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                                CONSULTING AGREEMENT

     This Consulting Agreement ("Agreement") is effective as of June 30, 1998 
by and between Silicon Graphics, Inc. (the "Company") and Robert H. Ewald 
("Consultant").

                                      RECITALS

     Consultant's employment with the Company has terminated effective June 
30, 1998 (the "Separation Date").  The Company wishes to have Consultant 
remain available to contribute to certain projects and activities of the 
Company. Accordingly, the Company and Consultant have agreed that Consultant 
will change his relationship with the Company from that of an employee to 
that of a consultant on the terms set forth in this agreement.

                                     AGREEMENT

     In consideration of the mutual promises made herein, the Company and 
Consultant hereby agree as follows:

     1.   CHANGE OF STATUS.  Consultant and Company have entered into a 
letter agreement dated contemporaneously herewith (the "Separation 
Agreement") governing the terms of Consultant's resignation as an employee of 
Company.

     2.   CONSULTING RELATIONSHIP.

          (a)  Commencing on July 1, 1998 (the "Consulting Period Effective 
Date") and continuing through the earlier of June 30, 1999 or the date this 
agreement is terminated under Paragraph 8 below (the "Consulting Period"), 
Consultant shall serve as an independent consultant to the Company.

          (b)  During the Consulting Period, Consultant shall provide such 
reasonable services as are agreed to by Consultant and the Company.  
Consultant shall be available during the Consulting Period for such 
reasonable hours on an as needed basis as are mutually agreed upon by the 
parties.  Consultant's duty to provide consulting services shall be limited 
to those areas over which Consultant had direct management responsibility 
while an employee of the Company.  Nothing in this Agreement shall be 
construed to prohibit Consultant from accepting full-time employment with 
another employer during the Consulting Period, subject to his obligations 
under Paragraphs 4, 6 and 7.  Nothing in this Agreement shall be construed to 
prohibit Consultant from being unavailable to provide consulting services on 
site, so long as Consultant is available by telephone upon no less than 
seventy-two (72) hours advance notice.  Any travel time required of 
Consultant shall be included as consulting time.  Consultant shall at all 
times be an independent contractor to the Company, and nothing in this 
agreement shall in any

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way be construed to constitute Consultant as an agent, employee or 
representative of the Company.

          (c)  The Company agrees that the workstation Consultant used as an 
employee of the Company shall be available for use by Consultant from his 
home, shall be maintained by the Company during the Consulting Period and 
shall become his personal property upon the Separation Date, but any ongoing 
fees, expenses, and access charges related to such equipment will be 
Consultant's sole responsibility  Consultant understands and agrees that the 
net book value of the workstation on the Company's books and records at the 
end of the Consulting Period, if any, will be reported as additional 
compensation to him and that he will be responsible for any associated 
individual taxes.  Consultant will be allowed to use the Company's network on 
terms and conditions similar to those provided to other independent 
contractors to provide requested consulting services during the Consulting 
Period; provided that such access will be subject to termination in the event 
that Consultant accepts employment or a consulting project with a direct 
competitor of the Company.

     3.   COMPENSATION.

          (a)  In consideration for Consultant's agreement to provide 
consulting services during the Consulting Period as provided herein and his 
faithful adherence to the terms and conditions of this agreement, the Company 
shall pay Consultant a monthly Consulting Fee equal to one-twelfth of the 
annual base salary that Consultant was earning as of the Separation Date.  
Such compensation shall be paid in monthly installments within fifteen 
business days after receipt of Consultant's monthly invoice, but no earlier 
than the fifteenth business day of each month.  The Company shall reimburse 
Consultant for any reasonable out-of-pocket expenses incurred by Consultant 
in providing services under this Agreement, provided that Consultant has 
received prior approval for incurring such expenses from the Company.   The 
Company's payment obligations under this agreement in the event that it is 
terminated prior to June 30, 1999, will be governed by Paragraphs 8 and 9(g) 
below.

          (b)  The attached Personnel Option Status Summary sets forth the 
details concerning all outstanding options to purchase Common Stock and all 
shares of restricted stock of the Company held by Consultant.  All restricted 
stock granted to Consultant by the Company shall continue to be released from 
the Company's repurchase right (at the rate provided in Consultant's 
applicable restricted stock award agreement) during the Consulting Period.  
All outstanding stock options listed on the attached summary shall remain 
outstanding and continue vesting (at their normal rate provided in the 
applicable stock option or stock award agreement) during the Consulting 
Period.  Any other stock options held by Consultant will be unaffected by the 
terms of this Agreement and will terminate to the extent they are not 
exercised within thirty (30) or ninety (90) days (depending on the terms of 
the respective option agreements) after the Separation Date.

