BUSINESS PARK LEASE
                              TABLE OF CONTENTS
                                                               Page

1.     BASIC LEASE TERMS.........................................1
          a.  DATE OF LEASE EXECUTION............................1
          b.  TENANT.............................................1
          c.  LANDLORD...........................................1
          d.  TENANT'S USE OF PREMISES...........................1
          e.  PREMISES AREA......................................1
          f.  PROJECT AREA.......................................1
          g.  AGREED UPON PREMISES PERCENT OF PROJECT............1
          h.  TERM OF LEASE......................................1
          i.  BASE MONTHLY RENT..................................1
          j.  RENT ADJUSTMENT....................................1
              (1) Cost of Living.................................1
              (2) Step Increase..................................1
          k.  ANNUAL EXPENSE BASE................................1
          l.  PREPAID RENT.......................................1
          m.  TOTAL SECURITY DEPOSIT.............................1
          n.  BROKER(S)..........................................1
          o.  GUARANTORS.........................................1

2.     PREMISES..................................................1
3.     TERM......................................................1
4.     RENT......................................................2
          a.  Base Monthly Rent..................................2
          b.  Rent Adjustment....................................2
              (1) Cost of Living Adjustment......................2
              (2) Step Increase..................................2
          c.  Expenses...........................................2
              (1) Expenses Defined...............................2
              (2) Annual Estimate of Expenses....................2
              (3) Monthly Payment of Expenses....................2
              (4) Rent Without Offset and Late Charge............3
5.     PREPAID RENT..............................................3
6.     DEPOSIT...................................................3
7.     USE OF PREMISES AND PROJECT FACILITIES....................3
8.     SIGNAGE...................................................3
9.     PERSONAL PROPERTY TAXES...................................4
10.    PARKING...................................................4
11.    UTILITIES.................................................4
12.    MAINTENANCE...............................................4
13.    ALTERATIONS...............................................4
14.    RELEASE AND INDEMNITY.....................................4
15.    INSURANCE.................................................4
16.    DESTRUCTION...............................................5
17.    CONDEMNATION..............................................5
       a.  Definitions...........................................5
       b.  Obligations to Be Governed by Lease...................5
       c.  Total or Partial Taking...............................5
       d.  Landlord's Election...................................5
       e.  Award.................................................5
18.    ASSIGNMENT OR SUBLEASE....................................5
19.    DEFAULT...................................................6
20.    LANDLORD'S REMEDIES.......................................6
21.    ENTRY ON PREMISES.........................................6
22.    SUBORDINATION.............................................6
23.    NOTICE....................................................6
24.    WAIVER....................................................7
25.    SURRENDER OF PREMISES; HOLDING OVER.......................7
26.    LIMITATION OF LIABILITY...................................7
27.    MISCELLANEOUS PROVISIONS..................................7
       a.  Time of Essence.......................................7
       b.  Successor.............................................7
       c.  Landlord's Consent....................................7
       d.  Commissions...........................................7
       e.  Other Charges.........................................7
       f.  Landlord's Successors.................................7
       g.  Interpretation........................................7
       h.  Third Parties.........................................8
       i.  Survival..............................................8
28.    EMISSIONS; STORAGE, USE AND DISPOSAL OF WASTE.............8
       a.  Emissions.............................................8
       b.  Storage and Use.......................................8
       (1) Storage...............................................8
       (2) Use...................................................8
       c.  Disposal of Waste.....................................8
       (1) Refuse Disposal.......................................8
       (2) Sewage Disposal.......................................8
       (3) Disposal of Other Waste...............................8
       d.  Compliance with Law...................................8
       e.  Indemnification.......................................8
       f.  Additional Provisions.................................8
       g.  Information...........................................9
29.    SPACE PLAN................................................9


