SEQUENT COMPUTER SYSTEMS, INC.
                         1997 STOCK OPTION PLAN

     1.  Purpose.  The purpose of this Stock Option Plan (the "Plan") is 
to enable Sequent Computer Systems, Inc. (the "Company") to attract and retain 
the services of executive officers and directors of the Company or of any 
subsidiary of the Company.

     2.  Shares Subject to the Plan.  Subject to adjustment as provided 
below and in paragraph 9, the shares to be offered under the Plan shall consist 
of Common Stock of the Company, and the total number of shares of Common Stock 
that may be issued under the Plan shall not exceed 750,000 shares plus any 
shares that become available for grant under the Plan through the expiration, 
termination or cancellation of option grants under the Plan.  The shares issued 
under the Plan may be authorized and unissued shares or reacquired shares.  If 
an option granted under the Plan expires, terminates or is canceled, the 
unissued shares subject to such option shall again be available under the Plan.

     3.  Effective Date and Duration of the Plan.

         (a) Effective Date.  The Plan shall become effective as of 
     March 11, 1997 (the "Effective Date"). Options may be granted under the 
     Plan at any time after the Effective Date and before termination of the 
     Plan.

         (b) Duration.  The Plan shall continue in effect until all shares 
     available for issuance under the Plan have been issued.  The Board of 
     Directors may suspend or terminate the Plan at any time except with 
     respect to options then outstanding under the Plan.  Termination shall not 
     affect any outstanding options under the Plan.

     4.  Administration.

         (a) Board of Directors.  The Plan shall be administered by the 
     Board of Directors of the Company, which shall determine and designate 
     from time to time the executive officers and directors to whom option 
     grants shall be made, the amount of the grants and the other terms and 
     conditions of the awards.  Subject to the provisions of the Plan, the 
     Board of Directors may from time to time adopt and amend rules and 
     regulations relating to administration of the Plan, advance the lapse of 
     any waiting period, accelerate any exercise date, waive or modify any 
     restriction applicable to shares (except those restrictions imposed by 
     law) and make all other determinations in the judgment of the Board of 
     Directors necessary or desirable for the administration of the Plan.  The
     interpretation and construction of the provisions of the Plan and related
     agreements by the Board of Directors shall be final and conclusive.  The
     Board of Directors may correct any defect or supply any omission or
     reconcile any inconsistency in the Plan or in any related agreement 
     in the manner and to the extent it shall deem expedient to carry the Plan 
     into effect, and it shall be the sole and final judge of such expediency.

         (b) Committee.  The Board of Directors may delegate to a committee 
     of the Board of Directors (the "Committee") any or all authority for 
     administration of the Plan.  If authority is delegated to a Committee, all 
     references to the Board of Directors in the Plan shall mean and relate to 
     the Committee except (i) as otherwise provided by the Board of Directors 
     and (ii) that only the Board of Directors may amend or terminate the Plan 
     as provided in paragraphs 3 and 12.

     5.  Types of Awards; Eligibility; Limitations on Certain Awards.  The 
Board of Directors may, from time to time, take the following action, 
separately or in combination, under the Plan: (i) grant Incentive Stock 
Options, as defined in Section 422 of the Internal Revenue Code of 1986, as 
amended (the "Code"), as provided in paragraphs 6(a) and 6(b); (ii) grant 
options other than Incentive Stock Options ("Non-Statutory Stock Options") as 
provided in paragraphs 6(a) and 6(c); and (iii) grant foreign qualified awards 
as provided in paragraph 7.  Option grants may be made to executive officers of 
the Company and to non-employee directors providing consulting services to the 
Company selected by the Board of Directors. The Board of Directors shall 
select the executive officers and directors to whom grants shall be made and 
shall specify the action taken with respect to each individual to whom a grant 
is made.  The Board of Directors shall determine which employees or officers 
are executive officers for purposes of the Plan.  At the discretion of the 
Board of Directors, an individual may be given an election to surrender an 
award in exchange for the grant of a new award.  No employee may be granted 
options under the Plan for more than an aggregate of  300,000 shares of 
Common Stock in any calendar year.

     6.  Option Grants.

         (a) General Rules Relating to Options.

