Stock Purchase Agreement - Apple Computer Inc. and SCI Systems Inc.


                    STOCK PURCHASE AGREEMENT


      THIS  STOCK PURCHASE AGREEMENT (the "Agreement") is dated as of April
4,  1996 (the "Effective Date"), and is made by and between APPLE COMPUTER,
INC.,  a  California corporation (hereinafter "Apple"),  and  SCI  SYSTEMS,
INC., a Delaware corporation ("SCI").


                            Recitals


      A.    Apple  is  engaged in the business of designing, manufacturing,
marketing,  distributing and selling personal computers and  other  related
electronic products.

      B.    Apple  desires to sell, and SCI desires to purchase,  upon  the
terms  and  subject  to the conditions set fort by the  appropriate  person
outstanding shares of capital stock of a wholly-owned subsidiary  of  Apple
("NEWCO"), a corporation which will be formed on or before the Closing Date
to  hold certain assets used by Apple in the operation of its manufacturing
facility in Fountain, Colorado (the "Fountain Facility").

      C.    Apple  and  SCI mutually desire that, after the Closing,  NEWCO
shall operate the Fountain Facility, and shall, inter alia, manufacture and
assemble certain Apple Products at the Fountain Facility, pursuant  to  the
terms and conditions set forth in the Manufacturing Agreement and the other
Related  Agreements to be executed and entered into by the  parties  at  or
prior to the Closing.

      NOW,  THEREFORE, for and in consideration of the premises and of  the
mutual  covenants and agreements herein contained, and for other  good  and
valuable  consideration, the receipt and sufficiency of  which  are  hereby
acknowledged, and intending to be legally bound hereby, the parties  hereto
agree as follows:

1.   SALE AND TRANSFER OF SHARES; CLOSING

1.1  Shares.  Subject to the terms and conditions of this Agreement, at the
Closing,  Apple  will  sell, transfer and deliver all  of  the  outstanding
shares  of the capital stock of NEWCO (the "Shares") to SCI, and  SCI  will
purchase the Shares from Apple for the Purchase Price set forth in  Section
1.2.

1.2   Purchase  Price.  The purchase price (the "Purchase Price")  for  the
Shares  will  be  equal to the total capitalization  of  NEWCO  as  of  the
Closing.  Such amount shall be the sum of:  (i) an amount equal to the  net
book  value of the Real Property and the Personal Property (other than  the
Spare  Parts)  as  of  the  Closing Date,  calculated  in  accordance  with
generally accepted accounting principles (GAAP) (as  shown on NEWCO's books
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and records); (ii) an amount  equal  to Apple's  original  purchase cost of 
the Spare  Parts  (for purposes  of  this Agreement,  the  parties estimate 
that the portion of  the  total  Purchase Price  allocated to such Spare 
Parts shall be Five Hundred Thousand Dollars ($500,000),  but the final 
amount with respect thereto shall be  determined by  the  parties prior to 
the expiration of the Due Diligence Period);  and (iii)  One  Hundred Sixty 
Million Dollars ($160,000,000).  At the  Closing, the  parties shall execute 
an amendment to this Agreement setting forth the final  amount of the total 
Purchase Price.  The entire Purchase Price shall be paid, in cash or other 
immediately available funds, at the Closing.

1.3   Closing.  Consummation of the Transaction (the "Closing") shall  take
place at the offices of the Person mutually agreed upon by SCI and Apple to
act  as  the  escrow agent for the Closing (the "Escrow Agent"),  at  10:00
o'clock  A.M. (local Colorado time) on May 31, 1996, or on such other  date
as  the parties hereto agree.  The date on which the Closing shall occur is
referred  to  herein  as the "Closing Date".  All deliveries  provided  for
herein  from  one  party to the other shall be made to  the  Escrow  Agent,
unless both parties expressly agree otherwise, in writing.

1.4  Closing Obligations.

      A.    At  the  Closing, but prior to delivering  the  Shares  to  SCI
pursuant to Section 1.4.B, Apple will deliver to NEWCO:

           (i)   A duly executed Bill of Sale and Assignment and Assumption
Agreement   in  substantially  the  form  of  Exhibit  G  and  Exhibit   H,
respectively, attached hereto;

           (ii) A warranty deed in form sufficient to transfer title to the
Real Property from Apple to NEWCO (the "Deed");

          (iii)     All such other assignments and other instruments as are
reasonably necessary to vest in NEWCO good, valid and marketable  title  to
the Assets; and

           (iv)  All other previously undelivered documents required to  be
delivered  by Apple to NEWCO at or prior to the Closing in connection  with
the Transaction, all as provided herein.

      B.    At  the Closing, but subsequent to transferring the  Assets  to
NEWCO pursuant to Section 1.4.A, Apple will deliver to SCI:

           (i)   Certificates  representing the Shares, duly  endorsed  (or
accompanied by duly executed stock powers), with signatures guaranteed by a
commercial  bank  or by a member firm of the New York Stock  Exchange,  for
transfer to SCI;

           (ii)  All other previously undelivered documents required to  be
delivered by Apple to SCI at or prior to the Closing in connection with the
Transaction, all as provided herein; and
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           (iii)      A  certificate  executed by Apple,  representing  and
warranting  to  SCI that each of Apple's representations and warranties  in
this Agreement was accurate in all respects as of the Effective Date and is
accurate  in all respects as of the Closing Date as if made on the  Closing
Date  (giving  full  effect to any supplements to  or  amendments  of  this
Agreement  or any of the exhibits attached hereto, in accordance  with  the
provisions of Section 9.4, below).

      C.    At the Closing, but subsequent to Apple transferring the Assets
to NEWCO pursuant to Section 1.4.A, SCI will deliver to Apple:

          (i)  The Purchase Price, in cash or immediately available funds;

           (ii)  All other previously undelivered documents required to  be
delivered by SCI to Apple at or prior to the Closing in connection with the
Transaction, all as provided herein; and

           (iii)      A  certificate  executed  by  SCI,  representing  and
warranting  to  Apple that each of SCI's representations and warranties  in
this Agreement was accurate in all respects as of the Effective Date and is
accurate  in all respects as of the Closing Date as if made on the  Closing
Date  (giving  full  effect to any supplements to  or  amendments  of  this
Agreement  or any of the exhibits attached hereto, in accordance  with  the
provisions of Section 9.4, below).

1.5   Costs and Fees of Escrow.  SCI shall pay the premium for or  cost  of
any  endorsement  desired  by SCI to any Title  Insurance  (as  defined  in
Section  5.9)  which may be issued in connection with the Transaction,  the
cost  of any new or updated survey of the Real Property which SCI may elect
to  obtain  or  request  NEWCO  to obtain,  all  recording  costs  and  all
documentary  stamp taxes in connection with the transfer of the  Assets  to
NEWCO, an amount equal to sixty-three percent (63%) of all state and  local
sales  and  transfer taxes, if any, with respect to the  Personal  Property
arising  from the Transaction, including without limitation any such  taxes
arising  from  the  transfer of the Assets to NEWCO, and  one-half  of  the
Escrow Agent's fee, and all other customary and usual buyer's closing costs
and  escrow  charges applicable to the Transaction.  Apple  shall  pay  the
premium  for  a  standard owner's policy of title insurance  for  the  Real
Property,  one-half of the Escrow Agent's fee, an amount equal  to  thirty-
seven  percent  (37%) of all state and local sales and transfer  taxes,  if
any,  with  respect to the Personal Property arising from the  Transaction,
including  without limitation any such taxes arising from the  transfer  of
the  Assets  to  NEWCO, and all other customary and usual seller's  closing
costs  and  escrow charges applicable to the Transaction.  Real estate  and
personal  property taxes and assessments shall be prorated using  the  most
recent  levy and assessments allocable to the Real Property as of the  date
the Deed is recorded.

2.   TRANSFER OF ASSETS; ASSUMPTION OF LIABILITIES

2.1  Assets to be Transferred to NEWCO.;  Subject to and in accordance with
the  terms  and  conditions  hereof, at the  Closing,  Apple  will  assign,
transfer,  convey  and deliver to NEWCO, all of Apple's  right,  title  and
interest in the following:
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      A.   The real property commonly known as 702 Bandley Drive, Fountain,
Colorado,  as  more  particularly described in Exhibit A  attached  hereto,
together with all improvements on the real property (collectively the "Real
Property"  or  the  "Site"), and all appurtenant rights thereto,  including
without  limitation easements, rights of way, licenses and other  interests
therein; and

      B.    All  personal property (including manufacturing  and  operating
equipment,  and  certain spare parts relating thereto [the "Spare  Parts"])
owned by Apple and used by Apple in its operation of the Fountain Facility,
to  the extent set forth on Exhibit B attached hereto, including machinery,
equipment, computers, tools, vehicles, furniture, all relevant data, files,
books and records at the Fountain Facility regarding the Assets, and office
supplies  and  office  equipment (collectively, the  "Personal  Property").
During  the  Due  Diligence  Period, SCI  and  Apple  shall  identify  with
specificity  those  Spare Parts currently located at the Fountain  Facility
which shall be transferred to NEWCO pursuant to this Agreement, and Exhibit
B  shall be amended, at or prior to the Closing, to accurately reflect such
items; and

      C.   Certain inventories of materials and components currently at the
Site and owned by Apple, and used in connection with Apple's ownership  and
operation of the Assets, which inventory shall be identified by the parties
prior to the expiration of the Due Diligence Period, and shall be set forth
in Exhibit C attached hereto (the "Initial Inventory").

      D.    The  Real Property, the Personal Property (including the  Spare
Parts)  and  the  Initial Inventory are sometimes referred to  collectively
herein as the "Assets".

      E.    As  part of the Transaction, Apple shall assign to  NEWCO,  and
NEWCO  shall  assume,  all authorizations, consents,  approvals,  licenses,
orders,  permits, exemptions of or filings or registrations with any  court
or  governmental or administrative authority which relate solely to Apple's
ownership and operation of the Assets, to the extent such Assigned  Permits
are assignable or transferable, and to the extent not encompassed within or
addressed  by  any of the Related Agreements, all as more particularly  set
forth in Exhibit D attached hereto (collectively, the "Assigned Permits").

      F.    As  part of the Transaction, Apple shall assign to  NEWCO,  and
NEWCO  shall  assume,  certain agreements and  contracts  relating  to  the
operation  of  the Site, including leases to which Apple  is  a  party  and
relating  solely to the Assets, which are set forth in Exhibit  E  attached
hereto, and which SCI shall agree, by written notice to Apple prior to  the
Due  Diligence  Completion  Date, to have NEWCO assume  (collectively,  the
"Assigned Contracts").  To the extent any consents or approvals by,  of  or
from  the  other  parties  to said Assigned Contracts  are  necessary  with
respect  to  such  assignment and assumption, Apple shall use  commercially
reasonable efforts to secure such consents or approvals.  If such  consents
or  approvals  are not secured by the Closing Date, SCI may elect  to  have
NEWCO  assume any contract for which the required third party  consent  has
not been obtained, or may elect not to have NEWCO assume any such contract,
and  in  any case SCI shall advise Apple, in writing, of its election  with
respect to any such contract not later than the Closing.
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2.2   Assignment  and Assumption of Liabilities.  As of the  Closing  Date,
Apple  shall assign to NEWCO, and NEWCO shall assume and agree to pay,  the
following  liabilities and obligations, known and unknown,  liquidated  and
unliquidated, contingent or fixed, rights and causes of action with respect
to   the   Assets,   the  Assigned  Permits  and  the  Assigned   Contracts
(collectively, the "Assumed Liabilities"):  (i) all of Apple's  obligations
arising on and after the Closing under the Assigned Contracts, and (ii) all
of  Apple's obligations arising on and after the Closing under the Assigned
Permits;  provided,  however,  that  NEWCO  shall  have  no  liability   or
obligation  to  perform under any Assigned Contracts and  Assigned  Permits
unless  and until Apple's rights thereunder have been effectively  assigned
to NEWCO.