                                  FORUM
                                PROPERTIES


                            BUSINESS PARK LEASE

1.  BASIC LEASE TERMS.

a.  DATE OF LEASE EXECUTION:    1/15/96

b.  TENANT: Sequent Computer Systems, Inc.
    Trade Name:
    Address (Leased Premises): 15125 SW Koll Parkway, Suite EFG  Beaverton,
                               Oregon 97006
    Building/Unit:  4/EFG
    Address (For Notices):  15450 SW Koll Parkway  Beaverton, Oregon  97006

c.  LANDLORD:  Petula Assoc. Ltd., and Koll Woodside Assoc.  dba KC Woodside
    Address (For Notices):  15050 SW Koll Parkway, Suite 2H  Beaverton,
                            Oregon  97006

d.  TENANT'S USE OF PREMISES:  Lab

e.  PREMISES AREA:  Approximately 6302 Square Feet

f.  PROJECT AREA:  Approximately 131017 Square Feet

g.  AGREED UPON PREMISES PERCENT OF PROJECT:  4.81%

h.  TERM OF LEASE  Commencement:  12/1/95    Expiration:  11/30/96    Number
    of Months:  12

i.  BASE MONTHLY RENT:  $4,727.

j.  (Deleted in its entirety from this Lease.)

k.  ANNUAL EXPENSE BASE:
    Expense Rate                $0
    Premises Area Square Feet   X 6302
    Annual Expense Base         $0

    Note:  An Annual Expense Base of $0 does not mean Expenses are not
    payable by Tenant.  See Section 4 below.  Currently, Expenses are
    estimated to be  .23  per square foot per month.

l.  PREPAID RENT: $4,727.

m.  TOTAL SECURITY DEPOSIT: $0 , including a $0  nonrefundable cleaning fee.
    The Security Deposit shall be paid by a separate check made payable to
    the Landlord.

n.  BROKER(S):  Forum Properties, Inc.

o.  GUARANTORS:  N/A

2.  PREMISES.

    Landlord leases to Tenant the premises described in Section 1 and in 
Exhibit A (the "Premises"), located in the project described on Exhibit 
B (the "Project").  Landlord reserves the right to modify Tenant's percentage 
of the Project as set forth in Section 1 if the Project size is increased 
through the development of additional property.  By taking occupancy of the 
Premises, Tenant acknowledges that it has examined the Premises and accepts 
the Premises in their then present condition, subject only to any work which 
landlord has herein agreed to perform prior to commencement which Landlord 
and Tenant identify in writing, prior to occupancy, as not completed.

3.  TERM.

    The term of this Lease is for the period set forth in Section 1, 
commencing on the date in Section 1.  If Landlord, for any reason, cannot 
deliver possession of the Premises to Tenant upon the scheduled commencement 
date set forth in Section 1, this Lease shall not be void or voidable, nor 
shall Landlord be liable to Tenant for any loss or damage resulting from 
such delay.  In that event, however, Landlord shall deliver possession of 
the Premises as soon as practicable and the commencement date shall be the 
date of such delivery with the term of the Lease remaining unchanged, and 
all other terms and conditions of this Lease remaining in full force and 
effect.  However, if Landlord is delayed in delivering possession to Tenant 
for any reason attributable to Tenant, this Lease (including the obligation 
to pay all rents) shall commence on the scheduled commencement date set 
forth in Section 1 above. If Landlord, for any reason not attributable to 
Tenant, is unable to deliver possession of the Premises within ninety (90) 
days following the scheduled commencement date, either party may terminate 
this Lease by written notice given within ten (10) days following expiration 
of such period.

4.  Rent

a.  Base Monthly Rent.  Tenant shall pay to Landlord base monthly rent in
    the initial amount in Section 1 which shall be payable monthly in
    advance on the first day of each and every calendar month ("Base Monthly
    Rent"); provided, however, the Base Monthly Rent for the first month of
    the term (or the first month following any rental abatement period, if
    applicable) is due upon execution of this Lease by Tenant. If the term
    of this Lease contains any rental abatement period, Tenant hereby agrees
    that if Tenant breaches the Lease and/or abandons the Premises before
    the end of the Lease term, or if this Lease or Tenant's right to
    possession is terminated by Landlord because of Tenant's breach of the
    Lease, Landlord shall, at its option, (1) void the rental abatement
    period, and (2) recover from Tenant, in addition to all other damages
    due Landlord, rent for the duration of the rental abatement period at a
    rental rate equivalent to the highest Base Monthly Rent specified
    herein.  All charges and sums due from Tenant to Landlord hereunder
    shall be deemed rent.