             (i) Terms of Grant.  With respect to each option grant, the 
         Board of Directors shall determine the number of shares subject to 
         the option, the option price, the period of the option, the time or 
         times at which the option may be exercised and whether the option is 
         an Incentive Stock Option or a Nonstatutory Stock Option.

             (ii) Exercise of Options.  Except as provided in paragraph 
         6(a)(iv) or as determined by the Board of Directors, no option 
         granted under the Plan may be exercised unless at the time of such 
         exercise the optionee is employed by or performing services for the 
         Company or any subsidiary of the Company and shall have been so 
         employed continuously since the date such option was granted.  
         Absence on leave or on account of illness or disability under rules 
         established by the Board of Directors shall not, however, be deemed 
         an interruption of employment or service for this purpose.  Unless 
         otherwise determined by the Board of Directors, vesting of options 
         shall not continue during an absence on leave (including an extended 
         illness) or on account of disability.  Except as provided in 
         paragraphs 6(a)(iv), 9 and 10, options granted under the Plan may be 
         exercised from time to time over the period stated in each option in 
         such amounts and at such times as shall be prescribed by the Board 
         of Directors, provided that options shall not be exercised for 
         fractional shares.  Unless otherwise determined by the Board of 
         Directors, if the optionee does not exercise an option in any one 
         year with respect to the full number of shares to which the optionee 
         is entitled in that year, the optionee's rights shall be cumulative 
         and the optionee may purchase those shares in any subsequent year 
         during the term of the option.

             (iii) Nontransferability. Each Incentive Stock Option and, 
         unless otherwise determined by the Board of Directors, each other 
         option granted under the Plan by its terms shall be nonassignable 
         and nontransferable by the optionee, either voluntarily or by 
         operation of law, except by will or by the laws of descent and 
         distribution of the state or country of the optionees domicile at 
         the time of death, and each option by its terms shall be exercisable 
         during the optionees lifetime only by the optionee.

             (iv) Termination of Employment or Service.

                  (A) General Rule.  Unless otherwise determined by the 
             Board of Directors, in the event the employment or service of 
             the optionee with the Company or a subsidiary terminates for 
             any reason other than because of physical disability or death 
             as provided in subparagraphs 6(a)(iv)(B) and (C), the option 
             may be exercised at any time prior to the expiration date of 
             the option or the expiration of 30 days after the date of such 
             termination, whichever is the shorter period, but only if and 
             to the extent the optionee was entitled to exercise the option 
             at the date of such termination.
 
                  (B) Termination Because of Total Disability.  Unless 
             otherwise determined by the Board of Directors, in the event 
             of the termination of employment or service because of total 
             disability, the option may be exercised at any time prior to 
             the expiration date of the option or the expiration of 
             12 months after the date of such termination, whichever is the 
             shorter period, but only if and to the extent the optionee was 
             entitled to exercise the option at the date of such 
             termination.  The term "total disability" means a mental or 
             physical impairment which is expected to result in death or 
             which has lasted or is expected to last for a continuous 
             period of 12 months or more and which causes the optionee to 
             be unable, in the opinion of the Company and two independent 
             physicians, to perform his or her duties as an employee, 
             director, officer or consultant of the Company and to be 
             engaged in any substantial gainful activity.  Total disability 
             shall be deemed to have occurred on the first day after the 
             Company and the two independent physicians have furnished 
             their opinion of total disability to the Company.
 
                  (C) Termination Because of Death.  Unless otherwise 
             determined by the Board of Directors, in the event of the 
             death of an optionee while employed by or providing service to 
             the Company or a subsidiary, the option may be exercised at 
             any time prior to the expiration date of the option or the 
             expiration of 12 months after the date of such death, 
             whichever is the shorter period, but only if and to the extent 
             the optionee was entitled to exercise the option at the date 
             of such termination and only by the person or persons to whom 
             such optionees rights under the option shall pass by the 
             optionee's will or by the laws of descent and distribution of 
             the state or country of domicile at the time of death.

                  (D) Amendment of Exercise Period Applicable to 
             Termination.  The Board of Directors, at the time of grant or 
             at any time thereafter, may extend the 30-day and 12-month 
             exercise periods any length of time not later than the 
             original expiration date of the option, and may increase the 
             portion of an option that is exercisable, subject to such 
             terms and conditions as the Board of Directors may determine.
 