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          (c)  Consultant is advised that as a result of the conversion of 
his status from employee to Consultant, any incentive stock options ("ISOs") 
will become non-statutory options ("NSOs"), to the extent they are not 
exercised within ninety (90) days after the date Consultant ceases to be an 
employee.  If Consultant's consulting relationship terminates for any reason, 
then all vesting shall immediately stop, and Consultant's ability to exercise 
such options shall be governed by the terms of each of the respective option 
agreements.

          (d)  Notwithstanding the termination of the employment continuation 
agreement dated as of July 10, 1989 and amended as of October 21, 1993 and 
November 14, 1997 between Consultant and the Company (the "Employment 
Continuation Agreement"), if a Change in Control of the Company (as defined 
in the Employment Continuation Agreement) occurs during the Consulting 
Period, Consultant shall have the rights provided under Section 3(b) of the 
Employment Continuation Agreement with respect to his then outstanding stock 
options to the extent that such rights could have been exercised by him if 
the Employment Continuation Agreement had been in effect and had Consultant 
been an employee of the Company at the time of the Change in Control.

          (e)  During the Consulting Period, the Company shall provide to 
Consultant medical, dental and vision continuation benefits through COBRA and 
Company shall pay the COBRA premiums until the earlier of (i) the date the 
Consultant and Consultant's covered dependents become covered under another 
employer's group health plan providing benefits and levels of coverage 
comparable to that of the Company or (ii) the termination of the Consulting 
Period as specified herein.  The Company shall also pay or reimburse 
Consultant for financial and tax consulting services and an annual physical 
exam in accordance with the Company's executive perquisite program until the 
earlier of (i) the termination of the Consulting Period, or (ii) the date at 
which Consultant accepts full-time employment with another employer.  The 
provisions of the executive perquisite program covering an automobile 
allowance, cellular telephone charges and life insurance premiums will not be 
applicable during the Consulting Period.

          (f)  The Company will, upon repayment of the remaining balance, 
forgive an amount equal to $633,445 on Consultant's loan in the aggregate 
amount of $1,317,414 (including accrued interest) on July 31, 1998.  The 
forgiveness of the loan will be reported as additional compensation to 
Consultant and Consultant will be responsible for reimbursing the Company for 
the employee share of applicable payroll taxes and for paying any additional 
federal, state and local taxes imposed on Consultant associated with this 
income.  The remaining balance of the loan in the amount of $683,969 will be 
due and payable to the Company in accordance with its terms on July 31, 1998. 
Upon payment, the Company shall return to Consultant the original promissory 
notes executed by Consultant marked paid in full, and shall immediately 
release and  reconvey all security for said notes.

          (g)  Other than the provisions set forth in the Separation Agreement,
the existing Indemnification Agreement dated July 1, 1996 between Consultant and
the

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Company, in Consultant's stock option and stock award agreements and herein,
Consultant has no expectation of, and shall make no other claims for payment or
any other compensation or benefits from the Company.

     4.   CONFIDENTIAL INFORMATION.  Consultant acknowledges that, because of 
his position with the Company, he has specific knowledge of many types of 
information that are confidential and proprietary to the Company, including, 
without limitation, its current and planned technology, its current and 
planned sales, marketing, and corporate strategies; strategic customer and 
business partners; and the organizational structure, identity, skills and 
interests of its employees.  Consultant agrees to keep and treat all such 
proprietary information as confidential and he acknowledges and reaffirms his 
obligations to the Company under the Proprietary Information and Invention 
Agreement between Consultant and the Company, wherein Consultant agreed to 
keep and treat all such proprietary information as confidential.  Those 
obligations survive the termination of Consultant's employment or consulting 
relationship with the Company and the termination of this agreement.

     5.   TAX CONSEQUENCES.  Consultant acknowledges that he is obligated to 
report as income all compensation received by Consultant pursuant to this 
agreement, and Consultant acknowledges his obligation to pay all federal, 
state or local income, self-employment or other taxes relating to such 
compensation or any amounts realized upon exercise of Consultant's options, 
and any penalties or assessments thereon.  Except as referred to in Paragraph 
3(c), the Company gives no opinions and makes no representations with respect 
to the potential or actual tax consequences or liabilities, if any, 
associated with the payment of any amounts to Consultant under the terms of 
this Agreement or the continued vesting of Consultant's options.  Consultant 
assumes sole responsibility for any tax liability that results from the 
payment of any compensation described herein.

     6.   NON-SOLICITATION.  Consultant agrees that during the term of the 
Consulting Agreement, he shall not, directly or indirectly solicit or 
influence any person in the employment of the Company or any affiliated 
entity to (i) terminate such employment, (ii) accept employment, or enter 
into any consulting arrangement, with any entity other than the Company or 
any affiliated entity or (iii) interfere with the customers, suppliers, 
clients or business of the Company or any affiliated entity in any manner.

