RESTRICTED STOCK PURCHASE AGREEMENT


     This Restricted Stock Purchase Agreement ("Agreement") is entered 
into as of November 18, 1997 between DP Applications, Inc., an Oregon 
corporation (the "Company"), and The Robert W. Wilmot and Mary J. 
Wilmot, trustees of the Wilmot Living Trust U/D/T dated April 18th 1995 
("Purchaser"), in connection with the performance of consulting services 
to the Company by Robert W. Wilmot ("Wilmot").

      In consideration of the mutual promises set forth in this 
Agreement, the parties agree as follows:

      1.  Sale of Shares.  Purchaser agrees to purchase from the 
Company, and the Company agrees to sell to Purchaser, 180,000 shares of 
common stock of the Company (the "Shares") at a price of $0.15 per 
share, for a total purchase price of $27,000, payable in cash.  In 
addition to terms and conditions set forth in this Agreement, the Shares 
shall be subject to the restrictions on transfer contained in Article 
VII of the Company's Bylaws.  To secure its rights under the Repurchase 
Option described in Section 2, the Company will retain the certificate 
or certificates representing the Shares.  Purchaser will deliver to the 
Company executed blank stock powers covering the Shares subject to the 
Repurchase Option.  The closing of this sale shall occur upon receipt by 
the Company from Purchaser of an executed copy of this Agreement, full 
payment of the purchase price for the Shares, and executed blank stock 
powers covering the Shares. 

      2.  Repurchase Option.

          2.1  Termination of Consulting Services.  If Wilmot 
ceases to be a consultant to DP for any reason other than death, then 
the Company shall have an irrevocable, exclusive option (the "Repurchase 
Option") for a period of 60 days from the date the consulting services 
ended (the "Termination Date") to repurchase at the original price per 
Share set forth in Section 1 all of the Shares held by Purchaser on such 
date that have not been released from the Repurchase Option as provided 
in Section 2.4.  If Wilmot ceases to be a consultant to DP by reason of 
death, the Repurchase Option shall not apply to the Shares, but shall 
terminate as to all of the Shares as of the date of death.  It is 
understood that termination of consulting services may be effected by 
either party for any reason with or without cause upon 30 days written 
notice.

          2.2  Exercise of Option.  The Repurchase Option shall be 
exercised by the Company within 60 days of the Termination Date (such 
60-day period, the "Exercise Period") by delivering to Purchaser a 
written notice of exercise of the Repurchase Option and a check in the 
amount of the purchase price.  Upon delivery of such notice and payment 
of the purchase price, the Company shall become the legal and beneficial 
owner of the Shares being repurchased and all rights and interest 
therein or related thereto, and the Company shall have the right to 
transfer to its own name the number of Shares being repurchased without 
further action by Purchaser.  

          2.3  Termination of Repurchase Option.  If the Company 
does not exercise the Repurchase Option before the end of the Exercise 
Period, the Repurchase Option shall terminate.

          2.4  Release from Repurchase Option.  Twenty-five 
percent (25%) of the Shares shall be immediately released from the 
Repurchase Option on the date of this Agreement.  The balance of the 
Shares shall be released from the Repurchase Option over a period of 
three years, subject to continuous consulting service to the Company by 
Wilmot.  For each month of service beginning on August 1, 1997, 3,750 
shares shall be released from the Repurchase Option on the last day of 
the month.  If Wilmot performs continuous consulting services for the 
Company through July 31, 2000, all Shares shall have been released from 
the Repurchase Option by such date.  At the request of Purchaser, the 
Company will deliver to Purchaser a certificate or certificates 
representing the Shares released from the Repurchase Option.

               2.4.1  Accelerated Release From Repurchase Option 
Upon Sequent Change of Control.  If at any time before all of the Shares 
have been released from the Repurchase Option, there is a Change of 
Control of the Company, all Shares then subject to the Repurchase Option 
shall immediately be released from the Repurchase Option, and the 
Repurchase Option shall terminate as of the date of the Change of 
Control.  