    For purposes of Section 467 of the Internal Revenue Code, the parties to
    this Lease hereby agree to allocate the stated rents, provided herein,
    to the periods which correspond to the actual rent payments as provided
    under the terms and conditions of this agreement.

b.  (Deleted in its entirety from this Lease.)

c.  Expenses.  The purpose of this Section 4.c is to ensure that Tenant
    bears a share of all Expenses related to the use, maintenance,
    ownership, repair or replacement, and insurance of the Project.
    Accordingly, beginning on the date Tenant takes possession of the
    Premises, Tenant shall pay to Landlord that portion of Tenant's share of
    Expenses related to the Project which is in excess of the Annual Expense
    Base, if any, shown in Section 1.

(1) Expenses Defined. The term "Expenses" shall mean all costs and expenses
    incurred by Landlord with respect to the ownership, operation,
    maintenance, repair or replacement, and insurance of the Project,
    including without limitations the following costs:

    (a)  All supplies, materials, labor, equipment, and utilities used in or
         related to the operation and maintenance of the Project;

    (b)  All management, janitorial, legal, accounting, insurance, and
         service agreement costs related to the Project;

    (c)  All maintenance, replacement and repair costs relating to the areas
         within or around the Project, including, without limitation, air
         conditioning systems, sidewalks, landscaping, service areas,
         driveways, parking areas (including resurfacing and restriping
         parking areas), walkways, building exteriors (including painting),
         signs and directories, repairing and replacing roofs, walls, etc.
         These costs may be included either based on actual expenditures or
         based on establishment of reasonable reserves.

    (d)  Amortization (along with reasonable financing charges) of capital
         Improvements made to the Project which may be required by any
         government authority or which will improve the operating efficiency
         of the Project (provided, however, that the amount of such
         amortization for Improvements not mandated by government authority
         shall not exceed in any year the amount of costs reasonably
         determined by Landlord in its sole discretion to have been saved by
         the expenditure either through the reduction, or minimization of
         increases, of costs which would have otherwise occurred).

    (e)  All Real Property Taxes, which shall mean and include all taxes,
         assessments (general and special) and other impositions or charges
         which may be taxed, charged, levied, assessed or imposed upon all
         or any portion of or in relation to the Project or any portion
         thereof, any leasehold estate in the Premises or measured by rent
         from the Premises, including any increase caused by the transfer,
         sale or encumbrance of the Project or any portion thereof.  "Real
         Property Taxes" shall also include any form of assessment, levy,
         penalty, charge or tax (other than estate, inheritance, net income
         or franchise taxes) imposed by any authority having a direct or
         indirect power to tax or charge, including, without limitation, any
         city, county, state, federal or any improvement or other district,
         whether such tax is (1) determined by the area of the Project or
         the rent or other sums payable under this Lease; (2) upon or with
         respect to any legal or equitable interest of Landlord in the
         Project or any part thereof;(3) upon this transaction or any
         document to which Tenant is a party creating a transfer in any
         interest in the Project; (4) in lieu of or as a direct substitute
         in whole or in part of or in addition to any real property taxes on
         the Project; (5) based on any parking spaces or parking facilities
         provided in the Project; or (6) in consideration for services, such
         as police protection, fire protection, street, sidewalk and roadway
         maintenance, refuse removal or other services that may be provided
         by any governmental or quasi-governmental agency from time to time
         which were formerly provided without charge or with less charge to
         property owners or occupants. "Real Property Taxes" shall also
         include all assessments under recorded covenants or master plans
         and/or by owner's associations.

(2) Annual Estimate of Expenses.  When Tenant takes possession of the
    Premises, Landlord shall estimate Tenant's portion of Expenses for the
    remainder of the calendar year based on the Tenant's portion of the
    Project Area set forth in Section 1. At the commencement of each
    calendar year thereafter, Landlord shall estimate Tenant's portion of
    Expenses for the coming year based on the Tenant's portion of the
    Project Area set forth in Section 1.

