Sequent IV
                            FIFTH AMENDMENT TO LEASE

     THIS AMENDMENT is made this 30 day of September 1997 by and between the 
undersigned Landlord and Tenant.

                                    RECITALS

     A.  Landlord and Tenant are parties to that certain Lease Agreement 
dated July 28, 1989 (the "Lease Agreement") and the following documents (the 
"Amendments") which amend such Lease Agreement (the Lease Agreement and all 
such Amendments are herein collectively referred to as the "Lease"):
 
         (a) First Amendment dated September 13, 1991;
 
         (b) Second Amendment dated August 13, 1992;
 
         (c) Third Amendment dated December 2, 1992; and
 
         (d) Fourth Amendment dated April 5, 1993.
 
     B.  Landlord and Tenant desire to amend the Lease as set forth 
herein.

     NOW, THEREFORE, for good and valuable consideration, it is agreed as 
     follows:

     1   Lease Revisions.

         1.1 Exercise Notice- Section 6.2.1 of the Lease Agreement is 
hereby deleted and the following is inserted in its place:

             6.2.1 LESSEE must give written notice (herein the 
             "Notice") of the exercise of the Option to Purchase, which 
             Notice shall be delivered to LESSOR no earlier than July 31, 
             1998 nor later than November 30, 1998, and any attempted 
             exercise of the Option to Purchase at any other time shall 
             be null, void and of no legal effect; and

         1.2 Defined Term Change.  All references in Sections 6.3.2 and 6.4.2 
of the Lease Agreement to the "Expiration Date of the Initial Term" or the 
"Expiration Date" are hereby changed to be references to June 1, 1999.

         1.3 Delays in Closing.  Section 6.4.2 of the Lease Agreement is 
hereby deleted and the following is inserted in its place:

             6.4.2 Delays in Closing.  The Closing shall occur on June 1, 
             1999.

         1.4 Rescission Election.  A rescission election given pursuant to 
Section 6.8.1.2 of the Lease Agreement shall not constitute an election to 
renew the Lease Agreement.  Accordingly, item (b) of Section 6.8.1.2 of the 
Lease Agreement is hereby deleted.

         1.5 Rescission Election -- Costs.  Section 6.8.2 of the Lease 
Agreement (including Sections 6.8.2.1, 6.8.2.2 and 6.8.2.3) is hereby deleted 
and the following is inserted in its place:

             6.8.2 Costs.  LESSEE acknowledges that LESSOR shall incur 
             costs in connection with the exercise of the Option to Purchase.  
             In the event the Option to Purchase is exercised but LESSEE 
             subsequently rescinds such exercise pursuant to this Section 6.8, 
             then LESSEE shall pay to LESSOR, within five (5) days of written 
             request, an amount equal to (a) all such costs incurred by LESSOR, 
             including, but not limited to, appraisal costs, attorney fees, 
             and title report cancellation fees, (b) interest at the rate set 
             forth in Section 4.5 above from the date of payment of each such 
             cost by LESSOR to the date of full reimbursement of the same by 
             LESSEE, and (c) the sum of $500 per day from the date that the 
             Option to Purchase is exercised to the date that the rescission 
             notice is given.

         1.6 Remedies. Section 6.9 of the Lease Agreement is hereby deleted 
and the following is inserted in its place:

             6.9 Remedies of Lessor.  In the event LESSEE exercises the 
             Option to Purchase, and the transaction of purchase and sale of 
             the Property contemplated hereby does not Close when and as 
             provided herein for any reason attributable to LESSEE or any 
             person or entity in a relationship to LESSEE (except in the case 
             of a rescission allowed pursuant to Section 6.8.1 above), then 
             such event shall be treated as the giving by LESSEE of a 
             rescission notice under Section 6.8.1 above effective as of the 
             later of the date specified for Closing pursuant to Section 6.4.2 
             above or the date that LESSOR gives to LESSEE written notice of 
             LESSEE's failure to Close.  LESSOR shall accept the payment of 
             costs under Section 6.8.2 above as liquidated damages and as its 
             sole remedy for such a failure of LESSEE to Close.

     2   Status of Lease.  Except as expressly amended hereby, the Lease 
remains in full force and effect and is hereby ratified and affirmed.

     IN WITNESS WHEREOF, this Amendment has been executed as of the date and 
year indicated above.

                           LANLORD:     PETULA ASSOCIATES, LTD., an Iowa 
                                        corporation, and KOLL WOODSIDE 
                                        ASSOCIATES, a California general 
                                        partnership, tenants-in-common, 
                                        doing business as KC WOODSIDE

                                        PETULA ASSOCIATES, LTD., an Iowa 
                                        corporation

                                        By:  /s/Jon Jacobson
     
                                        Its:  Vice President of Commerical
                                              Real Estate

                                        By:  /s/Anne Graff Brown
     
                                        Its:  Counsel


                            TENANT:     SEQUENT COMPUTER SYSTEMS, INC., an 
                                        Oregon corporation

                                        By:  /s/Dan Derby for Bob Witt
          
                                        Its:  Vice President of Information
                                              Services