               As used in this Agreement, the term "Change of Control 
of the Company" means the occurrence either of the following events:

               (a) Any "person" (as such term is defined in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"))
other than Sequent or its subsidiaries is or becomes the "beneficial owner" (as 
defined in Rule 13d-3 under the Exchange Act ), directly or indirectly, of 
securities of the Company representing more than fifty percent (50%) of the 
total voting power represented by the Company's then outstanding voting 
securities; or

               (b) A merger or consolidation of the Company with 
any other corporation, other than a merger or consolidation which would 
result in the voting securities of the Company outstanding immediately 
prior thereto continuing to represent (either by remaining outstanding 
or by being converted into voting securities of the surviving entity) 
the majority of the total voting power represented by the voting 
securities of the Company or such surviving entity outstanding 
immediately after such merger or consolidation, or the stockholders of 
the Company approve a plan of complete liquidation of the Company or an 
agreement for the sale or disposition by the Company of all or 
substantially all the Company's assets.

      3.  Limitations on Transfer.  Without the written consent of 
the Company, Purchaser shall not sell, assign, encumber, dispose of or 
transfer (including transfer by operation of law) any interest in any 
Shares that have not been released from the Repurchase Option.  The 
Company shall hold in escrow all Shares subject to the Repurchase 
Option. 

     4.  Lock-up Period.  Purchaser hereby agrees that if so 
requested by the Company or any representative of the underwriters (the 
"Managing Underwriter") in connection with any registration of the 
offering of any securities of the Company under the Securities Act of 
1933, as amended (the "Securities Act"), Purchaser shall not sell, make 
short sale of, loan, grant any option for the purchase of, or otherwise 
transfer any Shares or other securities of the Company during the 180-
day period (or such longer period as may be requested in writing by the 
Managing Underwriter and agreed to in writing by the Company) (the 
"Market Standoff Period") following the effective date of a registration 
statement of the Company filed under the Securities Act; provided, 
however, that such restriction shall apply only to the first 
registration statement of the Company to become effective under the 
Securities Act that includes securities to be sold on behalf of the 
Company to the public in an underwritten public offering under the 
Securities Act.  The Company may impose stop-transfer instructions with 
respect to securities subject to the foregoing restrictions until the 
end of such Market Standoff Period.

      5.  Stock Certificate Legends.  All certificates representing 
any of the Shares shall contain the following legends:

      "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE SUBJECT TO 
CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH 
IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE CORPORATION AND THE 
REGISTERED HOLDER, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF 
THE CORPORATION."

      "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES 
ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS.  THEY MAY NOT BE 
SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN 
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR 
LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH 
REGISTRATION IS NOT REQUIRED."

      "THE CORPORATION IS AUTHORIZED TO ISSUE DIFFERENT CLASSES OF 
SHARES OR DIFFERENT SERIES WITHIN A CLASS.  THE CORPORATION WILL FURNISH 
TO ANY SHAREHOLDER ON REQUEST AND WITHOUT CHARGE A FULL  STATEMENT OF 
THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF EACH 
CLASS OF SHARES AUTHORIZED TO BE ISSUED AND THE VARIATIONS IN THE 
RIGHTS, PREFERENCES AND LIMITATIONS BETWEEN THE SHARES OF EACH SERIES SO 
FAR AS THEY HAVE BEEN DETERMINED.  THE BOARD OF DIRECTORS IS AUTHORIZED 
TO DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF A SERIES BEFORE THE 
ISSUANCE OF ANY SHARES OF THAT SERIES."

      "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND 
TRANSFERABLE ONLY UPON COMPLIANCE WITH THE TERMS AND CONDITIONS 
CONTAINED IN ARTICLE VII OF THE COMPANY'S BYLAWS, A COPY OF WHICH IS ON 
FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION."

      6.  Assignment by the Company.  The right of the Company under 
the Repurchase Option to purchase any part of the Shares may be assigned 
in whole or in part to any person or persons designated by the Board of 
Directors of the Company.

      7.  Transfer on Books of Company.  The Company shall not be 
required (a) to transfer on its books any of the Shares which have been 
sold or transferred in violation of any of the provisions set forth in 
this Agreement or the Company's Bylaws, or (b) to treat as owner of such 
Shares or to accord the right to vote as such owner or to pay dividends 
to any transferee to whom such Shares shall have been so transferred.