2.3   Sale  of  Assets  "AS IS".  Except as expressly  set  forth  in  this
Agreement, Apple shall transfer the Assets to NEWCO in their "AS IS,  WHERE
IS"  condition  as of the Effective Date, and solely in reliance  on  SCI's
inspection  and  examination  of the Assets  prior  to  the  Closing  Date.
Neither  Apple,  nor any of Apple's agents, representatives  or  employees,
have  made any representations or warranties, direct or implied, verbal  or
written,  with  respect  to the Assets, or their  merchantability,  or  the
fitness  thereof for any particular purpose, except as expressly set  forth
in  this  Agreement  and  the instruments of conveyance  delivered  at  the
Closing,  and Apple shall not be obligated to SCI or to NEWCO in connection
with any defect, whether patent or latent, with respect to the same, except
as provided in this Agreement and such instruments.

2.4   Risk of Loss.  Risk of physical loss to the Assets shall be borne  by
Apple  prior  to the Closing, and by NEWCO on and after the  Closing.   If,
prior  to  the  Closing,  the Assets or any material  portion  thereof  are
damaged  by  flood, fire, earthquake or other casualty, or any governmental
or  quasi-governmental entity commences any legal action or eminent  domain
proceeding to take any portion of the Assets, then Apple shall give  prompt
notice  thereof  to  SCI  and SCI shall have the right  to  terminate  this
Agreement  by  written  notice to Apple within five (5)  days  after  SCI's
receipt  or  deemed receipt of such notice, in which event  this  Agreement
shall  immediately  terminate  and the parties  shall  thereafter  have  no
further  rights or obligations hereunder; provided, however,  that  if  SCI
elects  to go forward with the Transaction, all casualty insurance proceeds
relating solely to said casualty or loss with respect to any such damage to
any  of  the  Assets, and/or all the proceeds of any such taking  shall  be
assigned  to  NEWCO at the Closing, to the extent that such proceeds  would
otherwise be payable to Apple.

2.5   Excluded Assets.; The Assets which are the subject of this  Agreement
shall  not  include the assets and/or property of Apple described  in  this
Section 2.5, none of which shall be transferred to NEWCO (collectively, the
"Excluded Assets"):

      A.    Inventories  of raw materials, work-in-progress,  and  finished
goods  or products (other than the Initial Inventory), located at the  Site
and  used  in  connection with Apple's business at the Site, all  of  which
shall  be  governed  by  the  terms  and conditions  of  the  Manufacturing
Agreement.
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      B.    Apple's right, title and interest under such contracts, leases,
licenses and agreements which relate to Apple's operations at the Site,  to
the extent not expressly assigned, transferred or sold to NEWCO pursuant to
the terms of this Agreement.

      C.   Information used by Apple to operate and conduct its business at
the  Site with respect to the design, production and distribution of  Apple
Products,  including, without limitation, technical information,  know-how,
processes,  and procedures; and intellectual property rights of  Apple  and
all  Apple Affiliates, of every nature and description, developed by  Apple
or  such  Apple  Affiliates prior to or after the Closing Date,  including,
without  limitation, all intellectual property rights developed or used  at
the  Site in connection with the design, development or manufacture of  the
Apple  Products  manufactured at the Site, or used in connection  with  the
activities  described  in and contemplated by the Manufacturing  Agreement.
To  the extent that any such information and intellectual property is  part
of  the Transaction, it shall be subject to the terms and conditions of the
Intellectual Property Agreement.

      D.    Cash, cash equivalents, certificates of deposit, bank accounts,
prepaid items, accounts or notes receivable, and unbilled accounts or notes
arising from work completed at the Site on or prior to the Closing Date.

     E.   Claims or rights against third parties relating to liabilities or
obligations which are not assumed by NEWCO hereunder.

2.6  Excluded Liabilities.

     A.   Except as specifically assumed by NEWCO pursuant to Section 1 and
Section  2,  NEWCO  shall  not  assume,  perform,  pay  or  discharge   any
liabilities,  obligations, payables or debts of  Apple,  whether  known  or
unknown,  accrued, absolute, contingent or otherwise, and  Apple  shall  be
solely responsible for the payment or discharge thereof.

      B.    Without limiting the generality of the foregoing paragraph, SCI
and NEWCO shall not assume any liabilities or obligations of Apple:

          (i)  for any Taxes except as otherwise expressly provided in this
Agreement;

            (ii)   for   product  liabilities,  liabilities  to  customers,
contractors  and purchasers for defects in products, worker's compensation,
and  automobile and similar liabilities for personal injuries, in each case
to  the  extent  such liability arises from an injury, event or  occurrence
prior to the Closing;

           (iii)      for  any employee-related liability or obligation  of
Apple, other than as expressly set forth in the Employee Agreement;
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           (iv)  for obligations or transactions of any kind between  Apple
and its shareholders, subsidiaries or affiliates; or

          (v)  for any accounts payable of Apple arising in connection with
Apple's  business at the Fountain Facility occurring prior to the  Closing,
except  as expressly provided in the Manufacturing Agreement or any of  the
other Related Agreements.

2.7  Prorations; Tax Elections.

      A.    Prorations at Closing.  At the Closing, there shall be prorated
between  Apple, on the one hand, and NEWCO, on the other hand,  as  of  the
Closing  Date, the following accrued or prepaid items relating  to  Apple's
conduct of its business at the Site:  (i) ad valorem and similar taxes with
respect  to the Assets; (ii) rents, royalties and other payments due  under
the  Assigned  Contracts;  (iii) charges for  utilities  serving  the  Real
Property;  (iv)  deposits with respect to the Assets; (v) interest  charges
relating to the Assumed Liabilities; (vi) license fees relating to  any  of
the  Assets;  (vii)  fees  under any of the Assigned  Permits;  and  (viii)
governmental assessments and charges for services to or with respect to any
of  the  Assets.   The  Purchase  Price  to  be  paid  hereunder  shall  be
appropriately decreased by the pro rata amount of any such items which  are
accrued  but  unpaid  as  of the Closing Date, and shall  be  appropriately
increased by the pro rata amount of any such items which have been  prepaid
by Apple as of the Closing Date.

      B.    338(h)(10) Election.  Apple and SCI will make an election under
Section  338(h)(10) of the Internal Revenue Code of 1986, as  amended  (the
"Code")  (and any corresponding elections under applicable state, local  or
foreign tax law) (collectively, the "338(h)(10) Election") with respect  to
the  purchase  and sale of the Shares under this Agreement.  In  connection
with  any such election, Apple and SCI will jointly execute IRS Form 8023-A
(Corporate  Qualified Stock Purchases) at the Closing.   The  parties  will
timely  file the Form 8023-A with the appropriate Internal Revenue  Service
("IRS")  Center, via certified mail, return receipt requested to  establish
proof of filing of the form with the IRS.  Apple and SCI also agree to file
any other forms or to take such other steps as may be necessary to properly
effect  such election.  Apple will pay any tax attributable to any gain  or
loss incurred by Apple with regard to the making of the 338(h)(10) Election
and will indemnify SCI and NEWCO against any liabilities arising out of any
failure  by  Apple to pay such taxes.  In connection with  such  338(h)(10)
election,  the  Purchase Price shall be allocated by  mutual  agreement  of
Apple  and SCI, as set forth in Exhibit F attached hereto.  Apple  and  SCI
will  file  all tax returns (including amended returns and any  claims  for
refund)   and  information  reports  in  a  manner  consistent  with   such
allocation.
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2.8  No Breach By Reason of Sale.;  It is the intention of the parties that
this  Agreement shall not constitute an assignment or attempted  assignment
of  any lease, license, commitment or other contract or agreement to  which
either  SCI  or  Apple  is  a party, if any such  assignment  or  attempted
assignment  would  constitute  a  breach or  violation  thereof;  it  being
understood,  however, that the preceding does not relieve  Apple  from  any
liability to NEWCO or to SCI which Apple would otherwise have hereunder  by
reason  of  a  breach of Apple's representations, warranties, covenants  or
conditions  resulting  from the failure of Apple to  transfer  such  lease,
license, commitment, or other contract or agreement to NEWCO.

2.9   Waiver of Bulk Sales Law Compliance.;  Compliance with the bulk sales
laws  of the State of Colorado, if any, and those of any other jurisdiction
which  may be applicable to the Transaction, is hereby waived by  SCI,  and
Apple  hereby  agrees to defend, indemnify and hold NEWCO and SCI  harmless
from  and  against any claims by any Person arising out of or  due  to  the
failure  to  comply with such bulk sales laws, including without limitation
any claims by any Person against all or any part of the Assets.

2.10  Hart-Scott-Rodino  Filing.;  Promptly  following  execution  of  this
Agreement by the parties, SCI and Apple shall prepare such documentation as
may  be  necessary  to make any required filing under the Hart-Scott-Rodino
Antitrust  Improvements  Act  of 1976, as amended  (the  "HSR  Act").   The
parties  shall  cooperate  with respect to the  filing,  including  without
limitation providing relevant data to the other as needed to complete  said
filing.  SCI shall pay all required fees with respect to such filing.

3.   REPRESENTATIONS AND WARRANTIES OF APPLE.

Apple  hereby  represents  and warrants to SCI and  to  NEWCO,  as  of  the
Effective Date and as of the Closing Date, as follows:

3.1   Corporate  Organization.;   Apple is a  corporation  duly  organized,
validly  existing  and in good standing under the laws of  California,  has
full  corporate power and authority to carry on its business as it  is  now
being conducted at the Site and to own the Assets, and is duly qualified to
do business in the State of Colorado as a foreign corporation.

3.2   Authorization.;   The execution and delivery of this  Agreement,  the
Bill of Sale, the Assignment and Assumption Agreement, the transfer of  the
Shares,  and all deeds, endorsements, assignments and other instruments  to
be  executed and delivered by Apple hereunder, and the consummation of  the
Transaction, have been duly authorized by all necessary corporate action on
the part of Apple.  This Agreement has been duly executed and delivered  by
Apple and, when duly and validly executed by SCI, will constitute the valid
and  binding  obligation of Apple, enforceable against Apple in  accordance
with  its terms, except as enforceability may be limited by bankruptcy  and
other similar laws and general principles of equity.  The Deed, the Bill of
Sale, the Assignment and Assumption Agreement, and the deeds, endorsements,
assignments and other instruments to be executed and delivered to NEWCO  by
Apple at the Closing will be valid and binding obligations of Apple,
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enforceable  against  Apple  in accordance  with  their  terms,  except  as
enforceability  may be limited by bankruptcy and similar laws  and  general
principles of equity, and will effectively convey to and vest in NEWCO good
and  marketable  title to the Assets, subject only to  the  conditions  set
forth therein and to the Permitted Liens (as defined in Section 3.5).   The
transfer  of the certificates representing the Shares, and all endorsements
and stock powers executed in connection therewith, and all other documents,
instruments and certificates to be executed and delivered to SCI  by  Apple
at  the Closing will be valid and binding obligations of Apple, enforceable
against Apple in accordance with their terms, except as enforceability  may
be limited by bankruptcy and similar laws and general principles of equity,
and will effectively convey to and vest in SCI good and marketable title to
the Shares.