                  (E) Failure to Exercise Option.  To the extent that the 
             option of any deceased optionee or of any optionee whose 
             employment or service terminates is not exercised within the 
             applicable period, all further rights to purchase shares 
             pursuant to such option shall cease and terminate.
 
             (v) Purchase of Shares.  Unless the Board of Directors 
         determines otherwise, shares may be acquired pursuant to an option 
         granted under the Plan only upon receipt by the Company of notice in 
         writing from the optionee of the optionee's intention to exercise, 
         specifying the number of shares as to which the optionee desires to 
         exercise the option and the date on which the optionee desires to 
         complete the transaction, and if required in order to comply with 
         the Securities Act of 1933, as amended, containing a representation 
         that it is the optionee's present intention to acquire the shares 
         for investment and not with a view to distribution.  Unless the 
         Board of Directors determines otherwise, on or before the date 
         specified for completion of the purchase of shares pursuant to an 
         option, the optionee must have paid the Company the full purchase 
         price of such shares in cash (including, with the consent of the 
         Board of Directors, cash that may be the proceeds of a loan from the 
         Company) or, with the consent of the Board of Directors, in whole or 
         in part, in Common Stock of the Company valued at fair market value.  
         The fair market value of Common Stock provided in payment of the 
         purchase price shall be the closing price of the Common Stock as 
         reported in The Wall Street Journal on the trading day preceding the 
         date the option is exercised, or such other reported value of the 
         Common Stock as shall be specified by the Board of Directors.  No 
         shares shall be issued until full payment therefor has been made.  
         With the consent of the Board of Directors, an optionee may request 
         the Company to apply automatically the shares to be received upon 
         the exercise of a portion of a stock option (even though stock 
         certificates have not yet been issued) to satisfy the purchase price 
         for additional portions of the option.  Each optionee who has 
         exercised an option shall immediately upon notification of the 
         amount due, if any, pay to the Company in cash amounts necessary to 
         satisfy any applicable federal, state and local tax withholding 
         requirements.  If additional withholding is or becomes required 
         beyond any amount deposited before delivery of the certificates, the 
         optionee shall pay such amount to the Company on demand.  If the 
         optionee fails to pay the amount demanded, the Company may withhold 
         that amount from other amounts payable by the Company to the 
         optionee, including salary, subject to applicable law.  With the 
         consent of the Board of Directors an optionee may satisfy this 
         obligation, in whole or in part, by having the Company withhold from 
         the shares to be issued upon the exercise that number of shares that 
         would satisfy the withholding amount due or by delivering to the 
         Company Common Stock to satisfy the withholding amount.  Upon the 
         exercise of an option, the number of shares reserved for issuance 
         under the Plan shall be reduced by the number of shares issued upon 
         exercise of the option, less the number of shares surrendered in 
         payment of the option exercise or surrendered or withheld to satisfy 
         withholding obligations.

         (b) Incentive Stock Options.  Incentive Stock Options shall be 
     subject to the following additional terms and conditions:

             (i) Limitation on Amount of Grants.  Incentive Stock Options 
         may be granted only to employees of the Company or its subsidiaries.  
         No employee may be granted Incentive Stock Options under the Plan if 
         the aggregate fair market value, on the date of grant, of the Common 
         Stock with respect to which Incentive Stock Options are exercisable 
         for the first time by that employee during any calendar year under 
         the Plan and under any other incentive stock option plan (within the 
         meaning of Section 422 of the Code) of the Company or any parent or 
         subsidiary of the Company exceeds $100,000.

             (ii) Limitations on Grants to 10 Percent Shareholders.  An 
         Incentive Stock Option may be granted under the Plan to an employee 
         possessing more than 10 percent of the total combined voting power 
         of all classes of stock of the Company or of any parent or sub-
         sidiary of the Company only if the option price is at least 110 
         percent of the fair market value of the Common Stock subject to the 
         option on the date it is granted, as described in paragraph 
         6(b)(iv), and the option by its terms is not exercisable after the 
         expiration of five years from the date it is granted.
             (iii) Duration of Options.  Subject to paragraphs 6(a)(ii) 
         and 6(b)(ii), Incentive Stock Options granted under the Plan shall 
         continue in effect for the period fixed by the Board of Directors, 
         except that no Incentive Stock Option shall be exercisable after the 
         expiration of 10 years from the date it is granted.