     7.   COOPERATION.  Consultant agrees, upon the Company's or its agent's 
request and reasonable notice, to cooperate with the Company in connection 
with any claim or litigation or other matter about which Consultant may have 
relevant information.  Upon request, Consultant will also provide the Company 
with information that Consultant obtained from his employment with the 
Company regarding the Company's business or operations.  Additionally, he 
will immediately notify the Company's General Counsel if he receives any 
written or oral request for information from any persons (other than his 
full-time employer), or their counsel, who are asserting or investigating 
claims or litigation asserted against, or otherwise adverse to, the Company, 
unless Consultant is

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legally required not to disclose such request for information. Consultant 
will not disclose information to such persons except as required by legal 
process.  Consultant will not disclose to anyone, except the Company, 
confidential or privileged matters obtained from or related to his employment 
with the Company, except as required by law.

     8.   TERM AND TERMINATION.

          (a)  Consultant's consulting relationship may be terminated by the 
Company on a "for cause" basis at any time as provided in this Paragraph 8 
if, Consultant (i) willfully, flagrantly or continuously fails to perform the 
consulting services as Consultant is obligated to provide in accordance with 
Paragraph 2(b) after written demand for substantial performance is delivered 
to Consultant specifically identifying the manner in which Consultant has 
failed to perform such services, and Consultant's failure to perform 
continues for a period of ten (10) days following receipt of such demand for 
performance from the Company; (ii) violates any material provision of this 
agreement, including without limitation, the confidential information 
provision of Paragraph 4, the non-solicitation provisions of Paragraph 6, and 
the cooperation provision of Paragraph 7 (iii) commits any act of moral 
turpitude in connection with his performance of the consulting services, or 
(iv) otherwise commits any egregious or malicious act injurious to the 
Company, its business or reputation.  The Company shall give thirty (30) days 
notice to Consultant of the termination of the agreement pursuant to this 
Paragraph 8 and shall provide Consultant with a reasonable time within said 
thirty (30) day period in which to respond to and cure the alleged problem.  
In the event Consultant cures the problem within the cure period, the Company 
shall not terminate this Agreement.  The Company will have no obligation to 
make any further payments under this Agreement following a "for cause" 
termination in accordance with this Paragraph 8.  Any such termination by the 
Company shall be in addition to and shall not affect any other remedies to 
which the Company may be entitled as a result of the event leading to such 
termination.

          (b)  Notwithstanding the expiration and/or termination of this 
agreement, the provisions of Paragraphs 4 (Confidential Information), 6(b) 
(Non-Solicitation) and 7 (Cooperation) by their terms, shall survive the 
expiration and/or termination of this agreement.

     9.   GENERAL

          (a)  ENTIRE AGREEMENT.  Except as set forth in the Separation 
Agreement, this agreement represents the entire agreement and understanding 
between the Company and the Consultant concerning Consultant's consulting 
relationship and the termination of Consultant's employment relationship with 
the Company, and, except as specifically provided herein, supersedes and 
replaces all prior agreements and understandings, written and oral, 
concerning Consultant's relationship with the Company and his compensation by 
the Company, other than the Indemnification Agreement and the stock option 
and stock award agreements referred to in Paragraphs 3(g) and 3(b) above.  In 
particular, except as otherwise provided herein, Consultant agrees that the 
employment

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continuation agreement dated July 10, 1989 and amended October 21, 1993 and 
November 14, 1997 between Consultant and the Company terminated as of the 
Separation Date. Nothing in this Agreement shall affect Consultant's right to 
coverage under the Company's Directors and Officers liability insurance for 
actions taken while Consultant was  an officer or a director of the Company.  
Neither party has relied upon any representations or statements made by the 
other party hereto which are not specifically set forth in this agreement.

          (b)  SETTLEMENT OF OUTSTANDING OBLIGATIONS.  Consultant agrees that 
this Agreement, the Separation Agreement, the Indemnification Agreement and 
the stock option or stock award agreements represent settlement in full of 
all outstanding obligations owed to Consultant by the Company as a result of 
his employment by the Company or his change in status, including without 
limitation all obligations for current or past salary, bonus or severance 
payments.

