Summary of Principal Terms of Employment
                                       
     The following sets forth the principal terms of the employment
agreement between Apple Computer, Inc. (the "Company") and Gilbert F.
Amelio (the "Executive").  The Company and the Executive will negotiate a
definitive written agreement in accordance with the terms set forth below:

TERM:       5 years, commencing as soon as practicable after the date
            hereof (the "Effective Date").

TITLE:      Chairman and Chief Executive Officer.

BASE
SALARY:     $990,000 per annum.

SIGNING
BONUS:      $200,000 payable reasonably promptly following the Effective
            Date.

LOAN:       Reasonably promptly following the Effective Date, subject to
            delivery of a promissory note and other loan documentation,
            the Company or one of its subsidiaries will lend Executive
            $5,000,000 (the "Loan").  20% of the original principal amount
            of the Loan will be due and payable on each anniversary of the
            Effective Date.  The Loan will bear interest (compounded
            semiannually and payable annually).  Any unpaid principal and
            interest on the Loan will be due and payable on the date of
            the Executive's termination or resignation of employment.

ANNUAL
BONUS:      Executive will be eligible to earn an annual bonus for each
            whole or partial fiscal year of the Company during the term.
            The annual bonus will consist of the sum of the "Component A
            Bonus" and the "Component B Bonus."

            The bonus target for the Component A Bonus for each 12-month
            fiscal year will equal 1 times Executive's annual rate of base
            salary.  The bonus target for partial fiscal years in the term
            will be prorated to take into account the number of days in
            the fiscal year occurring during the term.  The amount of the
            Component A Bonus for each fiscal year may range from 50% to
            300% of target based upon performance (it being understood
            that amounts in excess of 200% will be based on extraordinary
            performance)[; provided, however, that the minimum Component A
            Bonus for the first fiscal year of the term shall be 50% of
            the target for that year].
                                       

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            The Component B Bonus for each fiscal year ending during the
            term shall be $1 million (it being understood that the
            aggregate amount of Component B Bonuses paid during the term
            may not exceed $5 million).

            The annual bonus for each fiscal year will be paid within 120
            days following the end of the applicable year.


OPTION
GRANT:      Subject to shareholder approval, the Company will grant the
            Executive an option covering one million shares of common
            stock.  The per share exercise price will be the fair market
            value of a share of stock on the day prior to the date the
            option is granted by the Compensation Committee.  The option
            will vest as follows:

            -  20% of the option will vest and become exercisable on the
               Initial Vesting Date.
           
            -  20% of the option will vest and become exercisable on each
               of the second through fifth anniversaries of the Effective
               Date.
           
            Vesting of the option on the vesting dates described above
            will occur only if the Executive is employed with the Company
            on the applicable vesting date and shareholder approval of the
            option grant is obtained.  The option will be subject to the
            standard terms of the Company's Stock Option Plan, and will be
            forfeited if not approved by the Company's stockholders at the
            first meeting thereof to occur after the Effective Date.
           
            The "Initial Vesting Date" shall mean (A) if a change in
            control of the Company does not occur on or prior to the first
            anniversary of the Effective Date, the later of (i) the first
            anniversary of the Effective Date and (ii) the date of
            stockholder approval of the option grant and performance share
            arrangement, and (B) if a change in control of the Company
            occurs on or prior to the first anniversary of the Effective
            Date, the earlier to occur of (i) the expiration of the
            Election Window (as defined below) and (ii) 18 months after
            the Effective Date, but in no event will vesting occur prior
            to the later to occur of the first anniversary of the
            Effective Date and the date of shareholder approval of the
            equity arrangements.
         
PERFORMANCE
STOCK:      Subject to shareholder approval, the Executive will be
            afforded an opportunity to earn a specified target amount of
            shares of stock for each fiscal year of the term based upon
            the achievement of performance objectives established in good
            faith for each year by the Compensation Committee and approved
            by the Board of Directors.  The target amount for each 12-
            month fiscal year will be 200,000 shares.  The target amount
            for partial fiscal years will be prorated to take into account
            the number of days in the fiscal year occurring during the
            term.  No more than 1,000,000 performance shares may be earned
            during the term.
                                       

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                        The performance shares for the first fiscal year will be
            awarded to the Executive if the performance goals established
            for that year have been achieved and the Executive's
            employment with the Company has continued past the Initial
            Vesting Date.  The performance shares for each subsequent
            fiscal year will be awarded at the start of the year (or on
            the Initial Vesting Date, if later), but will be forfeited at
            the end of the year if the performance goals applicable to
            that fiscal year are not achieved.  [In the manner determined
            by the Compensation Committee, the Executive will be eligible
            to earn fewer performance shares for a fiscal year than the
            target amount specified if performance does not meet the goal
            established by the Compensation Committee for the applicable
            fiscal year.]