             (iv) Option Price.  The option price per share shall be 
         determined by the Board of Directors at the time of grant.  Except 
         as provided in paragraph 6(b)(ii), the option price shall not be 
         less than 100 percent of the fair market value of the Common Stock 
         covered by the Incentive Stock Option at the date the option is 
         granted.  The fair market value shall be deemed to be the closing 
         price of the Common Stock as reported in The Wall Street Journal on 
         the day preceding the date the option is granted, or if there has 
         been no sale on that date, on the last preceding date on which a 
         sale occurred, or such other value of the Common Stock as shall be 
         specified by the Board of Directors.

             (v) Limitation on Time of Grant.  No Incentive Stock Option 
         shall be granted on or after the tenth anniversary of the effective 
         date of the Plan.

             (vi) Conversion of Incentive Stock Options.  The Board of 
         Directors may at any time without the consent of the optionee 
         convert an Incentive Stock Option to a Non-Statutory Stock Option.

             (vii) Limitation on Number of Shares Issuable Under Incentive 
         Stock Options.  Subject to adjustment as provided in paragraph 9, 
         the total number of shares of Common Stock that may be issued under 
         the Plan upon exercise of Incentive Stock Options shall not exceed 
         750,000 shares.

         (c) Non-Statutory Stock Options.  Non-Statutory Stock Options shall 
     be subject to the following additional terms and conditions:

             (i) Option Price.  The option price for Non-Statutory Stock 
         Options shall be determined by the Board of Directors at the time of 
         grant.  The option price may not be less than 85 percent of the fair 
         market value of the shares on the date of grant.  The fair market 
         value of shares covered by a Non-Statutory Stock Option shall be 
         determined pursuant to paragraph 6(b)(iv).

             (ii) Duration of Options.  Non-Statutory Stock Options 
         granted under the Plan shall continue in effect for the period fixed 
         by the Board of Directors.

     7.  Foreign Qualified Grants.  Options may be granted under the Plan 
to such executive officers of the Company and its subsidiaries residing in 
foreign jurisdictions as the Board of Directors may determine from time to 
time.  The Board of Directors may adopt such supplements to the Plan as may be 
necessary to comply with the applicable laws of such foreign jurisdictions and 
to afford participants favorable treatment under such laws; provided, however, 
that no award shall be granted under any such supplement with terms which are 
more beneficial to the participants than the terms permitted by the Plan.

     8.  Automatic Option Grants to Non-Employee Directors.

         (a) Initial Board Grants.  Each person who becomes a Non-Employee 
     Director after the Effective Date shall be automatically granted an 
     option to purchase 10,000 shares of Common Stock on the date he or she 
     becomes a Non-Employee Director.  A "Non-Employee Director" is a director 
     who is not an employee of the Company or any of its subsidiaries.

         (b) Additional Board Grants.  Each Non-Employee Director shall be 
     automatically granted an option to purchase additional shares of Common 
     Stock in each calendar year subsequent to the year in which such Non-
     Employee Director became a director, such option to be granted as of the 
     date of the Company's annual meeting of stockholders held in such calendar 
     year, provided that the Non-Employee Director continues to serve in such 
     capacity as of such date.  The number of shares subject to each additional 
     grant shall be 5,000 shares.

         (c) Committee Grants.  On the date of each annual meeting of 
     shareholders, each Non-Employee Director who then serves on a committee of 
     the Board of Directors shall be automatically granted an option to 
     purchase 2,000 shares of Common Stock for each committee on which he or 
     she then serves.

         (d) Exercise Price.  The exercise price of the options granted 
     pursuant to this paragraph 8 shall be equal to 85 percent of the fair 
     market value of the Common Stock determined pursuant to paragraph 
     6(b)(iv).

         (e) Term of Option.  The term of each option granted pursuant to 
     this paragraph 8 shall be 10 years from the date of grant.

         (f) Exercisability.  Until an option expires or is terminated and 
     except as provided in paragraph 8(g), 9 and 10, an option granted under 
     this paragraph 8 shall be exercisable according to the following schedule:

          Period of Non-Employee Director's
       Continuous Service as a Director of the      Portion of Total Option
     Company from the Date the Option is Granted      Which is Exercisable 


                Less than 12 months                            0%

                 After 12 months                    24% plus 2% for each 
                                                complete month of continuous 
                                               service in excess of 12 months, 
                                                     until fully vested.