3.3   No Violation.  The execution and delivery of this Agreement by  Apple
and  the performance of this Agreement by Apple will not (i) conflict  with
or  violate the Articles of Incorporation or Bylaws of Apple, (ii)  subject
to the obtaining of all required consents from governmental entities having
jurisdiction  or  other  third  parties, as  provided  in  this  Agreement,
conflict  with  or  violate any law, rule, regulation, order,  judgment  or
decree  applicable  to Apple or by which any of its property  is  bound  or
affected, or (iii) result in any breach of or constitute a default  (or  an
event  that  with notice or lapse of time or both would become  a  default)
under,  or impair Apple's rights or alter the rights or obligations of  any
third  party under, or give to others any rights of termination, amendment,
acceleration or cancellation of, or result in the creation of any  lien  or
encumbrance  on any of the Assets or the Shares pursuant to,  any  material
note,  bond,  mortgage,  indenture, contract,  agreement,  lease,  license,
permit,  franchise or other instrument or obligation to which  Apple  is  a
party  or  by  which Apple is bound or affected, except,  with  respect  to
clauses  (ii)  and (iii), for any such conflicts, violations,  defaults  or
other occurrences that would not have a Material Adverse Effect on Apple.

3.4   Consents.   Except for governmental consents required under  the  HSR
Act, which will be requested as provided in Section 2.10 of this Agreement,
and  as  may  be  required under the Assigned Contracts  and  the  Assigned
Permits, no consent of any Person (other than those previously obtained) is
necessary  to  the  consummation  of the  Transaction,  including,  without
limitation,  consents  from parties to loans, contracts,  leases  or  other
agreements and consents from governmental agencies, whether federal, state,
or local or foreign.

3.5  Title to Assets; Encumbrances.

      A.   Apple has good and marketable title to the Personal Property and
the  Initial Inventory, and good, marketable fee simple title to  the  Real
Property,  subject only to the Permitted Liens.  The Assets  are  free  and
clear  of  all liens (including liens for Taxes as defined below),  claims,
charges,  security interests or other encumbrances of any nature whatsoever
including, without limitation, leases, chattel mortgages, conditional sales
contracts,  collateral security arrangements and other  title  or  interest
retention  arrangements (collectively, "Liens"), except for the  following,
all of which shall be deemed "Permitted Liens": (i) minor imperfections  of
title,  exceptions, variances, reservations or limitations (if  any),  (ii)
Liens  for  current  taxes,  assessments  and  like  impositions  not   yet
delinquent, (iii)  zoning  code  and building code provisions applicable to
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the  Real Property,  (iv) rights reserved to any governmental authority  to
regulate any of the Assets, and (v) inchoate materialmen's, mechanic's and 
workmen's liens or other like liens arising in the ordinary course of business;
none of  which  materially  detract from the value or  impair  the  use  of
the property  subject  thereto  as currently used,  or  materially  impair  
the current operations of the Site.

      B.   With respect to the Real Property, Apple warrants and represents
as follows:

          (i)  No options have been granted to others to purchase, lease or
otherwise  acquire any interest in the Real Property, or any part  thereof.
Apple  has  the exclusive right of possession of each tract comprising  the
Real  Property,  subject  only to matters of record  (including  easements,
rights of way and other similar matters of record).

           (ii)  Neither Apple nor any other Person has caused any work  or
improvements  to be performed upon or made to the Real Property  for  which
there  remains outstanding any payment obligation that would or might serve
as  the  basis for any claim, lien, charge or encumbrance in favor  of  the
Person which performed the work, other than Permitted Liens.

           (iii)      All  requisite certificates of  occupancy  and  other
permits  or approvals required with respect to the improvements on  any  of
the  Real Property and the occupancy and use thereof have been obtained and
are currently in effect.

            (iv)  Except  as  disclosed  to  SCI,  Apple  has  received  no
notification  that  it is in violation of any applicable building,  zoning,
anti-pollution, health or other law, ordinance or regulation in respect  of
the  Assets or in respect of Apple's operations at the Site, and  no  facts
have  come  to  the  attention of Apple to cause it  to  believe  any  such
violation exists.

           (v)   Neither the whole nor any portion of the Real Property  is
subject  to  any  governmental decree or order  to  be  sold  or  is  being
condemned, expropriated or otherwise taken by any public authority with  or
without payment of compensation therefor, nor to Apple's best knowledge has
any such condemnation, expropriation or taking been proposed.

3.6   Condition  of Assets.  The Personal Property has no material  defects
and  is  in  good  operating condition and repair,  normal  wear  and  tear
excepted, and is adequate for the uses to which it is being put;  and  that
portion of the Personal Property identified in Exhibit B as equipment  used
in  the  manufacture  and  assembly of Apple Products  has  been  regularly
maintained in the ordinary course of business.

3.7   Assigned  Permits.   To the best of Apple's knowledge,  the  Assigned
Permits constitute all permits needed to operate the Assets at the Fountain
Facility.
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3.8  Taxes.

      A.   "Taxes" shall mean all taxes, charges, fees, levies, imposts  or
other  assessments, including, without limitation, income, gross  receipts,
excise,  use, transfer, property, sales, license, payroll, withholding  and
franchise  taxes,  imposed by the United States, or  any  state,  local  or
foreign government or subdivision or agency thereof, whether computed on  a
unitary,  combined or any other basis, and also including any interest  and
penalties or additions to tax.

      B.    As of the date hereof, there are no Liens with respect to Taxes
(other  than  Permitted Liens for Taxes not yet delinquent)  in  connection
with the Assets.  Apple has reserved for or paid, withheld, collected,  and
paid  over  to  the  proper governmental authorities all  Taxes  which  are
required  to  be  paid, withheld, collected, or paid to and  including  the
Closing  Date  with respect to the Assets and its operations  at  the  Site
(other  than  Taxes which are being contested by Apple in good faith),  and
Apple  shall  pay  all Taxes due and payable to and including  the  Closing
Date,  to the extent that such amounts are not prorated at the Closing  and
the payment obligation therefor would thereafter rest with NEWCO.

      C.    For  all  periods  to and including the Closing  (whether  such
periods  are  reflected  in a return or report  ending  on  or  before  the
Closing, or after the Closing), NEWCO has timely filed or will have  filed,
all  Federal,  foreign, state, county, local and/or other taxing  authority
tax  returns, reports, or other required filings with respect to any Taxes,
and  has  paid or will pay such Taxes with respect to such returns, reports
or required filings for all such periods as such Taxes become due.

      D.    Apple  agrees that it shall indemnify and hold  SCI  and  NEWCO
harmless  of  and from any loss, liability or expense actually incurred  by
SCI or NEWCO as a result of all tax liability for which NEWCO may be liable
as  a member of an affiliated, consolidated, unitary or combined group  (as
defined  in  Section  1502 of the Code, or any comparable  state  or  local
statute, rule or regulation) which includes Apple or any Apple Affiliates.

3.9   Contracts.  The list of contracts and agreements set forth in Exhibit
E  attached  hereto is a true, complete and correct list of all agreements,
contracts  and commitments necessary to operate the Assets, and to  Apple's
best  knowledge there are no material defaults by any party thereunder  nor
have  any amendments, oral or written, to any such Assigned Contracts  been
made or entered into by Apple except as set forth in said Exhibit E.

3.10 Assumed Liabilities.  Apple has disclosed to SCI all known liabilities
of  Apple  under  and pursuant to the Assigned Contracts and  the  Assigned
Permits, and with respect to the Assets.

3.11  Litigation.  There are no actions, suits, inquiries,  proceedings  or
investigations  by or before any court or governmental or other  regulatory
or   administrative  agency  or  commission  (collectively,  "Proceedings")
pending  or,  to  Apple's best knowledge, threatened against  or  involving
Apple  (other  than solely as plaintiff initiated by Apple in the  ordinary
course  of  collecting receivables) relating to the Assets.   There  is  no
Proceeding known to Apple to be pending or threatened which questions or
                               103




challenges  the  validity of this Agreement or any action taken  or  to  be
taken  by  Apple  pursuant  to this Agreement or  in  connection  with  the
Transaction; nor to Apple's best knowledge is there any valid basis for any
such Proceeding with respect to Apple.  Apple is not in default under or in
violation  of, nor to Apple's best knowledge is there any valid  basis  for
any  claim of default under or violation of, any of the Assigned Contracts,
which  default or violation would have a Material Adverse Effect on NEWCO's
ownership and operation of the Assets, or on SCI's ownership of NEWCO.

3.12  Compliance with Law.  Except for insubstantial violations which would
have  no Material Adverse Effect, Apple's operations at the Site have  been
conducted  in  accordance with all applicable laws, regulations  and  other
requirements of all national governmental authorities, and of  all  states,
municipalities  and  other  political  subdivisions  and  agencies   having
jurisdiction  over  Apple's  operations at  the  Site,  including,  without
limitation,  all  such  laws,  regulations  and  requirements  relating  to
antitrust,  consumer  protection,  currency  exchange,  equal  opportunity,
health,  occupational  safety,  pension, and  securities.   Apple  has  not
received any notification of any asserted present or past failure by  Apple
to comply with such laws, rules or regulations.

3.13  Environmental Protection.  To Apple's best knowledge, during  Apple's
ownership  and  operation  of  the Fountain Facility,  Apple  has  had  all
permits, licenses and other authorizations which are required in connection
with  its  operations  at  the  Fountain Facility  under  and  pursuant  to
applicable  Federal,  state  and  local laws,  rules,  regulations,  codes,
orders,  decrees,  judgments  or  injunctions  relating  to  pollution   or
protection  of the environment, including without limitation laws  relating
to torts and laws relating to emissions, discharges, releases or threatened
releases  of  pollutants, contaminants, chemicals or any other  industrial,
hazardous   or   toxic  substances,  materials  or  wastes   (collectively,
"Hazardous Materials") into the environment (including, without limitation,
ambient  air, surface water, ground water, or land), or otherwise  relating
to  the  manufacture,  processing, distribution, use,  treatment,  storage,
disposal,  transport,  handling  of, or exposure  to,  Hazardous  Materials
(collectively, "Environmental Laws") at the Fountain Facility.   Except  as
may  have been disclosed to SCI in any documentation delivered by Apple  to
SCI  prior  to  the  Effective Date, Apple is,  and  has  been  during  its
operations  at  the  Fountain Facility, in compliance with  all  terms  and
conditions of such required permits, licenses and authorizations,  and,  to
the  best of Apple's knowledge, nothing has occurred while Apple has  owned
the  Fountain Facility which would cause Apple to fail to be in  compliance
with said Environmental Laws with respect to its operations at the Fountain
Facility.   Except  as may have been disclosed to SCI in any  documentation
delivered  by Apple to SCI prior to the Effective Date, Apple is not  aware
of,  nor  has Apple received notice of, any past, present or future events,
conditions,  circumstances, activities, practices,  incidents,  actions  or
plans  which may interfere with or prevent continued compliance  with  said
Environmental  Laws,  or which may give rise to any  common  law  or  legal
liability,  or  may otherwise form the basis of any claim, action,  demand,
suit,  proceeding  or hearing, based on or related to Apple's  manufacture,
processing,  distribution,  use, treatment, storage,  disposal,  transport,
handling,  exposure to, emission, discharge, release or threatened  release
into the environment, of any Hazardous Materials at the
                               104




Fountain  Facility.  There is no civil, criminal or administrative  action,
suit, demand, claim, hearing, notice or demand letter, notice of violation,
investigation,  or  proceeding  pending  or,  to  Apple's  best  knowledge,
threatened,  against Apple relating in any way to said  Environmental  Laws
with respect to Apple's use and operation of the Fountain Facility.