(3) Monthly Payment of Expenses.  If Tenant's portion of said estimate of
    Expenses shows an increase for the remainder of the first calendar year
    over the Annual Expense Base, if any, as set forth in Section 1, Tenant
    shall pay to Landlord, as additional rent, such estimated increase in
    monthly installments of one-twelfth (1/12) beginning on the date Tenant
    takes possession of the Premises.  If Tenant's portion of said estimate
    of Expenses shows an increase for subsequent calendar years over the
    Annual Expense Base, if any, as set forth in Section 1, Tenant shall pay
    to Landlord, as additional rent, such estimated increase in monthly
    installments of one-twelfth (1/12) beginning on January 1 of the
    forthcoming calendar year, and one-twelfth (1/12) on the first day of
    each succeeding calendar month.  As soon as practical following each
    calendar year, Landlord shall prepare an accounting of actual Expenses
    incurred during the prior calendar year and such accounting shall
    reflect Tenant's share of Expenses. If the additional rent paid by
    Tenant under this Section 4.c(3) during the preceding calendar year was
    less than the actual amount of Tenant's share of Expenses, Landlord shall
    so notify Tenant and Tenant shall pay such amount to Landlord within 30
    days of receipt of such notice.  Such amount shall be deemed to have
    accrued during the prior calendar year and shall be due and payable from
    Tenant even though the term of this Lease has expired or this Lease has
    been terminated prior to Tenant's receipt of this notice.  Tenant shall
    have thirty (30) days from receipt of such notice to contest the amount
    due; failure to so notify Landlord shall represent final determination
    of Tenant's share of expenses.  If Tenant's payments were greater than the
    actual amount, then such overpayment shall be credited by Landlord to
    all present rent due under this Section 4.c(3).

(4) Rent Without Offset and Late Charge.  All rent shall be paid by Tenant
    to Landlord monthly in advance on the first day of every calendar month
    at the address shown in Section 1, or such other place as Landlord may
    designate in writing from time to time.  All rent shall be paid without 
    prior demand or notice and without any deduction or offset whatsoever.
    All rent shall be paid in lawful currency of the United States of
    America.  All rent due for any partial month shall be prorated at the
    rate of 1/30th of the total monthly rent per day.  Tenant acknowledges
    that late payment by Tenant to Landlord of any rent or other sums due 
    under this Lease will cause Landlord to incur costs not contemplated by
    this Lease, the exact amount of such costs being extremely difficult and
    impracticable to ascertain.  Such costs include, without limitation,
    processing and accounting charges and late charges that may be imposed
    on Landlord by the terms of any encumbrance or note secured by the
    Premises.  Therefore, if any rent or other sum due from Tenant is not
    received when due, Tenant shall pay to Landlord an additional sum equal
    to 10% of such overdue payment. Landlord and Tenant hereby agree that
    such late charge represents a fair and reasonable estimate of the costs
    that Landlord will incur by reason of any such late payment and that the
    late charge is in addition to any and all remedies available to the
    Landlord and that the assessment and/or collection of the late charge
    shall not be deemed a waiver of any default.  Additionally, all such
    delinquent rent or other sums, plus this late charge, shall bear
    interest at the prime rate of the U.S. National Bank of Oregon, plus 2%,
    on a fully floating basis (herein the "Default Rate"), from the date
    first due until the date paid in full.  Any payments of any kind
    returned for insufficient funds will be subject to an additional
    handling charge of $25.00, and thereafter, Landlord may require Tenant
    to pay all future payments of rent or other sums due by money order or
    cashierss check.

    * Tenant shall have five (5) day grace period.