         For purposes of this paragraph 8(f), a complete month shall be 
     deemed to be the period which starts on the day of grant and ends on the 
     same day of the following calendar month, so that each successive 
     "complete month" ends on the same day of each successive calendar month 
     (or, in respect of any calendar month which does not include such a day, 
     that "complete month" shall end on the first day of the next following 
     calendar month).

         (g) Termination As a Director.  Unless otherwise determined by the 
     Board of Directors, if an optionee ceases to be a director of the Company 
     for any reason, including death, the option may be exercised at any time 
     prior to the expiration date of the option or the expiration of 30 days 
     (or 12 months in the event of death) after the last day the optionee 
     served as a director, whichever is the shorter period, but only if and to 
     the extent the optionee was entitled to exercise the option as of the last 
     day the optionee served as a director.

         (h) Nontransferability.  Unless otherwise determined by the Board 
     of Directors, each option by its terms shall be nonassignable and 
     nontransferable by the optionee, either voluntarily or by operation of 
     law, except by will or by the laws of descent and distribution of the 
     state or country of the optionee's domicile at the time of death, and each 
     option by its terms shall be exercisable during the optionee's lifetime 
     only by the optionee.

         (i) Exercise of Options.  Options may be exercised upon payment of 
     cash or shares of Common Stock of the Company in accordance with paragraph 
     6(a)(v).

     9.  Changes in Capital Structure.  If the outstanding Common Stock of 
the Company is hereafter increased or decreased or changed into or exchanged 
for a different number or kind of shares or other securities of the Company 
or of another corporation by reason of any reorganization, merger, 
consolidation, plan of exchange, recapitalization, reclassification, stock 
splitup, combination of shares or dividend payable in shares, appropriate 
adjustment shall be made by the Board of Directors in the number and kind of 
shares available for awards under the Plan.  In addition, the Board of 
Directors shall make appropriate adjustment in the number and kind of shares as 
to which outstanding options, or portions thereof then unexercised, shall be 
exercisable, so that the optionee's proportionate interest before and after the 
occurrence of the event is maintained.  Notwithstanding the foregoing, the Board
of Directors shall have no obligation to effect any adjustment that would or 
might result in the issuance of fractional shares, and any fractional shares 
resulting from any adjustment may be disregarded or provided for in any manner 
determined by the Board of Directors.  Any such adjustments made by the Board 
of Directors shall be conclusive.  If the stockholders of the Company receive 
capital stock of another corporation ("Exchange Stock") in exchange for their 
shares of Common Stock in any transaction involving a merger, consolidation or 
plan of exchange, all options granted hereunder shall be converted into options 
to purchase shares of Exchange Stock unless the Company and the corporation 
issuing the Exchange Stock, in their sole discretion, determine that any or all 
such options granted hereunder shall not be converted into options to purchase 
shares of Exchange Stock but instead shall terminate in accordance with the 
provisions of the last sentence of this paragraph 9.  The amount and price of 
converted options shall be determined by adjusting the amount and price of the 
options granted hereunder in the same proportion as used for determining the 
number of shares of Exchange Stock the holders of the Common Stock receive in 
such merger.  The converted options shall be fully vested whether or not the 
vesting requirements set forth in the option agreement have been satisfied.  
In the event of dissolution of the Company or a merger, consolidation or plan 
of exchange affecting the Company in lieu of providing for options as provided 
above in this paragraph 9 the Board of Directors may, in its sole discretion, 
provide a 30-day period prior to such event during which optionees shall have 
the right to exercise options in whole or in part without any limitation on 
exercisability and upon the expiration of such 30-day period, all unexercised 
options shall immediately terminate.