3.14  Occupational  Safety and Health.  Except as set forth  in  Exhibit  I
attached  hereto,  to  Apple's best knowledge, Apple is,  in  all  material
respects,   in   compliance  with  all  standards,  duties,   requirements,
responsibilities,  rules, regulations and orders (hereinafter  "safety  and
health obligations") currently promulgated under, or issued pursuant to  or
in  enforcement of the Occupational Safety and Health Act of 1970,  or  any
laws, plans, or safety and health obligations currently established by  any
state  or  political  subdivision thereof or by common law,  applicable  to
Apple's  operations  at the Site, with respect to occupational  safety  and
health.  Except as set forth in said Exhibit I, Apple is not aware of,  nor
has  Apple  received  notice  of,  any  past,  present  or  future  events,
conditions,  circumstances, activities, practices,  incidents,  actions  or
plans  relating to its operations at the Site which prevent  compliance  or
continued  compliance with the aforesaid laws, plans or safety  and  health
obligations  as  they  exist on the date hereof  or  any  orders,  decrees,
judgments, or injunctions, which have been issued, entered, promulgated  or
approved  thereunder, or which may give rise to any  common  law  or  legal
liability, or otherwise form the basis of any claim, action, demand,  suit,
proceeding  or hearing, based on Apple's violation of any of the  aforesaid
laws, plans, or safety and health obligations to employees or others and on
its duty to maintain a workplace free of safety and health hazards.  Except
as   set  forth  in  said  Exhibit  I,  there  is  no  civil,  criminal  or
administrative action, suit, demand, claim, hearing, citation, employee  or
other  complaint, notice of violation, investigation, or proceeding pending
or  to Apple's best knowledge threatened against Apple relating in any  way
to  the aforesaid laws, plans, or safety and health obligations established
by the Federal government or any state or political subdivision thereof, or
by  common  law,  or any orders, decrees, judgments or injunctions  issued,
entered,  promulgated  or  approved  thereunder  with  respect  to  Apple's
operations at the Site.

3.15  Financial  and Cost Data.  All financial and cost  data  relating  to
Apple's ownership and operation of the Assets disclosed to SCI by Apple  is
accurate and complete in all material respects.

3.16 Representations and Warranties With Respect to NEWCO.

      A.    Organization of NEWCO.  NEWCO will be formed by  Apple,  on  or
before  the  Closing  Date,  solely for the  purpose  of  engaging  in  the
Transaction.   From the date of its incorporation and at all times  through
and  until the Closing, NEWCO will be a corporation duly organized, validly
existing  and  in  good  standing under  the  laws  of  the  state  of  its
incorporation,  have full corporate power and authority  to  carry  on  its
business,  and (if not incorporated in Colorado) be duly qualified  in  the
State of Colorado as a foreign corporation.

      B.   Capitalization.  From the date of the incorporation of NEWCO and
at all times through and including the Closing:
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           (i)  Apple will be the record and beneficial owner and holder of
the  Shares,  free  and clear of any encumbrances or  restrictions  of  any
nature,  including,  without  limitation, any  liens,  judgments,  security
interests, equities, claims and demands.

           (ii)  Apple will not be a party to any option, warrant, purchase
right,  or other contract or commitment that could require Apple  to  sell,
transfer, or otherwise dispose of the Shares (other than this Agreement).

           (iii)      Apple will not be a party to any voting trust, proxy,
or  other  agreement or understanding with respect to  the  voting  of  the
Shares.

           (iv)  No  legend or other reference to any purported encumbrance
will appear upon any certificate representing the Shares.

           (v)   All of the Shares will be duly authorized, validly issued,
fully paid and nonassessable.

           (vi) NEWCO will not be a party to or be bound by any outstanding
or  authorized options, warrants, calls, rights, commitments or  any  other
agreements  of  any  character requiring NEWCO to  issue,  transfer,  sell,
purchase, redeem or acquire any shares of capital stock or any other equity
or   debt  securities  or  any  securities  or  rights  convertible   into,
exchangeable for, or evidencing the right to subscribe for or acquire,  any
shares of capital stock or any other equity or debt securities of NEWCO.

      C.    Authorization.  At the Closing, NEWCO will have full  corporate
power  and  authority  to  execute  and  deliver  any  and  all  agreements
contemplated under this Agreement, including, without limitation, the  Bill
of Sale and the Assignment and Assumption Agreement.

      D.   No Violation.  As of the Closing, NEWCO's execution and delivery
of the Closing documents to which it is a party, and its performance of and
under  any of the Assigned Contracts or the Assigned Permits, will not  (i)
conflict with or violate the Articles of Incorporation or Bylaws of  NEWCO,
(ii)  subject  to the obtaining of all required consents from  governmental
entities having jurisdiction, as provided in this Agreement, conflict  with
or  violate any law, rule, regulation, order, judgment or decree applicable
to  NEWCO, or (iii) result in any breach of or constitute a default (or  an
event  that  with notice or lapse of time or both would become  a  default)
under,  or impair NEWCO's rights or alter the rights or obligations of  any
third party under, or give to others any right of termination or amendment,
acceleration or cancellation of, or result in the creation of any  lien  or
encumbrance (other than Permitted Liens) on any of the Assets pursuant  to,
any  material note, bond, mortgage, indenture, contract, agreement,  lease,
license,  permit,  franchise or other instrument or  obligations  to  which
Apple  or NEWCO is a party or by which Apple or NEWCO is bound or affected,
except,  with  respect to clauses (ii) and (iii), for any  such  conflicts,
violations,  defaults or other occurrences that would not have  a  Material
Adverse Effect on Apple or NEWCO, or affect the transfer of the Assets  and
the sale of the Shares as provided herein.
                               106




      E.    Assets and Liabilities.  From the date of the incorporation  of
NEWCO and at all times to and until the Closing,

          (i)  Except for obligations or liabilities incurred in connection
with its incorporation or organization and the Transaction, NEWCO will  not
have   incurred,   directly  or  indirectly  through  any  affiliate,   any
obligations or liabilities or engaged in any business or activities of  any
type or kind whatsoever or entered into any arrangements with any person or
entity;

           (ii)  NEWCO  will not own, or have any contract to acquire,  any
equity  securities  or  other securities of any entity  or  any  direct  or
indirect  equity  or  ownership interest in any business  (other  than  the
Assets);

          (iii)     NEWCO will have no assets or liabilities other than the
Assets and the Assumed Liabilities.

3.17  Operation of Fountain Facility Prior to Closing.  As of  the  Closing
Date, the Fountain Facility (including the Assets) shall have been operated
by Apple in accordance with the provisions of Section 7.

4.   REPRESENTATIONS AND WARRANTIES OF SCI.

SCI  hereby represents and warrants to Apple, as of the Effective Date  and
as of the Closing Date, as follows:

4.1   Corporate Organization.  SCI is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware,  and
has  full corporate power and authority to carry on its business as  it  is
now being conducted.

4.2   Authorization.;  SCI has full corporate power and authority to  enter
into  this  Agreement and to carry out the Transaction.  The execution  and
delivery of this Agreement and the consummation of the Transaction has been
duly authorized by all necessary corporate action on the part of SCI.  This
Agreement,  and all other documents, instruments and certifications  to  be
executed  and  delivered  by SCI hereunder, have  been  duly  executed  and
delivered  by  SCI  and, when duly and validly executed by  Apple  (to  the
extent necessary), will constitute the valid and binding obligation of SCI,
enforceable  against  SCI  in  accordance  with  their  terms,  except   as
enforceability  may  be limited by bankruptcy and other  similar  laws  and
general principles of equity.

4.3  No Violation.  The execution and delivery of this Agreement by SCI and
the  performance  of this Agreement by SCI will not (i)  conflict  with  or
violate the Articles of Incorporation or Bylaws of SCI, (ii) subject to the
obtaining  of  all  required  consents from  governmental  entities  having
jurisdiction, as provided in this Agreement, conflict with or  violate  any
law,  rule, regulation, order, judgment or decree applicable to SCI  or  by
which any of its property is bound or affected, or (iii)
                               107




result  in  any  breach of or constitute a default (or an event  that  with
notice  or  lapse of time or both would become a default) under, or  impair
SCI's  rights or alter the rights or obligations of any third party  under,
or  give  to  others any rights of termination, amendment, acceleration  or
cancellation  of, or result in the creation of any lien or  encumbrance  on
any  of  the  Assets  pursuant  to,  any  material  note,  bond,  mortgage,
indenture, contract, agreement, lease, license, permit, franchise or  other
instrument or obligation to which SCI is a party or by which SCI  is  bound
or  affected, except, with respect to clauses (ii) and (iii), for any  such
conflicts, violations, defaults or other occurrences that would not have  a
Material Adverse Effect on SCI.

4.4   Consents.   Except for governmental consents required under  the  HSR
Act, which will be requested as provided in Section 2.10 of this Agreement,
and  as  may  be  required under the Assigned Contracts  and  the  Assigned
Permits, no consent of any Person (other than those previously obtained) is
necessary  to  the  consummation  of the  Transaction,  including,  without
limitation,  consents  from parties to loans, contracts,  leases  or  other
agreements and consents from governmental agencies, whether federal, state,
or local or foreign.

4.5   Adequate Financing.  SCI has adequate financial resources to pay  the
Purchase Price, in full, at the Closing, as required by Section 1.2 of this
Agreement,  and  all other costs to be paid by SCI as provided  in  Section
1.5,  without  placing a lien or encumbrance on the Assets  such  that  the
foreclosure  of  said  lien or encumbrance could have  a  Material  Adverse
Effect  on the performance under the Manufacturing Agreement or any of  the
Related Agreements by SCI or NEWCO, as the case may be.

5.   CONDITIONS TO THE OBLIGATIONS  OF SCI.

The obligations of SCI under this Agreement are subject to the satisfaction
on or before the Closing Date of the following conditions, any of which may
be waived by SCI in writing:

5.1  Inspection of Assets; Completion of Due Diligence.

     A.   SCI shall have the right, at all times between the Effective Date
of  this  Agreement and 12:00 o'clock midnight on May 24,  1996  (the  "Due
Diligence Completion Date"), which period is referred to herein as the "Due
Diligence  Period",  within  which to make or  obtain  any  investigations,
tests,  examinations,  reports, approvals or  arrangements  which  SCI  may
desire  with regard to the Assets (herein, the "Due Diligence"),  including
without  limitation: the physical condition of the Assets, the presence  of
Hazardous Materials on or about the Real Property, all documents and  other
matters described in any title report which SCI may obtain with respect  to
the  Real Property, the zoning and other governmental or quasi-governmental
approvals or consents relating to the Assets, and the like.  SCI agrees  to
indemnify,  defend and hold Apple and the Assets harmless of and  from  any
claim,  liability  or  expense (including reasonable  attorneys'  fees  and
costs)  arising  out of or in connection with any damage or destruction  of
any  property and/or injury or death to any person in connection with SCI's
performance  or conduct of the Due Diligence, including without  limitation
SCI's   entry,   or  the  entry  of  its  employees,  agents,  contractors,
consultants  and  experts, upon the Site for the purpose of  performing  or
conducting the Due Diligence, and SCI further agrees to keep the
                               108




Assets  free  and clear of all liens, claims and encumbrances of  any  kind
arising  from or in regard to the Due Diligence.  During the Due  Diligence
Period,  upon  reasonable prior notice to Apple's designated representative
at  the Site, Apple shall permit SCI and its representatives access to  the
Site  for  the  purpose  of  performing or conducting  the  Due  Diligence,
provided that: (i) at all times SCI and its representatives shall, if Apple
so  requests or requires, be escorted by an Apple representative, and  (ii)
except as provided in Section 5.1.B, below, SCI shall not extract or sample
any  portion  of the Real Property or the ground water thereunder  for  the
purpose  of  testing or evaluation, nor drill any hole, dig  any  well,  or
perform   any   borings  on  or  about  the  Real  Property  (collectively,
"Sampling").

