Sequent III
                          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, 1988 (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 July 28, 1989;
 
         (b) Second Amendment dated September 13, 1991;
 
         (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 May 31, 
             1997 nor later than September 30, 1997, and any attempted 
             exercise of the Option to Purchase at any other time shall 
             be null, void and of no legal effect; further, LESSEE must 
             simultaneously give "Notice" of the exercise of the "Option 
             to Purchase" under the Second Lease; 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 April 1, 1998.

         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 April 1, 
             1998.  LESSEE shall have no right to Close the purchase of the 
             Property absent simultaneously closing of the purchase of the 
             land and improvements covered by the Second Lease.  Any
             failure by LESSEE to close the purchase of the land and 
             improvements covered by the Second Lease on April 1, 1998 shall 
             be deemed a rescission of the exercise of the Option to Purchase 
             the Property pursuant to Section 6.8 below.

         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.  No rescission notice shall be valid 
unless LESSEE simultaneously gives a rescission notice under Section 6.8.2 
of the Second Lease.

         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 action 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.

         1.7 Skybridge.  The following is added at the end of the second 
sentence of Section 47.3.4 of the Lease Agreement and is made a part of such 
sentence:

             provided, if LESSEE purchases the Property and the Second 
             Building simultaneously, the Skybridge shall be included in the 
             sale of the Property.

     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.


                               LANDLORD:  PRINCIPAL MUTUAL LIF INSURANCE
                                         COMPANY, an Iowa corporation

                                         By:  /s/Michael S. Duffy

                                         Its:  Assistant Director of
                                               Commercial Real Estate/Equities

                                         By:  /s/Scott D. Harris

                                         Its:  Assistant Director of
                                               Commercial Real EState/Equities


                                         PETULA ASSOCIATES, LTD., an Iowa
                                         corporation

                                         By:  /s/Jon Jacobson

                                         Its:  Vice President of Commercial
                                               Real Estate

                                         By:  /s/Madban Rengarajan

                                         Its:  Vice President


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

                                         By:  /s/Dale Derby for Bob Witt

                                         Its:  Vice President of Information
                                               Services