Apple (AAPL)

Agreement No.  000451

This Custom Sales Agreement between Apple Computer, Inc. (“Apple”) and International Business Machines Corporation (“IBM”), which consists of this Base Agreement and Statement of Work Attachments, shall be referred to as the “Agreement”.  The term of this Agreement commences on October 21, 2002 and expires on October 20, 2007.

By signing below, the parties each agree to be bound by the terms and conditions of this Agreement including the initial Statements of Work, Attachments No. 1 and No. 2, and no additional signature on those Statements of Work are required.  Subsequent Statement of Work Attachments under this Agreement must be signed by the parties to become effective.

Upon signature by both parties, it is agreed this Agreement constitutes the complete and exclusive agreement between them superseding all contemporaneous or prior agreements, written or oral, relating to the subject matter notwithstanding anything contained in any document issued by either party, except the Confidentiality Agreement (Mutual), Agreement No. X1329, as amended, signed by IBM and Apple with an effective date of April 1, 1999.  This Agreement may not be amended or modified except by a written amendment signed by duly authorized signatories of both parties.

The parties expressly acknowledge that they have received and are in possession of a copy of any referenced item not physically attached to the Agreement and any such item will be treated as if attached.

Agreement No.  000451

This Custom Sales Agreement between Apple Computer,
Inc. (“Apple”) and International Business Machines Corporation (“IBM”), which
consists of this Base Agreement and Statement of Work Attachments, shall be
referred to as the “Agreement”.  The
term of this Agreement commences on October 21, 2002 and expires on October 20,
2007.

By signing below, the parties each agree to be
bound by the terms and conditions of this Agreement including the initial
Statements of Work, Attachments No. 1 and No. 2, and no additional signature on
those Statements of Work are required. 
Subsequent Statement of Work Attachments under this Agreement must be
signed by the parties to become effective.

Upon signature by both parties, it is agreed this
Agreement constitutes the complete and exclusive agreement between them
superseding all contemporaneous or prior agreements, written or oral, relating
to the subject matter notwithstanding anything contained in any document issued
by either party, except the Confidentiality Agreement (Mutual), Agreement No.
X1329, as amended, signed by IBM and Apple with an effective date of April 1,
1999.  This Agreement may not be amended
or modified except by a written amendment signed by duly authorized signatories
of both parties.

The parties expressly acknowledge
that they have received and are in possession of a copy of any referenced item
not physically attached to the Agreement and any such item will be treated as
if attached.