      B.   During the Due Diligence Period, SCI, at its sole expense, shall
have  the  right, in order to complete its Due Diligence, and in  order  to
determine whether Hazardous Materials are present on the Real Property,  to
extract  and  sample  portions of the Real Property and  the  ground  water
thereunder,  and to otherwise perform investigations, historical  analyses,
and  make  inquiries  relative to the presence  or  potential  presence  of
Hazardous Materials on the Real Property, and shall have the right to drill
holes,  dig wells, and perform borings, provided that such entry  onto  the
Real  Property shall comply with the terms and provisions of Section 5.1.A,
above, and further provided that:

           (i)   Apple  shall have the right to approve, in its  reasonable
discretion,  all engineers, consultants, companies, laboratories,  drillers
and  other  persons  proposed by SCI to perform any of the  Due  Diligence,
prior  to  their  entry onto the Site, and SCI shall  not  allow  any  such
persons  onto  the  Site  prior  to advising  Apple  and  giving  Apple  an
opportunity  to approve all such persons, with such approval  being  deemed
given  if  Apple does not advise SCI, within three (3) business days  after
being advised of SCI's selection of any third party, of Apple's disapproval
of the designated third party;

           (ii)  SCI  shall  obtain  Apple's prior written  consent  (which
consent  shall  not be unreasonably withheld or delayed)  to  the  sampling
plan,  testing  methods  and other material elements  of  the  sampling  or
testing proposed by SCI;

          (iii)     SCI shall, at its sole expense, seal and cap any holes,
wells,  or  other  borings made by it, and shall restore the  Site  to  its
condition existing prior to any such sampling or testing by SCI;

           (iv)  SCI shall conduct all sampling or testing, and all closure
work  with  respect  to such sampling or testing, in  accordance  with  all
Federal,  state and local rules, regulations, laws and statutes  applicable
thereto;

          (v)  SCI shall bear all costs of any sampling or testing, and any
closure work in connection therewith; and

           (vi)  SCI shall hold and maintain all reports, results and other
information  concerning any testing or sampling, and  the  Assets,  in  the
strictest confidence, and shall promptly deliver true, complete and correct
copies thereof to Apple, upon SCI's receipt of the same.
                               109




      C.   Prior to the expiration of the Due Diligence Period, Apple shall
have  completed  and delivered to SCI an environmental questionnaire  in  a
form reasonably acceptable to the parties.

      D.    Prior to the expiration of the Due Diligence Period, SCI  shall
have  received all documents and information reasonably requested by it  as
part  of  the Due Diligence, and shall have approved the condition  of  the
Assets, and otherwise be satisfied with the results of its Due Diligence.

5.2    Representations  and  Warranties  True.   The  representations   and
warranties of Apple contained in Section 3, as such section may be  amended
by  the parties prior to the expiration of the Due Diligence Period, and in
all certificates and other documents delivered and to be delivered by Apple
to  SCI  and NEWCO pursuant to the terms of this Agreement or in connection
with  the  Transaction shall be true, complete and accurate in all material
respects  as  of  the date when made and at and as of the Closing  Date  as
though  such  representations and warranties were made at and  as  of  such
date.

5.3   Performance.  Apple shall have performed and complied in all material
respects with all agreements, obligations and conditions required  by  this
Agreement  to  be performed or complied with by Apple on or  prior  to  the
Closing.

5.4    Certificate  of  Apple.   Apple  shall  have  delivered  to  SCI   a
certificate, dated as of the Closing Date, certifying in such detail as SCI
may  reasonably  request,  as to the fulfillment and  satisfaction  of  the
conditions set forth in Sections 5.2 and 5.3, above.

5.5  Resolutions.

     A.   Apple shall have delivered to SCI duly adopted resolutions of the
Board  of  Directors of Apple, certified by the Secretary or  an  Assistant
Secretary  of  Apple as of the Closing Date, authorizing and approving  the
execution  and  delivery of this Agreement by Apple, and all  other  action
necessary to enable Apple to perform under this Agreement.

     B.   Apple shall have delivered to SCI duly adopted resolutions of the
Board  of  Directors of NEWCO, certified by the Secretary or  an  Assistant
Secretary  of  NEWCO  as  of  the Closing Date, authorizing  and  approving
NEWCO's performance under this Agreement.

5.6   Opinion of Counsel.  SCI shall have received an opinion from  counsel
for Apple, in form and substance reasonably acceptable to SCI, with respect
to the matters set forth in Sections 3.1, 3.2 and 3.3 of this Agreement, as
well  as  with respect to the matters set forth in Sections 3.16.A, 3.16.B,
3.16.C, and 3.16.D.

5.7   No  Injunction.   On  the Closing Date there shall  be  no  effective
injunction, writ, preliminary restraining order or any order of any  nature
issued by a court of competent jurisdiction or other governmental authority
having  jurisdiction, directing that the Transaction not be consummated  or
imposing  any conditions on the consummation of the Transaction which  SCI,
in its sole discretion, deems unacceptable.
                               110




5.8   SCI Board Approval; Consents Obtained.  The Board of Directors of SCI
shall  have approved the execution and delivery of this Agreement, and  SCI
shall  have  obtained  all  other consents and  approvals  required  to  be
obtained by it in order to consummate the transactions contemplated by this
Agreement,  and any applicable waiting period under the HSR Act shall  have
expired or been terminated.

5.9   Title  Insurance.  NEWCO shall be able to obtain, at standard  rates,
from  a  title  insurance company satisfactory to SCI, a  policy  of  title
insurance, or an unconditional undertaking to issue the same, dated  as  of
the  Closing  Date, in face amounts and in form reasonably satisfactory  to
SCI,  insuring  that  fee simple title to the Real Property  is  vested  in
NEWCO,  subject  only to exceptions to title reasonably acceptable  to  SCI
(the  "Title  Insurance").  In connection therewith, Apple agrees  that  it
shall, promptly following execution of this Agreement, deliver to SCI  true
and  correct  copies  of  all  surveys of  the  Real  Property  in  Apple's
possession;  and  if Apple does not have such a survey  for  either  parcel
constituting the Real Property, then Apple shall obtain such a  survey  for
SCI as promptly as possible upon SCI's request.

5.10  Execution of Related Agreements.  The Related Agreements  shall  have
been  fully negotiated and executed by the parties, and no bar shall  exist
to  the  effectiveness of such agreements, including any default by  either
party thereunder.

6.   CONDITIONS TO OBLIGATIONS OF APPLE.

The   obligations  of  Apple  under  this  Agreement  are  subject  to  the
satisfaction on or before the Closing Date of the following conditions, any
of which may be waived by Apple:

6.1    Representations  and  Warranties  True.   The  representations   and
warranties of SCI contained in Section 4 and in all certificates and  other
documents  delivered and to be delivered by SCI to Apple  pursuant  to  the
terms  of  this  Agreement or in connection with the Transaction  shall  be
true,  complete and accurate in all material respects as of the  date  when
made  and at and as of the Closing Date as though such representations  and
warranties were made at and as of such date.

6.2   Performance.  SCI shall have performed and complied in  all  material
respects with all agreements, obligations and conditions required  by  this
Agreement  to  be  performed or complied with by it  on  or  prior  to  the
Closing.

6.3   Certificate of SCI.  SCI shall have delivered to Apple a certificate,
dated  as  of  the  Closing Date, certifying in such detail  as  Apple  may
reasonably  request,  as  to  the  fulfillment  and  satisfaction  of   the
conditions set forth in Sections 6.1 and 6.2, above.
                               111




6.4    Resolutions.   SCI  shall  have  delivered  to  Apple  duly  adopted
resolutions of the Board of Directors of SCI, certified by the Secretary or
an  Assistant  Secretary  of SCI as of the Closing  Date,  authorizing  and
approving  the  execution and delivery of this Agreement by  SCI,  and  all
other action necessary to enable SCI to perform under this Agreement.

6.5  Opinion of Counsel.  Apple shall have received an opinion from counsel
for SCI, in form and substance reasonably acceptable to Apple, with respect
to the matters set forth in Sections 4.1, 4.2 and 4.3 of this Agreement.

6.6   No  Injunction.   On  the Closing Date there shall  be  no  effective
injunction, writ, preliminary restraining order or any order of any  nature
issued by a court of competent jurisdiction or other governmental authority
having  jurisdiction, directing that the Transaction not be consummated  or
imposing any conditions on the consummation of the Transaction which Apple,
in its sole discretion, deems unacceptable.

6.7   Apple  and  NEWCO Board Approval; Consents Obtained.  The  Boards  of
Directors  of  Apple  and of NEWCO shall have approved  the  execution  and
delivery  of  this Agreement, and Apple and/or NEWCO, as the case  may  be,
shall have obtained all other consents required to be obtained by either of
them  in  order  to consummate the Transaction, and any applicable  waiting
period under the HSR Act shall have expired or been terminated.

6.8   Execution of Related Agreements.  The Related Agreements  shall  have
been  fully negotiated and executed by both Apple and SCI, and no bar shall
exist  to  the effectiveness of such agreements, including any  default  by
either party thereunder.

7.   CONDUCT OF APPLE'S BUSINESS AT THE SITE PENDING
     THE CLOSING.

Between  the  signing  of this Agreement and the Closing  Date,  except  as
otherwise  consented  to  by SCI in writing in  advance,  Apple  agrees  as
follows.

7.1   Business in Ordinary Course.  Apple's business at the Site  shall  be
conducted  only  in  the  ordinary course,  consistent  with  Apple's  past
practice,  which  shall  not include the making  of  any  commitment  which
extends  beyond  ninety (90) days from the date hereof, the acquisition  of
capital  assets  in  excess  of Fifty Thousand  Dollars  ($50,000)  in  the
aggregate,  or the removal of any Assets other than in the ordinary  course
of  business.   Subject to the dollar limitations set forth above  in  this
Section 7.1, and provided that Apple shall not be obligated or required  to
expend  more than Five Thousand Dollars ($5,000) in repairing or  replacing
any  of  the  Assets,  Apple will use commercially  reasonable  efforts  to
maintain and keep the Assets in substantially as good condition and working
order  as  at  the  Effective Date hereof, except for depreciation  through
ordinary wear and tear.
                               112




7.2   Sale  or  Pledge of Assets.  Subject to Apple's rights under  Section
7.1,  above, Apple shall not sell or lease any of the Assets or  incur  and
allow  to  continue to exist at the Closing Date any Liens on  any  of  the
Assets,  except  for  Permitted  Liens, and  those  Liens  which  arise  by
operation of law, or are incurred in the ordinary course in accordance with
Section 7.1, or would not cause the representations contained in Section 3,
above, to be untrue were such Liens to exist on the Closing Date.

7.3   Changes  in  Agreements.  Apple shall not  amend  or  modify  in  any
material  respect,  or  consent to the early termination  of,  any  of  the
Assigned Contracts.

7.4   Preservation  of Business Organization.  Consistent  with  the  other
provisions  of  this  Agreement, Apple shall  use  commercially  reasonable
efforts  to  preserve  the Assets and the business of  Apple  at  the  Site
intact,  and to keep available to SCI and/or to NEWCO, as the case may  be,
the  services  of Apple's present employees consistent with past  practice,
and  to  preserve the goodwill of Apple's suppliers and others with respect
to the Assigned Contracts.

7.5   Insurance.  Apple shall keep all insurance currently  in  place  with
respect  to  the  Assets in full force and effect.  All premiums  due  from
Apple  with  respect to such insurance have been paid, and  Apple  has  not
received any notice of cancellation with respect thereto.

7.6  Compliance with Laws.  Apple shall comply with all laws applicable  to
its  ownership  and  operation  of  the Assets,  except  for  insubstantial
violations which would have no Material Adverse Effect.