      8.  Restricted Securities.  Purchaser understands and 
acknowledges that the sale of the Shares has not been registered under 
the Securities Act, or applicable state securities laws, that the Shares 
must be held indefinitely unless subsequently registered under the 
Securities Act and applicable state securities laws or unless an 
exemption from such registration requirement is available, that the 
Company is under no obligation to register the Shares, and that the 
certificate representing the Shares will be stamped with the legends 
specified in Section 5 of this Agreement.  The Purchaser agrees to 
comply with the transfer restrictions specified in the legends set forth 
in Section 5.

      9.  Investment Representations and Warranties.  Purchaser 
warrants and represents to the Company as follows:

          9.1  Purchase Entirely for Own Account.  The Shares will 
be acquired for investment for Purchaser's own account and not with a 
view to the resale or distribution of any part thereof, and Purchaser 
has no intention of selling, granting any participation in, or otherwise 
distributing the same.

          9.2  Investment Experience.  Purchaser is experienced in 
evaluating and investing in companies in the development stage, can bear 
the economic risk of an investment in the Shares, and has enough 
knowledge and experience in financial and business matters to evaluate 
the merits and risks of the investment in the Shares.

          9.3  Qualifications as an Accredited Investor.  
Purchaser is an accredited investor, as that term is defined in Rule 
501(a) under the Securities Act.

          9.4  Opportunity to Review Documents and Ask Questions.  
The Company has made available to Purchaser all documents and 
information requested by Purchaser relating to an investment in the 
Company.  In addition, Purchaser has had adequate opportunity to ask 
questions and to receive answers from the management of the Company 
covering the terms and conditions of the purchase and sale of the Shares 
and the Company's business, management, and financial affairs.

      10. Miscellaneous.

          10.1  Entire Agreement; Amendment.  This Agreement 
constitutes the entire agreement of the parties with regard to the 
subjects hereof and may be amended only by written agreement between the 
Company and the Purchaser.

          10.2  Notices.  Any notice required or permitted under 
this Agreement shall be in writing and shall be deemed sufficient when 
delivered personally to the party to whom it is addressed or when 
deposited into the United States Mail as registered or certified mail, 
return receipt requested, postage prepaid, addressed to the Company at 
its address shown below its signature or to the Purchaser at the address 
shown below the Purchaser's signature, or at such other address as such 
party may designate by ten (10) days' advance written notice to the 
other party.

          10.3  Rights and Benefits.  The rights and benefits of 
this Agreement shall inure to the benefit of and be enforceable by the 
Company's successors and assigns and, subject to the restrictions on 
transfer of this Agreement, be binding upon the Purchaser's heirs, 
executors, administrators, beneficiaries, successors and assigns.

          10.4  Further Action.  The parties agree to execute such 
further instruments and to take such further action as may reasonably be 
necessary to carry out the intent of this Agreement.

          10.5  Applicable Law; Attorneys' Fees.  The terms and 
conditions of this Agreement shall be governed by the laws of the State 
of Oregon.  In the event either party institutes litigation hereunder, 
the prevailing party shall be entitled to reasonable attorneys' fees to 
be set by the trial court and, upon any appeal, the appellate court.

          10.6  Counterparts.  This Agreement may be executed in 
two or more counterparts, each of which shall be deemed an original.

      IN WITNESS WHEREOF, the parties hereto have executed this 
Agreement as of the day and year first above written.

                     THE COMPANY:      DP APPLICATIONS, INC.

                                       By: /s/Robert S. Gregg
                                       Title: President

                     PURCHASER:        THE ROBERT W. WILMOT AND MARY J. 
                                       WILMOT, TRUSTEES OF THE WILMOT 
                                       LIVING TRUST U/D/T DATED APRIL 18TH  
                                       1995

                                       By: /s/Robert W. Wilmot, Trustee

                                    
                                       By: /s/Mary J. Wilmot, Trustee
                                    

                                       Address:
                                       13333 La Cresta Drive
                                       Los Altos, CA 94022