          (c)  NOTICES.  Notices and all other communications provided for in 
this Agreement shall be in writing and shall be deemed to have been duly 
given when personally delivered, or sent by facsimile transmission or, if 
mailed, five (5) days after the date of deposit in the United States mails, 
registered or certified mail, return receipt requested, postage prepaid, 
addressed to the respective addresses as follows:

               (i)  if to the Company, to:
               
                    Silicon Graphics, Inc.
                    2011 N. Shoreline Blvd.
                    Mountain View, California 94043-1389
                    Attention: Larry Hicks, M/S 741
                    Fax: 650-932-0910

               with a copy to:
               
                    Silicon Graphics, Inc.
                    2011 N. Shoreline Blvd.
                    Mountain View, California 94043-1389
                    Attention: Legal Services, M/S 710
                    Fax: 650-933-7096
                    
               (ii) if to Consultant, to:
               
                    Bo Ewald
                    Fax:  
                    
               with a copy to:
               
                    Steven K. Ewald, Esq.

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                    Harrigan, Ruff, Sbardellati & Moore
                    101 West Broadway, Suite 1600
                    San Diego, CA  92101
                    Fax:  619-233-1537

          (d)  WAIVERS AND AMENDMENTS.  This agreement may be amended, 
terminated or extended, or the terms hereof may be waived, only by a written 
instrument signed by the parties.  No delay in exercising any right hereunder 
shall operate as a waiver thereof, nor shall any waiver or partial exercise 
of a right preclude any other or further exercise thereof or any other right.

          (e)  GOVERNING LAW.  This agreement shall be entered into and 
governed by the laws of the State of California.  

          (f)  DISPUTES.  To dispute any failure to make payments claimed to 
be due hereunder, Consultant must give written notice of such dispute to the 
Company within sixty (60) days after the date on which a payment claimed by 
Consultant to be due hereunder was due to be made.  In the event of any 
dispute, claim, question, or disagreement arising out of or relating to this 
agreement or the breach thereof, the parties hereto agree to first use their 
best efforts to settle such matters in an amicable manner.  Initially, they 
shall consult and negotiate with each other, in good faith and, recognizing 
their mutual interests, attempt to reach a just and equitable solution 
satisfactory to both parties.  If they do not reach such resolution within a 
period of sixty (60) days, then upon written notice by either party to the 
other, any unresolved dispute, claim or differences shall be submitted to 
confidential mediation by a mutually agreed upon mediator.  Either party may, 
without inconsistency with this agreement, apply to any court having 
jurisdiction hereof and seek injunctive relief so as to maintain the status 
quo until such time as the mediation is concluded or the controversy is 
otherwise resolved.  The site of the mediation shall be in the County of 
Santa Clara, California.  Each party shall each bear its own costs and 
expenses and an equal share of the mediators' and any similar administrative 
expenses.

          (g)  ASSIGNMENT AND ASSUMPTION.  This agreement, and Consultant's 
rights and obligations hereunder, are personal in nature and accordingly may 
not be assigned by Consultant, except for an assignment by Consultant to a 
corporation, trust, partnership or other legal entity established by him for 
personal financial or tax purposes.  If Consultant becomes disabled and is 
unable to provide consulting services during the Consulting Period, except 
for all stock option and stock award vesting terminating, all payments 
contemplated by this Agreement shall be paid in accordance with the terms 
hereof.  If Consultant's consulting relationship terminates by reason of 
death, except for all stock option and stock award vesting terminating, 
Consultant's estate's eligibility to any outstanding and all continuing 
consulting compensation payments provided hereunder shall survive.  This 
agreement and its rights, together with its obligations hereunder, shall be 
assumed by the successors in interest of the Company in connection with any 
sale, transfer or other disposition of all or substantially all of its assets 
or

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business, whether by merger, consolidation or otherwise.  Such successor or 
assignee to the business or assets shall be bound by the terms and provisions 
of this agreement. 

          (h)  COUNTERPARTS.  This agreement may be executed in counterparts, 
and each counterpart shall have the same force and effect as an original and 
shall constitute an effective, binding agreement on the part of each of the 
parties.

     10.  VOLUNTARY EXECUTION OF AGREEMENT.  This agreement is executed 
voluntarily and without any duress or undue influence on the part or on 
behalf of the parties hereto.  The parties acknowledge that:

          (a)  They have carefully read this agreement;

          (b)  They have been advised and represented in the preparation, 
negotiation, review and execution of this agreement by legal counsel of their 
own choice;

          (c)  They understand the scope, terms, consequences and effects of 
this agreement; and

          (d)  They are fully aware of the legal and binding effect of this 
agreement.

     IN WITNESS WHEREOF, the parties have executed this agreement as of the 
dates set forth below.

CONSULTANT:                        COMPANY:

                                   Silicon Graphics, Inc.


/s/ Robert H. Ewald                /s/ Kirk Froggatt
----------------------------       ------------------------------------
Robert H. Ewald                    Kirk Froggatt, Senior Vice President

Date:                              Date:  


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