8.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES;
     INDEMNIFICATION.

8.1    Survival   of   Representations  and  Warranties.    Each   of   the
representations,  warranties,  covenants  and  agreements  of  the  parties
contained in this Agreement shall survive the Closing Date for a period  of
two (2) years from the Closing Date; provided, however, that the warranties
and  representations set forth in Section 3.13 shall survive for  a  period
ten  (10)  years  from the Closing Date; and, provided  further,  that  the
warranties and representations set forth in Section 3.8, the obligations of
the  parties with respect to the payment of any state and local  sales  and
transfer  taxes  with respect to the Personal Property  (as  set  forth  in
Section 1.5), and the obligations under Section 2.7.B shall survive  for  a
period of five (5) years from the Closing Date, or such later date on which
the statute of limitations for any Taxes covered thereby has expired.  None
of  the warranties and representations of Apple set forth in this Agreement
shall be deemed to merge into the Deed at the Closing.
                               113




8.2  Indemnification.

      A.    By  Apple.   Apple shall indemnify, defend, and  hold  harmless
NEWCO,  SCI  and  their  respective  subsidiaries,  affiliates,  directors,
officers,   employees,  representatives  and  agents   (collectively,   the
"Indemnified SCI Persons"), and reimburse the Indemnified SCI Persons  for,
from,  and  against  all  demands, claims, actions  or  causes  of  action,
assessments,  losses, damages, liabilities, costs and expenses,  including,
without  limitation,  interest, penalties and reasonable  attorneys'  fees,
disbursements  and expenses, imposed on or incurred by the Indemnified  SCI
Persons, directly or indirectly, by reason of

(i)  any  breach  by  Apple  of any of its representations  and  warranties
     contained in this Agreement,

(ii) any  failure  by  Apple  to  perform  any  covenant,  undertaking   or
     obligation on its part hereunder,

(iii)      all  Liens  referred  to  in  Section  3.5  (including,  without
     limitation, Permitted Liens for Taxes not yet delinquent and Permitted
     Liens for Taxes which are being contested by Apple in good faith),

(iv) the  failure  of  Apple hereto to comply with the  provisions  of  any
     applicable  bulk  sales, fraudulent conveyance or other  law  for  the
     protection of creditors,

(v)  any liability related to the Excluded Assets, and/or

(vi) any other liability of Apple other than the Assumed Liabilities.

      B.   By SCI.  SCI shall indemnify, defend and hold harmless Apple and
its    subsidiaries,    affiliates,   directors,    officers,    employees,
representatives and agents (collectively, the "Indemnified Apple Persons"),
and  reimburse  the Indemnified Apple Persons for, from,  and  against  all
demands, claims, actions or causes of action, assessments, losses, damages,
liabilities,  costs and expenses, including, without limitation,  interest,
penalties  and  reasonable  attorneys' fees,  disbursements  and  expenses,
imposed  on  or  incurred  by the Indemnified Apple  Persons,  directly  or
indirectly, by reason of

(i)  any  breach  by  SCI  of  any  of its representations  and  warranties
     contained in this Agreement,

(ii) any  failure by SCI to perform any covenant, undertaking or obligation
     on its part hereunder, and/or

(iii)      the  failure of SCI hereto to comply with the provisions of  any
     applicable  bulk  sales, fraudulent conveyance or other  law  for  the
     protection of creditors.
                               114




      C.    If any action or claim shall be brought or asserted against  an
indemnified  party  under this Section 8.2 or any  successor  thereto  (the
"Indemnified  Party") in respect of which indemnity may be sought  from  an
indemnifying  party under this Section 8.2 (the "Indemnifying Party"),  the
Indemnified Party shall immediately notify the Indemnifying Party who shall
assume  the defense thereof, including the employment of counsel reasonably
satisfactory  to  the Indemnified Party and the payment  of  all  expenses;
except that any delay or failure to so notify the Indemnifying Party  shall
only  relieve  the Indemnifying Party of its obligations hereunder  to  the
extent,  if at all, that the Indemnifying Party is prejudiced by reason  of
such  delay  or  failure.  The Indemnified Party shall have  the  right  to
employ  separate counsel in any such action and participate in the  defense
thereof,  but the fees and expenses of such counsel shall be borne  by  the
Indemnified  Party  unless  (i)  the employment  thereof  shall  have  been
specifically directed and required by the Indemnifying Party  or  (ii)  the
Indemnifying  Party shall have elected not to assume the  defense  of  such
claim  and  employ counsel.  Without the consent of the Indemnified  Party,
the  Indemnifying Party shall have no right to settle or compromise on  any
non-monetary matter.

8.3   Limitation  of  Liability.   The  obligation  of  either  party  (the
"Indemnifying  Party")  hereunder  to  indemnify  the  other   party   (the
"Indemnified  Party") against any damages or claims  with  respect  to  the
matters  set  forth  in  this Agreement shall be  subject  to  all  of  the
following limitations:

      A.    No  indemnification  shall  be  required  to  be  made  by  the
Indemnifying  Party under this Section 8 or otherwise under this  Agreement
for  any  damages  or  claims in an amount less than One  Thousand  Dollars
($1,000)  for each such claim, unless and until the aggregate of  all  such
claims exceeds Twenty-Five Thousand Dollars ($25,000).

      B.    The  Indemnifying  Party shall be obligated  to  indemnify  the
Indemnified  Party  only  for those damages and  claims  as  to  which  the
Indemnified  Party has given the Indemnifying Party written notice  thereof
on  or  prior  to that date which is five (5) years after the Closing  Date
(whether or not such damages or claims have then actually been sustained or
incurred);  provided,  however,  that  with  respect  to  any  claims   for
indemnification  under Section 3.13, the period shall  be  ten  (10)  years
after  the Closing Date; and, provided, further, that with respect  to  any
claims  for  indemnification under Section 1.5, Section 2.7.B  and  Section
3.8,  the  period shall be five (5) years or such later date on  which  the
statute  of  limitations for any Taxes covered thereby  has  expired.   Any
written notice delivered by the Indemnified Party to the Indemnifying Party
pursuant  to this Section 8.3.B shall set forth the basis of the claim  for
damages  (including, without limitation, reference to the specific warranty
or  representation alleged to have been breached) and, if then determinable
by  the Indemnified Party, a reasonable estimate of the amount thereof (or,
if  the Indemnified Party's good faith opinion, no such reasonable estimate
can  then  be  made, the maximum potential damages that in the  Indemnified
Party's  good  faith  opinion might be sustained in  connection  with  such
claim).

      C.    All  damages  shall be computed net of any  actual  income  tax
benefit  resulting  therefrom to the Indemnified  Party  or  any  insurance
coverage with respect thereto which reduces or may reduce the damages  that
would otherwise be sustained.
                               115




      D.    In no event shall the Indemnifying Party's aggregate obligation
to  indemnify the Indemnified Party for damages exceed an amount  equal  to
twenty percent (20%) of that portion of the Purchase Price allocated to the
Real Property and the Personal Property (that is, net of the portion of the
Purchase Price allocated to the Initial Inventory); provided, however, that
such  limitation  shall  not apply to any claims for  indemnification  with
regard to any party's obligations with respect to Taxes, as in Section 1.5,
Section 2.7.B and Section 3.8 of this Agreement.

      E.    Anything in this Agreement to the contrary notwithstanding,  no
director,   officer  or  employee  of any party  shall  have  any  personal
liability  to  any other party as a result of such party's  breach  of  any
warranty or representation hereunder.

9.   CERTAIN OTHER COVENANTS AND AGREEMENTS.

9.1  Further Assurances.

      A.    Upon the request of any of NEWCO, SCI or Apple, any other party
will  execute and deliver to the requesting party, or such party's nominee,
all  such instruments and documents of further assurance or otherwise,  and
will do any and all such acts and things, as may reasonably be required  to
carry  out  the obligations of such party hereunder and to more effectively
consummate the Transaction, including obtaining all consents and  approvals
from  foreign governmental authorities and from third parties under  leases
and other contracts, agreements or obligations with respect to the Assets.

      B.   After the Closing, NEWCO, SCI and Apple shall from time to time,
at  the request of any other party, and without further cost or expense  to
the  requesting  party,  execute  and deliver  such  other  instruments  of
conveyance and transfer and take such other actions as the requesting party
may  reasonably  require,  in  order to  more  effectively  consummate  the
Transaction,  including  without limitation  any  reasonably  necessary  or
appropriate to vest in NEWCO good and marketable title to the Assets to  be
transferred  hereunder,  and  to effect the  assumption  by  NEWCO  of  the
Assigned Contracts, and any reasonably necessary or appropriate to transfer
or  assign to NEWCO any of the Assigned Permits, or to vest in SCI title to
the Shares.

9.2  Access and Inspection.

      A.    Prior  to  Closing.  At all times after the execution  of  this
Agreement  and up to and including the Closing Date, Apple shall give  SCI,
and  its  authorized  representatives,  reasonable  access,  during  normal
business  hours,  to the Assets, and Apple's employees,  books,  contracts,
commitments  and records as they relate to the Assets, for the  purpose  of
enabling  SCI to make such investigation of the Assets as SCI  may  desire,
including,  without limitation, having surveys and tests made of  the  Real
Property, all as more particularly set forth in Section 5.1 above.
                               116




      B.   After the Closing.  For a period of five (5) years following the
Closing, and upon reasonable request from Apple, SCI shall provide,  and/or
shall  cause  NEWCO to provide, to the officers, agents, and  employees  of
Apple,  reasonable access during normal business hours  to  the  books  and
records  of  Apple  transferred  to NEWCO  hereunder  (if  any);  provided,
however, that with respect to any such books and records applicable to  the
matters  covered by Section 3.13, SCI agrees that it shall retain or  shall
cause  NEWCO to retain all such books and records for a period of ten  (10)
years  following the Closing Date.  SCI agrees not to destroy nor to permit
NEWCO to destroy any such books or records without prior written notice  to
Apple  and a reasonable opportunity for Apple, at Apple's expense, to  take
custody  thereof.   Any access and inspection rights of Apple  pursuant  to
this  Section 9.2.B shall in no way be in derogation of or supersede or  be
deemed  to  be  in  conflict  with any rights  Apple  may  have  under  the
Manufacturing Agreement or any of the other Related Agreements with respect
to access and inspection.

9.3   Notification of Certain Matters.  Each party shall provide the  other
with prompt notice of (i) any communication alleging that the consent of  a
Person  is or may be required in connection with the Transaction, (ii)  any
communication  from  any  governmental regulatory agency  or  authority  in
connection  with  the  Transaction, and (iii) any Proceeding  commenced  or
threatened  which would have been required to be disclosed by either  party
in connection with such party's warranties and representations as set forth
in this Agreement.

9.4  Amendment of Agreement; Modification of Exhibits.

      A.    To the extent that any of the exhibits attached hereto are  not
completely filled in at the time this Agreement is executed by the parties,
such exhibits shall be completed as promptly as possible thereafter, and in
no event any later than the Closing.

     B.   If either party discovers, at any time prior to the Closing Date,
any information which would make the warranties and representations of such
party,  as set forth in this Agreement, untrue or incomplete to a  material
extent, or make the exhibits as attached hereto incorrect or misleading  in
any  material manner, or which is needed to accurately reflect  the  rights
and obligations of either party under this Agreement, then such party shall
promptly inform the other party, and the relevant portion of this Agreement
and/or  the relevant exhibit(s) shall be amended or modified as appropriate
to incorporate such new or additional information.