5.  PREPAID RENT.

    Upon the execution of this Lease, Tenant shall pay to Landlord the 
prepaid rent set forth in Section 1, and if Tenant is not in default of
any provisions of this Lease, such prepaid rent shall be applied toward the 
Base Monthly Rent due for the first month of the term (or the first month 
following any Base Monthly Rent abatement period, if applicable).  Upon a 
default by Tenant prior to such application, Landlord shall have the right, 
without waiver of the default or prejudice to other remedies, to use the 
prepaid rent or any of it to cure the default or to compensate Landlord for 
all or any damages resulting from the default.  Landlord's obligations with 
respect to the prepaid rent are those of a debtor and not of a trustee, and 
Landlord can commingle the prepaid rent with Landlord's general funds.  
Landlord shall not be required to pay Tenant interest on the prepaid rent.  
Landlord shall be entitled to immediately endorse and cash Tenant's prepaid 
rent; however, such endorsement and cashing shall not constitute Landlord's 
acceptance of this Lease.  In the event Landlord does not accept this Lease, 
Landlord shall return said prepaid rent.

6. DEPOSIT.

   Upon execution of this Lease, Tenant shall deposit the security deposit 
set forth in Section l with Landlord as security for the performance by 
Tenant of the provisions of this Lease.  Upon a default by Tenant, Landlord 
shall have the right, without waiver of the default or prejudice to other 
remedies, to use the security deposit or any portion of it to cure the 
default or to compensate Landlord for any damages resulting from Tenant's 
default.  Upon demand, Tenant shall Immediately pay to Landlord a sum equal 
to the portion of the security deposit expanded or applied by Landlord to 
maintain the security deposit in the amount initially deposited with 
Landlord.  In no event will Tenant have the right to apply any part of the 
security deposit to any rent or other sums due under this Lease.  If Tenant 
is not in default at the expiration or termination of this Lease, Landlord 
shall return the entire security deposit to Tenant, except for the portion 
designated in Section 1, if any, which Landlord shall retain as a 
nonrefundable cleaning fee.  Landlord's obligations with respect to the 
deposit are those of a debtor and not of a trustee, and Landlord can 
commingle the security deposit with Landlord's general funds.  Landlord 
shall not be required to pay Tenant interest on the deposit.  Landlord shall 
be entitled to immediately endorse and cash Tenant's security deposit; 
however, such endorsement and cashing shall not constitute Landlord's 
acceptance of this Lease.  In the event Landlord does not accept this Lease, 
Landlord shall return said security deposit.  If Landlord sells its interest 
in the Premises during the term hereof and deposits with or credits to the 
purchaser the unapplied portion of the security deposit, thereupon Landlord 
shall be discharged from any further liability or responsibility with 
respect to the security deposit.


7.  USE OF PREMISES AND PROJECT FACILITIES.

    Tenant shall use the Premises solely for the purposes set forth in 
Section 1 and for no other purpose without obtaining the prior written 
consent of Landlord.  Tenant acknowledges that neither Landlord nor any 
agent of Landlord has made any representation or warranty with respect to 
the Premises or with respect to the suitability of the Premises or the 
Project for the conduct of Tenant's business, nor has Landlord agreed to 
undertake any modification, alteration or improvement to the Premises or the 
Project, except as provided in writing in this Lease.  Tenant acknowledges 
that Landlord may from time to time, at its sole discretion, make such 
modifications, alterations, deletions or improvements to the Project as 
Landlord may deem necessary or desirable, without compensation or notice to 
Tenant.  Tenant shall promptly and at all times comply with all federal, 
state and local statutes, laws, ordinances, orders and regulations affecting 
the Premises and the Project (herein "Laws"), as well as all master plans, 
restrictive covenants, and also any rules and regulations that Landlord may 
adopt from time to time.  Tenant shall not do or permit anything to be done 
in or about the Premises or bring or keep anything in the Premises that will 
in any way increase the premiums paid by Landlord on its insurance related 
to the Project or which will in any way increase the premiums for fire or 
casualty insurance carried by other tenants in the Project.  Tenant will not 
perform any act or carry on any practices that may injure the Premises or 
the Project; that may be a nuisance or menace to other tenants in the 
Project; or that shall in any way interfere with the quiet enjoyment of such 
other tenants.  Tenant shall not use the Premises for sleeping, washing 
clothes, cooking or the preparation, manufacture or mixing of anything that 
might emit any objectionable odor, noises, vibrations or lights onto such 
other tenants.  If sound insulation is required to muffle noise produced by 
Tenant on the Premises, Tenant at its own cost shall provide all necessary 
insulation.  Tenant shall not do anything on the Premises which will 
overload any existing parking or service to the Premises.  Pets and/or 
animals of any type shall not be kept on the Premises.