            Equitable adjustment will be made to the share targets in the
            event of a Change in Control.  All rights with respect to the
            award of performance shares will be terminated and any
            outstanding performance shares will be forfeited if the
            performance share arrangement is not approved by the Company's
            stockholders at the first meeting thereof to occur after the
            Effective Date.

EFFECT OF
TERMINATION
OF
EMPLOYMENT: Following a Change in Control

            a. Right to Resign in Election Window.  If a Change in
                Control of the Company occurs on or prior to the first
                anniversary of the Effective Date, the Executive shall
                have the right to resign within the 30-day window period
                beginning six months following the date of the Change in
                Control (the "Election Window").  In the event of such a
                resignation, the Executive will receive an "all in" cash
                lump sum payment of $10 million, less the aggregate amount
                of all Component B Bonuses previously paid to the
                Executive.  The Executive will forfeit the option, all
                rights to performance shares and any outstanding
                performance shares and the right to any additional future
                payments from the Company.
           
            b. Termination by the Company.  If following a Change in
                Control, the Company terminates his employment other than
                for Cause prior to the end of the Election Window, the
                Executive will receive an "all in" cash lump sum payment
                of $10 million, less the aggregate amount of all Component
                B Bonuses previously paid to the Executive.  The Executive
                will forfeit the option, all rights to performance shares,
                any outstanding performance shares and the right to any
                additional future payments from the Company.
                                       
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                No Change in Control During the First Year.
           
            a.  Prior to the Initial Vesting Date.  If the Executive
                resigns for Good Reason or is terminated without Cause
                prior to the Initial Vesting Date, he will receive an "all
                in" cash lump sum payment of $10 million, less the
                aggregate amount of all Component B Bonuses previously
                paid to the Executive.  The Executive will forfeit the
                option, all rights to performance shares, any outstanding
                performance shares and the right to any additional future
                payments from the Company.
           
            b.  After the Initial Vesting Date.  If the Executive resigns
                for Good Reason or is terminated without Cause on or after
                the Initial Vesting Date, he will be entitled to the
                following:
           
                    -  a lump sum severance payment equal to the salary
                       and annual target bonus that would have been
                       payable to him for the remaining term of
                       employment, less the aggregate amount of all
                       Component B Bonuses previously paid to the
                       Executive.
                   
                    -  he will retain all performance shares that have
                       vested prior to the date of such termination of
                       employment and he will be eligible to vest in the
                       performance shares that would have vested at the
                       end of the fiscal year in which the termination of
                       employment occurs if the Company meets the
                       applicable performance objectives for that fiscal
                       year.  All other rights to performance shares or
                       outstanding performance shares will be forfeited.
                   
                    -  he will retain the options that have vested prior
                       to the date of such termination of employment.
                       Vested options will remain exercisable for 90 days
                       following termination of employment.  Any remaining
                       portion of the option will be forfeited.
                   
                The definitions of Good Reason and Cause will be
                negotiated in good faith (it being understood that Good
                Reason will not
                include a change in title, duties or responsibilities
                following a Change in Control that occurs on or prior to
                the first anniversary of the Effective Date).
                                       

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                Setoff.
               
                In the event the Executive's employment ends for any
                reason, the full amount of the outstanding principal and
                interest of the Loan shall become due and payable, and the
                Company will have the right to apply any and all amounts
                payable to the Executive (including any severance or
                termination payments described above) to the payment of
                the full amount of the then outstanding principal and
                interest on the Loan.  Any remaining amount of outstanding
                principal and interest that is not paid in the manner
                contemplated by the previous sentence will be payable by
                the Executive within 5 days of the date of termination or
                resignation.
         
EXCISE TAX: Severance payments will be grossed up to take into account the
            golden parachute excise tax.

STOCKHOLDER
APPROVAL:   The Company will use reasonable efforts to obtain stockholder
            approval of the option and the performance share arrangement.
            As noted above, the option and performance share arrangement
            will be void ab initio and of no further force and effect if
            such stockholder approval is not obtained.  [In the event such
            stockholder approval is not obtained, the Company and the
            Executive agree to negotiate in good faith an alternative long-
            term performance arrangement to submit to the stockholders for
            approval.]


AIRPLANE
LEASE:      The Company agrees to lease for business reasons the
            Executive's airplane on terms to be negotiated.

OTHER
TERMS:      The definitive employment agreement will contain other
            reasonable and customary provisions.


Source: OneCLE Business Contracts.