9.5   Confidentiality.  All information disclosed by one party to the other
in  connection with the Transaction, including all information generated by
SCI  during  the  performance of its Due Diligence, shall be  held  by  the
receiving party in strict confidence, and neither party shall reveal to any
third party any confidential information of the other party received by  it
in  connection with the Transaction, including without limitation all Apple
Confidential  Information, as that term is defined in  the  Confidentiality
Agreement.  In addition, if the Transaction is not consummated,  then  each
party shall return to the other all documents and other written information
furnished by either party to the other in connection with the Transaction.
                               117




9.6   Rights of NEWCO.  From and after the Closing, every right granted  to
SCI under this Agreement may be exercised by NEWCO, and every obligation of
SCI under this Agreement may be performed or discharged by NEWCO (provided,
however,  that  SCI  shall in no event be relieved  of  any  obligation  or
liability  it may have under this Agreement except by the full  performance
thereof   by   NEWCO,  and  SCI,  by  its  execution  of  this   Agreement,
unconditionally and irrevocably guarantees such performance by NEWCO),  and
every  covenant,  obligation and liability undertaken by Apple  under  this
Agreement  and every representation and warranty made by Apple  under  this
Agreement  to or for the benefit of SCI shall be deemed to also  have  been
made to and for the benefit of NEWCO.

10.  BROKERS; FINDERS.

Each  of  Apple and SCI represents and warrants to the other that it  dealt
with no broker, finder or similar person, firm, corporation or other entity
entitled to a fee or commission in connection with the Transaction.   Apple
and  SCI  agree,  each with the other, that each will  indemnify  and  hold
harmless  the  other,  in accordance with the provisions  of  Section  8.2,
against  any  claim (including reasonable attorneys' fees)  by  any  Person
claiming  through  the  indemnifying party to  be  entitled  to  a  fee  or
commission in connection with the Transaction.

11.  TERMINATION OF AGREEMENT.

11.1  Termination of Agreement.  This Agreement may be terminated, and  the
Transaction may be terminated and/or abandoned, at any time but  not  later
than the Closing Date, as follows:

     A.   By mutual written agreement of SCI and Apple; or

     B.   By SCI if any of the conditions provided for in Section 5 of this
Agreement shall not have been met or waived in writing by SCI prior to  the
required date therefor; or

      C.    By Apple if any of the conditions provided for in Section 6  of
this  Agreement shall not have been met or waived in writing by Apple prior
to the required date therefor; or

      D.    By  either  party if a court of competent jurisdiction  or  any
governmental, regulatory or administrative agency or commission shall  have
issued any order, decree or ruling, or taken any other action, in any  case
having  the  effect  of  permanently restraining,  enjoining  or  otherwise
prohibiting the Transaction, which order, decree or ruling is final and not
appealable; or

      E.    By either party if a Material Adverse Event occurs with respect
to such party or the other party.

      F.    The right of termination set forth in Section 11.1.B or Section
11.1.C shall not be available to a party having breached this Agreement  if
such breach shall have resulted in the non-occurrence of the Closing.
                               118




11.2  Procedure  Upon  Termination.   In  the  event  of  termination   and
abandonment  by  SCI  or  by Apple, or by both, pursuant  to  Section  11.1
hereof, written notice thereof shall forthwith be given to the other  party
and  the  Transaction shall be terminated and/or abandoned, without further
action by SCI or Apple.

12.  DEFINITIONS

12.1  "Apple"  shall  mean Apple Computer, Inc., a California  corporation,
whose  address  is  1  Infinite Loop, Cupertino, California;  and,  if  the
context so requires, all Apple Affiliates.

12.2  "Apple  Affiliates"  shall  mean all entities  controlled  by  Apple,
including  all  wholly-owned subsidiaries and all entities in  which  Apple
owns, directly or indirectly, a controlling interest.

12.3  "Apple  Product(s)" shall mean a product(s) sold by Apple  under  the
Apple Macintosh brand, the Apple Newton brand, or any successor or addition
thereto, or any replacement thereof.

12.4 "Closing" shall have the meaning set forth in Section 1.3.

12.5  "Confidentiality Agreement" shall mean that certain "Apple  Computer,
Inc.  Confidentiality Agreement (Mutual)" executed by Apple and SCI  on  or
about February 15, 1996, with respect to the Transaction.

12.6 "Manufacturing Agreement" shall mean that certain written agreement to
be entered into by and between the parties prior to the Closing Date, to be
effective as of the Closing Date, with respect to the respective rights and
obligations  of  the parties regarding the manufacture of certain  products
for  Apple  at  the  Fountain  Facility, substantially  on  the  terms  and
conditions set forth in the term sheet denominated, "Fountain Manufacturing
Agreement -- Terms and Conditions (Revision 5 - 4/3/96)", as such terms and
conditions may be mutually amended or modified by the parties.

12.7  "Material Adverse Effect" or "Material Adverse Event" shall mean,  as
the  context  may require, any change, event or effect that  is  materially
adverse  to  the business, assets (including intangible assets),  financial
condition or results of operations of the entity to whom the phrase applies
with  respect  to  its business as it affects or impacts  the  Transaction,
including  without  limitation the operation of the  Fountain  Facility  as
contemplated  by  this Agreement, either by Apple or  NEWCO  prior  to  the
Closing or by SCI or NEWCO following the Closing.

12.8  "Person"  shall mean any natural person, trust, corporation,  limited
liability  company, partnership, joint venture or other entity  having  the
ability to conduct business under the laws applicable to the Transaction.
                               119




12.9  "Related Agreements" shall mean all agreements entered  into  by  the
parties   with  respect  to  the  Transaction,  excepting  this  Agreement,
including without limitation the Manufacturing Agreement, and all ancillary
agreements  which  may be identified in either this  Agreement  or  in  the
Manufacturing Agreement, including all license agreements with  respect  to
any  intellectual  property owned or licensed by  Apple  and  used  in  the
operation  of the Assets.  All such Related Agreements shall be  listed  in
Exhibit J attached hereto.

12.10     "SCI" shall mean SCI Systems, Inc., a Delaware corporation, whose
address  is:   c/o  SCI Systems (Alabama), Inc., 2101 West Clinton  Avenue,
P.O. Box 1000, Huntsville, Alabama.

12.11      "Transaction"  shall  mean the  entire  series  of  transactions
between  the parties, as described in this Agreement, and the Manufacturing
Agreement, together with all Related Agreements.

13.  MISCELLANEOUS.

13.1 Notices.  All notices, approvals or other communications provided  for
herein  to  be  sent  or given to either party hereunder  shall  be  deemed
validly  and properly given or made if in writing and delivered by hand  or
by  certified  mail,  return receipt requested, or by overnight  commercial
delivery  service,  or  sent  via  telefacsimile  (receipt  confirmed)  and
addressed to the parties at the following addresses:

     If to Apple:

     Apple Computer, Inc.
     1 Infinite Loop
     Cupertino, California  95014
     Attention:     Kwok Lau, MS 36-PL
               Vice President, Operations
     Telephone:     (408) 974-0295
     Fax:           (408) 974-3222

     With a copy to:

     Apple Computer, Inc.
     1 Infinite Loop
     Cupertino, California  95014
     Attention:  General Counsel/esm

                               120


     If to SCI:

     SCI Systems, Inc.
     c/o SCI Systems (Alabama), Inc.
     2101 West Clinton Avenue
     P.O. Box 1000
     Huntsville, Alabama 35807
     Attention:     A.E. Sapp, Jr., President & COO
     Telephone:     (205) 882-4640
     Fax:           (205) 882-4466

     With a copy to:

     SCI Systems, Inc.
     c/o SCI Systems (Alabama), Inc.
     2101 West Clinton Avenue
     P.O. Box 1000
     Huntsville, Alabama  35807
     Attention:     Michael M. Sullivan,
               Secretary and Corporate Counsel

Either  of the parties hereto may give notice to the other at any  time  by
the  methods  specified above of a change in the address at which,  or  the
persons to whom, notices addressed to it are to be delivered in the future,
and such notice shall be deemed to amend this Section 13.1 until superseded
by  a later notice of the same type.  Any notice given by personal delivery
or by telefacsimile shall be deemed given on actual receipt, and any notice
given   by  certified  mail  or  overnight  commercial  courier  shall   be
conclusively deemed to have been given when accepted or rejected  as  shown
on the receipt therefor.

13.2  Dispute  Resolution.   In the event of  any  controversy  or  dispute
between  Apple and SCI arising out of or in connection with this Agreement,
the  parties shall attempt, promptly and in good faith, to resolve any such
dispute.   If the parties are unable to resolve any such dispute  within  a
reasonable  time  (not to exceed ninety (90) days), then either  party  may
submit  such controversy or dispute to mediation under the then  applicable
rules  of the American Arbitration Association (the "AAA") or any successor
organization.   If the dispute cannot be resolved through  mediation,  then
such  dispute  shall be resolved by arbitration conducted in  the  Northern
District  of California, in accordance with the then applicable  commercial
arbitration  rules  of the AAA; provided, however, that the  provisions  of
California  Code  of Civil Procedure 1283.05 (as enacted on  the  Effective
Date)  shall  be applicable to such arbitration.  Any judgment rendered  by
the  arbitrators pursuant to this Section 13.2 shall be final, and judgment
may  be  entered upon it in accordance with applicable law,  in  any  court
having jurisdiction.
                               121




13.3 Time of the Essence.  Time is of the essence with respect to each  and
every  term  or  provision of this Agreement where time is  an  element  of
performance.

13.4  Force  Majeure.   Subject to the express  provisions  of  Section  11
(regarding termination of this Agreement), neither party will be deemed  in
default  of  this  Agreement,  to  the  extent  that  performance  of   its
obligations  or  attempts to cure any breach are delayed  or  prevented  by
reason  of any event beyond the reasonable control of such party, including
any  act  of  God,  fire, earthquake, natural disaster,  accident,  act  of
government, or any other act or circumstance that is beyond the  reasonable
control  of  either party, provided that such party gives the  other  party
written notice thereof promptly and, in any event, within five (5) business
days  of  discovery  thereof and uses its best efforts to  continue  to  so
perform or cure.  In the event of such a force majeure event, the time  for
performance or cure will be extended for a period equal to the duration  of
the force majeure event, but in no event more than thirty (30) days.

13.5  Waiver of Compliance.  Any failure of Apple, on the one hand, or SCI,
on  the  other,  to  comply  with any obligation,  covenant,  agreement  or
condition  herein  may  be  expressly waived in writing  by  an  authorized
officer of SCI or Apple, respectively, but such waiver or failure to insist
upon  strict  compliance  with  such  obligation,  covenant,  agreement  or
condition  shall not operate as a waiver of, or estoppel with  respect  to,
any subsequent or other failure.

13.6 Expenses.  Whether or not the Transaction is consummated, Apple agrees
that all fees and expenses incurred by it in connection with this Agreement
shall be borne by it, and SCI agrees that all fees and expenses incurred by
it  in  connection  with this Agreement shall be borne  by  it,  including,
without  limitation as to Apple or SCI, all fees of counsel, attorneys  and
accountants.

13.7  Headings;  Number  and Gender; Construction.   The  headings  of  the
Sections of this Agreement are inserted for convenience only and shall  not
constitute a part hereof or affect in any way the meaning or interpretation
of  this Agreement.  Where the context so requires, the use of the singular
form  herein shall include the plural, the use of the plural shall  include
the  singular, and the use of any gender shall include any and all genders.
This  Agreement shall be construed, interpreted and enforced in  accordance
with  its  plain terms, regardless of the party which drafted any  of  such
terms  and  conditions,  and  any rule of construction,  interpretation  or
application to the contrary shall not apply hereto.

