilities and all operations of the Company be maintained in compliance with all Environmental Laws, including by having remedial measures taken as required by any Governmental Authority or otherwise reasonably necessary to ensure that the Y4 Facility and Other Y4 Facilities and all operations of the Company will remain in compliance with all Environmental Laws.

4.2

Notice. Each Party shall promptly notify the other of any circumstances of which it becomes aware that require or could reasonably be expected to require remediation or other actions to ensure that the Company and its operations are and will be maintained in compliance with all Environmental Laws and to minimize the aggregate Covered

Environmental Costs (as defined below) that may be incurred. Upon any such notice being given and received, the Parties shall promptly discuss in good faith and seek to agree upon the measures to be taken in response to such circumstances. Pending their agreement, nothing shall prevent or limit Toshiba, acting in good faith on its own initiative or upon SanDisk’s reasonable request, from investigating the circumstances of any releases of Hazardous Substances or taking steps reasonably appropriate to limit or prevent ongoing releases, to limit the effects of a release, or to prevent or limit any exposure or damage resulting from, arising out of or otherwise by virtue of a release, including taking immediate or urgent steps as appropriate in light of the circumstances then known, provided, that nothing in this paragraph shall require either Party to take any step except as required by applicable Environmental Law.

5.

Indemnification Obligations.

5.1

Mutual Responsibility and Indemnity for Environmental Costs.

(a)

Subject to Section 5.1(b), each of SanDisk and Toshiba shall:

1.

be responsible for bearing 50% of all costs, expenses or liability (including claims by third parties or any Governmental Authority) resulting from any contamination from the release or discharge of Hazardous Substances resulting from, arising out of or otherwise by virtue of the construction or operation of the Y4 Facility or Other Y4 Facilities from the Closing until the FA Termination Date, including any and all costs to investigate, remove or remediate any release of Hazardous Substances or otherwise reasonably necessary to assure that the Company and the Y4 Facility and Other Y4 Facilities are and will (until the FA Termination Date) remain in compliance with then applicable Environmental Laws ("Environmental Costs"); and

2.

indemnify, defend and hold harmless the other Party and the Company (and their respective Indemnified Parties) for its 50% share of all Environmental Costs.

(b)

Each of SanDisk’s and Toshiba’s responsibility for 50% of Environmental Costs under Section 5.1(a) shall be subject to each of the following limitations (Environmental Costs not excluded from the one or both Parties’ responsibility under this Section 5.1(b), "Covered Environmental Costs"):

1.

Except as provided in Section 5.2(a), neither Party shall be responsible for conditions identified in the Y4 Baseline Environmental Report, including responsibility for any Environmental Costs resulting from, arising out of or otherwise by virtue of remediation or removal of pre-existing conditions. Without limiting the foregoing, neither party shall be responsible for remediation or removal of pre-existing conditions in the area depicted as Area #3 on the attached Exhibit B or the third-party-owned land adjacent thereto. However, if remedial measures otherwise taken in accordance with this Agreement incidentally result in

remediation or removal of conditions not resulting from operation of the Y4 Facility or Other Y4 Facilities, only the Environmental Costs paid for the remedial measures taken with respect to the Y4 Facility or Other Y4 Facilities, as applicable (including amounts paid for remedial measures taken with respect to the Y4 Facility or Other Y4 Facilities that return the Y4 Facility or Other Y4 Facilities to a condition better than that identified in the Y4 Baseline Environmental Report) shall constitute Covered Environmental Costs.

2.

Neither Party shall be responsible for Environmental Costs to the extent such Environmental Costs are incurred as a result of the willful misconduct of employees, agents or representatives of the other Party.

3.