     10. Special Acceleration in Certain Events.

         (a) Special Acceleration.  Notwithstanding any other provisions of 
     the Plan, a special acceleration ("Special Acceleration") of options 
     outstanding under the Plan shall occur with the effect set forth in 
     paragraph 10(b) at any time when any one of the following events has taken 
     place:

             (i) The shareholders of the Company approve one of the 
         following ("Approved Transactions"):

                  (A) Any consolidation, merger or plan of exchange 
             involving the Company ("Merger") pursuant to which Common 
             Stock would be converted into cash; or

                  (B)  Any sale, lease, exchange, or other transfer (in 
             one transaction or a series of related transactions) of all or 
             substantially all of the assets of the Company or the adoption 
             of any plan or proposal for the liquidation or dissolution of 
             the Company; or

             (ii) A tender or exchange offer, other than one made by the 
        Company, is made for Common Stock (or securities convertible into 
        Common Stock) and such offer results in a portion of those 
        securities being purchased and the offeror after the consummation of 
        the offer is the beneficial owner (as determined pursuant to Section 
        13(d) of the Exchange Act), directly or indirectly, of at least 20 
        percent of the outstanding Common Stock (an "Offer"); or

             (iii) The Company receives a report on Schedule 13D of the 
        Exchange Act reporting the beneficial ownership by any person of 20 
        percent or more of the Company's outstanding Common Stock, except 
        that if such receipt shall occur during a tender offer or exchange 
        offer by any person other than the Company or a wholly owned 
        subsidiary of the Company, Special Acceleration shall not take place 
        until the conclusion of such offer; or

             (iv) During any period of 12 months or less, individuals who 
        at the beginning of such period constituted a majority of the Board 
        of Directors cease for any reason to constitute a majority thereof 
        unless the nomination or election of such new directors was approved 
        by a vote of at least two thirds of the directors then still in 
        office who were directors at the beginning of such period.

     The terms used in this paragraph 10 and not defined elsewhere in the Plan 
shall have the same meanings as such terms have in the Exchange Act and the 
rules and regulations adopted thereunder. 

         (b) Effect on Outstanding Options and Stock Appreciation Rights. 
     Upon a Special Acceleration pursuant to paragraph 10(a), all options then 
     outstanding under the Plan shall immediately become exercisable in full 
     for the remainder of their terms or until terminated pursuant to 
     paragraph 9.

     11. Corporate Mergers, Acquisitions, etc.  The Board of Directors 
may also grant options under the Plan having terms, conditions and provisions 
that vary from those specified in this Plan provided that any such options are 
granted in substitution for, or in connection with the assumption of, existing 
options, awarded or issued by another corporation and assumed or otherwise 
agreed to be provided for by the Company pursuant to or by reason of a 
transaction involving a corporate merger, consolidation, acquisition of 
property or stock, reorganization or liquidation to which the Company or a 
subsidiary is a party.

     12. Amendment of Plan.  The Board of Directors may at any time, and 
from time to time, modify or amend the Plan in such respects as it shall deem 
advisable because of changes in the law while the Plan is in effect or for any 
other reason.  Except as provided in paragraphs 6, 9 and 10, however, no change 
in an award already granted shall be made without the written consent of the 
holder of such award.

     13. Approvals.  The obligations of the Company under the Plan are 
subject to the approval of state and federal authorities or agencies with 
jurisdiction in the matter.  The Company will use its best efforts to take 
steps required by state or federal law or applicable regulations, including 
rules and regulations of the Securities and Exchange Commission and any stock
exchange on which the Company's shares may then be listed, in connection with
the grants under the Plan.  The foregoing notwithstanding, the Company shall 
not be obligated to issue or deliver Common Stock under the Plan if such 
issuance or delivery would violate applicable state or federal securities laws.

     14. Employment and Service Rights.  Nothing in the Plan or any award 
pursuant to the Plan shall (i) confer upon any employee any right to be 
continued in the employment of the Company or any subsidiary or interfere in 
any way with the right of the Company or any subsidiary by whom such employee
is employed to terminate such employee's employment at any time, for any 
reason, with or without cause, or to decrease such employee's compensation or
benefits, or (ii) confer upon any person engaged by the Company any right to be
retained or employed by the Company or to the continuation, extension, renewal,
or modification of any compensation, contract, or arrangement with or by the 
Company.

     15. Rights as a Shareholder.  The recipient of any award under the 
Plan shall have no rights as a shareholder with respect to any Common Stock 
until the date of issue to the recipient of a stock certificate for such 
shares.  Except as otherwise expressly provided in the Plan, no adjustment 
shall be made for dividends or other rights for which the record date occurs
prior to the date such stock certificate is issued.