13.8  Definition of Knowledge.  The words "known", "to the  knowledge  of",
"to the best knowledge of", "aware" or words of similar import used in this
Agreement  with  reference to either party or to any  individual  shall  be
conclusively presumed to mean that the person or entity has made reasonable
and diligent efforts, under the circumstances, to become knowledgeable;  in
the case of any Person other than a natural person, the "knowledge" of such
Person  shall  be  deemed  to be the knowledge of its  executive  officers,
and/or  those individuals within each entity with functional responsibility
for the matter addressed.
                               122




13.9  Assignment.  This Agreement shall be binding upon and shall inure  to
the  benefit  of  the  parties hereto and their respective  successors  and
assigns,  provided, however, that none of such parties  shall  assign  this
Agreement or its rights hereunder without the written consent of the other,
which   consent   shall   not   be  unreasonably   withheld   or   delayed.
Notwithstanding  the  foregoing, both parties expressly  agree  that  their
respective rights and obligations under this Agreement may be assigned,  at
any  time prior to the Closing, to a wholly-owned subsidiary of such party;
provided,  however, that the party so assigning shall give  prompt  written
notice of such assignment to the other party, and provided further that  no
such  assignment  shall  relieve the assigning  party  of  any  obligations
hereunder.

13.10      Counterparts.  This Agreement may be executed  in  two  or  more
counterparts, each of which shall be deemed an original, but all  of  which
together shall constitute one and the same instrument.

13.11     Governing Law.  This Agreement shall be governed by and construed
in  accordance with the laws of the State of California, regardless of  the
laws  that  might otherwise govern under applicable principles of conflicts
of  law  thereof.  Each of the parties hereto irrevocably consents  to  the
exclusive  jurisdiction of any state or federal court within the  State  of
California, in connection with any matter based upon or arising out of this
Agreement  or the matters contemplated herein, agrees that process  may  be
served  upon  them in any manner authorized by the laws  of  the  State  of
California  for  such persons, and waives and covenants not  to  assert  or
plead  any  objection which they might otherwise have to such  jurisdiction
and  such  process.  Notwithstanding the foregoing, the parties agree  that
Colorado  law shall govern with respect to any dispute between the  parties
arising  out of the transfer of the Real Property and any warranties  under
the Deed.

13.12      Amendment  and  Modification.  Any  amendment,  modification  or
supplement  to this Agreement shall be in writing signed by  the  party  or
parties to be charged.

13.13      Other  Remedies;  Specific  Performance.   Except  as  otherwise
expressly provided in this Agreement, any and all remedies herein expressly
conferred upon a party will be deemed cumulative with and not exclusive  of
any other remedy conferred hereby, or by law or equity upon such party, and
the exercise by a party of any one remedy will not preclude the exercise of
any  other remedy.  The parties hereto agree that irreparable damage  would
occur  in  the event that any of the provisions of this Agreement were  not
performed  in  accordance  with  their specific  terms  or  were  otherwise
breached.   It is accordingly agreed that the parties shall be entitled  to
an  injunction  to  prevent  any breach of this Agreement  and  to  enforce
specifically   the  terms  and  provisions  hereof  in  any  court   having
jurisdiction, in addition to any other remedy to which they are entitled at
law or in equity.

13.14     Entire Agreement; Incorporation of Exhibits; Severability.   This
Agreement  and the exhibits attached hereto (all of which are  incorporated
herein by this reference) and the other documents delivered pursuant hereto
constitute  the entire agreement of the parties in respect of  the  subject
matter   hereof   and  supersede  all  prior  agreements,   communications,
representations, or warranties, whether  oral or written, among the parties
                               123




in respect  to  such  subject matter.  If any term or provision of this 
Agreement is found by a court  of competent  jurisdiction  to be void or 
unenforceable,  then  such  term  or provision  shall be deemed stricken 
from this Agreement, and the  remaining terms  and conditions hereof shall 
remain in full force and effect  to  the maximum  extent  possible,  or  such
void or unenforceable  term  shall  be replaced with a valid and enforceable
provision that will achieve,  to  the extent possible, the purpose of such 
void or unenforceable provision.

13.15      Publicity.   All  press releases and other public  announcements
respecting  the  subject matter hereof shall be made only with  the  mutual
agreement  of  the  parties  hereto; provided, however,  that  the  parties
understand  that  SCI  and Apple are publicly held  companies  with  shares
traded  on the New York and NASDAQ Exchanges and that the parties may  make
such  announcements  as  may  be necessary to comply  with  the  rules  and
regulations  of the said Exchanges and any and all applicable  Federal  and
state  securities  laws.   After having given notice  to  the  other  party
hereto, SCI or Apple may make any such release or announcement which in the
opinion  of their respective counsel is necessary or appropriate to  comply
with   applicable  law.   Each  party  hereto  agrees  that  it  will   not
unreasonably withhold or delay any such approval.

13.16      Third Parties.  Except as specifically set forth or referred  to
herein,  nothing  herein  expressed or implied  is  intended  or  shall  be
construed  to confer upon or give to any person or corporation  other  than
the  parties hereto and their successors or assigns, any rights or remedies
under or by reason of this Agreement.

      IN  WITNESS WHEREOF, Apple and SCI have caused this Agreement  to  be
executed  by  their  duly authorized officers as of the  date  first  above
written.

                              APPLE COMPUTER, INC., a California
                              corporation

                              By   /s/ G. Fred Forsyth

                              Its Senior V.P. Worldwide Operations


                              SCI SYSTEMS, INC., a Delaware corporation

                              By  /s/ O.B. King

                              Its Cheif Executive Officer
                               124

                                
                            Exhibit A
                                
               Legal Description of Real Property
                                
                                
                                
Parcel One

Lot  1,  Block  1, COTTONWOOD PARK, COUNTY OF EL PASO, STATE  OF  COLORADO,
EXCEPT THAT PARCEL OF LAND CONVEYED TO THE STATE DEPARTMENT OF HIGHWAYS  BY
DEED RECORDED NOVEMBER 18, 1987, IN BOOK 5446 AT PAGE 626.


Parcel Two

A PORTION OF THE SOUTHWEST QUARTER OF SECTION 31 TOWNSHIP 15 SOUTH RANGE 65
WEST  OF  THE 6TH P.M., IN THE CITY OF FOUNTAIN, EL PASO COUNTY,  COLORADO,
MORE  PARTICULARLY DESCRIBED AS FOLLOWS:  BEGINNING AT THE NORTHWEST CORNER
OF  "COTTONWOOD PARK" AS RECORDED IN PLAT BOOK Z3 AT PAGE 22 OF THE RECORDS
OF  SAID  EL  PASO COUNTY, SAID NORTHWEST CORNER BEING ALSO  THE  NORTHWEST
CORNER OF SECTION 6 TOWNSHIP 16 SOUTH RANGE 65 WEST OF THE 6TH P.M.  AND  A
POINT ON THE SOUTH LINE OF AFORESAID SECTION 31; THENCE NORTH 90 DEGREES 00
MINUTES  00 SECONDS WEST ALONG SAID SOUTH LINE OF SECTION 31 A DISTANCE  OF
179.30  FEET  TO  A POINT ON THE EASTERLY RIGHT-OF-WAY LINE  OF  INTERSTATE
HIGHWAY 25; THENCE NORTHWESTERLY ALONG SAID EASTERLY LINE AND ON A CURVE TO
THE RIGHT, WITH A RADIUS OF 5580.00 FEET, A CENTRAL ANGLE OF 02 DEGREES  05
MINUTES  40  SECONDS,  THE LONG CHORD OF WHICH BEARS NORTH  14  DEGREES  52
MINUTES 01 SECONDS WEST 203.96 FEET, AN ARC DISTANCE OF 203.97 FEET; THENCE
NORTHERLY  ALONG THE EASTERLY LINE OF THE ROAD RIGHT-OF-WAY DEEDED  TO  THE
CITY  OF  FOUNTAIN BY A DEED RECORDED IN BOOK 5546 AT PAGE 202 OF  EL  PASO
COUNTY RECORDS, AND ON A CURVE TO THE RIGHT, WITH A RADIUS OF 703.82  FEET,
A  CENTRAL ANGLE OF 10 DEGREES 34 MINUTES 18 SECONDS, A LONG CHORD  BEARING
NORTH 02 DEGREES 42 MINUTES 44 SECONDS WEST 129.68 FEET, AN ARC DISTANCE OF
129.86  FEET TO A POINT OF REVERSE CURVE; THENCE CONTINUING ALONG  EASTERLY
LINE  OF  SAID RIGHT-OF-WAY AND ON A CURVE TO THE LEFT, WITH  A  RADIUS  OF
1290.46 FEET, A CENTRAL ANGLE OF 12 DEGREES 00 MINUTES 39 SECONDS,  A  LONG
CHORD  BEARING NORTH 03 DEGREES 25 MINUTES 55 SECONDS WEST 270.02 FEET,  AN
ARC  DISTANCE  OF 270.52 FEET TO A POINT ON THE WESTERLY LINE OF  AFORESAID
SOUTHWEST  QUARTER  OF SECTION 31; THENCE NORTH 00 DEGREES  42  MINUTES  38
SECONDS  WEST 724.79 FEET TO THE NORTHWEST CORNER OF THE SOUTHWEST  QUARTER
OF  THE  SOUTHWEST QUARTER OF SAID SECTION 31; THENCE SOUTH 89  DEGREES  55
MINUTES  05 SECONDS EAST ALONG THE NORTHERLY LINE OF SAID SOUTHWEST QUARTER
OF THE SOUTHWEST QUARTER  ADISTANCE  OF 983.84 FEET TO THE NORTHWEST CORNER 
                               125


OF THAT TRACT CONVEYED  TO EL  PASO COUNTY BY DEED RECORDED IN BOOK 5591 AT
PAGE 1175 OF SAID EL  PASO COUNTY  RECORDS; THENCE SOUTHERLY AND EASTERLY 
ALONG THE WESTERLY  LINE  OF SAID TRACT THE FOLLOWING 6 COURSES:

(1)  SOUTH 32 DEGREES 02 MINUTES 03 SECONDS EAST 43.52 FEET;
(2)  SOUTH 62 DEGREES 59 MINUTES 37 SECONDS EAST 853.07 FEET;
(3)  SOUTH 13 DEGREES 34 MINUTES 30 SECONDS EAST 309.39 FEET;
(4)  SOUTH 14 DEGREES 07 MINUTES 12 SECONDS WEST 271.44 FEET;
(5)  SOUTH 21 DEGREES 36 MINUTES 21 SECONDS WEST 225.45 FEET;
(6)  SOUTH 00 DEGREES 00 MINUTES 21 SECONDS EAST 119.84 FEET TO A POINT  ON
THE  SOUTH LINE OF SAID SECTION 31, SAID POINT BEING ALSO ON THE NORTH LINE
OF AFORESAID "COTTONWOOD PARK" AND THE NORTH LINE OF AFORESAID SECTION 6;

THENCE  NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST ALONG SAID LINE 1429.21
FEET  TO  THE POINT OF BEGINNING, EXCEPT THAT TRACT CONVEYED TO THE  UNITED
STATES GOVERNMENT BY A DEED RECORDED OCTOBER 29, 1976 IN BOOK 2870 AT  PAGE
551  OF  SAID EL PASO COUNTY RECORDS.  TOGETHER WITH A BENEFICIAL  EASEMENT
FOR  UTILITY  AND  DRAINAGE PURPOSES AS SET FORTH  IN  INSTRUMENT  RECORDED
JANUARY 3, 1989 IN BOOK 5592 AT PAGE 613.

                               126

                                
                            Exhibit B
                                
        List of Personal Property (Including Spare Parts)
                                
                                
                        [To be inserted]
                               127

                                
                            Exhibit C
                                
                    List of Initial Inventory
                                
                       [To be inserted]