FIFTH AMENDMENT TO LEASE

   THIS FIFTH AMENDMENT TO LEASE is made as of March 26, 1998 between PETULA 
ASSOCIATES, LTD., an Iowa corporation, EQUITY FC, LTD., an Iowa corporation, 
tenants-in-common (collectively, "Landlord"), and SEQUENT COMPUTER SYSTEMS, 
INC., an Oregon corporation ("Tenant").

                                 RECITALS

   A. Landlord and Tenant are parties to that certain Lease Agreement dated 
June 10, 1991 (the "Lease Agreement") and the following documents (the 
"Amendment"), which amend such Lease Agreement (the Lease Agreement 
and all such Amendments are herein collectively referred to as the 
"Lease"):

      1. First Amendment dated October 31, 1991;
      2. Second Amendment dated May 6, 1992;
      3. Third Amendment dated January 8, 1993; and
      4. Fourth Amendment dated July 21, 1995.

   B. Capitalized terms not defined in this Amendment have the meanings set 
forth in the Lease.

   C. Landlord and Tenant desire to amend the Lease as set forth herein.
 
                                AGREEMENT

   In consideration of the mutual covenants contained in this Amendment, 
Landlord and Tenant agree to amend the Lease as follows:

   1.  Traffic Signal.  Landlord and Tenant agree that the cost to install a 
traffic signal (the "Signal") at the intersection of Koll Parkway, Walker 
Road and SW 150th Avenue shall be treated as a Special Common Area Assessment 
pursuant to the Declaration of Covenants, Conditions and Restrictions dated 
March 12, 1986, as amended by First Amendment thereto dated October 28, 1996 
and Section Amendment thereto dated March 13, 1998 (collectively, the 
"Declaration"), which Declaration encumbers the Property and other property.  
Once the Signal has been installed and is operational (the "Signal 
Completion Date"), Landlord shall furnish to Tenant a statement in 
commercially reasonable detail showing the portion of the cost to install 
such Signal (the "Signal Cost") that is allocated to the Property as a 
Special Common Area Assessment pursuant to the Declaration and, upon request 
from Tenant, shall furnish copies of invoices received and paid by Landlord 
in connection with the installation of the Signal.  Tenant agrees to 
reimburse Landlord for the portion of the Signal Cost allocated to the 
Property, provided, however, that, except as provided herein, Tenant shall 
not be required to pay such cost in a lump sum, but rather such cost, 
together with a financing charge of ten percent (10%) per annum, shall be 
amortized over an estimated useful life of ten (10) years and Tenant shall 
reimburse Landlord for such cost by paying Landlord in equal monthly 
installments beginning on the first day of the second calendar month 
following the Signal Completion Date (or on the first day of the next 
calendar month if the Signal Completion Date is the first day of a calendar 
month) and on the first day of each month thereafter during the remaining 
term of this Lease that portion of such cost attributable to the month 
preceding such payment based on such amortization plan.  If the Signal 
Completion Date is a day other than the first day of a calendar month, then 
on the first day of the calendar month following the Signal Completion Date, 
Tenant shall pay to Landlord interest at the rate provided herein from the 
Signal Completion Date through the last day of the month in which the Signal 
Completion Date occurs.  In the alternative, Tenant shall have the right to 
prepay all or any portion of the outstanding balance of such cost at any time 
without any prepayment charge.  If Tenant purchases the Property pursuant to 
the Option to Purchase in this Lease and the Signal has been installed and is 
operational, upon the closing of such purchase Tenant shall pay to Landlord 
the outstanding balance of the Signal Cost allocated to the Property.  If 
Tenant does not purchase the Property pursuant to the Option to Purchase in 
this Lease and this Lease expires or otherwise terminates, the (i) Tenant 
shall pay to Landlord within ten (10) days of such expiration or termination 
that portion of the Signal Cost allocated to the Property that is 
attributable to the period commencing with the first day of the month in 
which this Lease expires or otherwise terminates, and (ii) Tenant's 
obligation to reimburse Landlord for the remaining balance of the Signal Cost 
allocated to the Property shall cease upon such expiration or termination of 
this Lease, provided, however, that if this Lease terminates due to the 
default of Tenant, Landlord may recover from Tenant the unpaid portion of the 
Signal Cost allocated to the Property, if any, in addition to other amounts 
allowed under Section 20.2 of this Lease.  Nothing herein shall be deemed an 
agreement by Tenant that the cost of any other traffic signal(s) installed 
near the Property in the future should be passed through to Tenant under this 
Lease.

   2. STATUS OF LEASE.  Except as expressly amended hereby, the Lease remains 
in full force and effect and is hereby ratified and affirmed.

   3. COUNTERPARTS.  This Amendment may be executed simultaneously or in 
counterparts, each of which shall be deemed an original, but all of 
which together shall constitute one and the same Amendment.

   4. FACSIMILE TRANSMISSION.  Facsimile transmission of any signed original 
document, and retransmission of any signed facsimile transmission, 
shall be the same as delivery of an original.  At the request of either 
party, the parties shall confirm facsimile transmitted signatures by 
signing an original document.

   IN WITNESS WHEREOF, this Eighth Amendment to Lease has been executed as of 
the date set forth above.

        LANDLORD:  PETULA ASSOCIATES, LTD., an Iowa corporation

                        By:  
                        Name:  
                        Title:    

                        By:  
                        Name:  
                        Title:    


                   EQUITY FC, LTD., an Iowa corporation
 
                        By:  
                        Name:   
                        Title:    


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

                        By:  /s/ ROBERT B. WITT
                        Name:  ROBERT B. WITT
                        Title:   VICE PRESIDENT & CIO