8.  SIGNAGE.

    All signage shall comply with rules and regulations set forth by 
Landlord as may be modified from time to time.  Current rules and 
regulations relating to signs are described on Exhibit C. Tenant shall place 
no window covering (e.g., shades, blinds, curtains, drapes, screens, or 
tinting materials), stickers, signs, lettering, banners or advertising or 
display material on or near exterior windows or doors if such materials are 
visible from the exterior of the Premises, without Landlord's prior written 
consent.  Similarly, Tenant may not install any alarm boxes, foil protection 
tape or other security equipment on the Premises without Landlord's prior 
written consent.  Any material violating this provision may be destroyed by 
Landlord without compensation to Tenant.

9.  PERSONAL PROPERTY TAXES.

    Tenant shall pay before delinquency all taxes, assessments, license fees 
and public charges levied, assessed or imposed upon its business operations 
as well as upon all trade fixtures, leasehold improvements, merchandise and 
other personal property in or about the Premises.

10. PARKING.

    Landlord grants to Tenant and Tenant's customers, suppliers, employees 
and invitees, a nonexclusive license to use the designated parking areas in 
the Project for the use of motor vehicles during the term of this Lease.  
Landlord reserves the right at any time to grant similar nonexclusive use to 
other tenants, to promulgate rules and regulations relating to the use of 
such parking areas, including reasonable restrictions on parking by tenants 
and employees, to designate specific spaces for the use of any tenant, to 
make changes in the parking layout from time to time, and to establish 
reasonable time limits on parking.  Overnight parking is prohibited and any 
vehicle violating this or any other vehicle regulation adopted by Landlord 
is subject to removal at the owner's expense.

11. UTILITIES.

    Tenant shall pay for all water, gas, heat, light, power, sewer, 
electricity, telephone or other service metered, chargeable or provided to
the Premises.  Landlord reserves the right (i) to install separate meters 
for any such utility and to charge Tenant for the cost of such installation, 
or (ii) to pay the costs of such utilities and to treat the same as an 
"Expense" (subject to a right of Landlord to elect to require Tenant to pay 
its actual portion of such Expense in lieu of its percentage share).

12. MAINTENANCE.

    Landlord shall maintain, in good condition, the structural parts of the 
Premises, which shall include only the foundations, bearing and
exterior walls (excluding glass), subflooring and roof (excluding 
skylights), the unexposed electrical, plumbing and sewerage systems, in-
cluding without limitation, those portions of the systems lying outside the 
Premises, exterior doors (excluding glass), window frames, gutters and 
downspouts on the Building and the heating, ventilating and air conditioning 
system servicing the Premises; provided, however, the cost of all such 
maintenance shall be considered "Expenses" for purposes of Section 4.c. 
Except as provided above, Tenant shall maintain and repair the Premises in 
good condition, including, without limitation, maintaining and repairing all 
walls, floors, ceilings, interior doors, exterior and interior windows and 
fixtures as well as damage caused by Tenant, its agents, employees or 
invitees.  Upon expiration or termination of this Lease, Tenant shall 
surrender the Premises to Landlord in the same condition as existed at the 
commencement of the term, except for reasonable wear and tear or damage 
caused by fire or other casualty for which Landlord has received all funds 
necessary for restoration of the Premises from insurance proceeds.  Nothing 
herein shall excuse Tenant from financial responsibility for property damage 
caused by Tenant or Tenant's agents.


13. ALTERATIONS.

a.  Tenant shall not make any alterations to the Premises, or to the
    Project, including any changes to the existing landscaping, without
    Landlord's prior written consent in each instance.  If Landlord gives
    its consent to such alterations, Landlord may post notices in accordance
    with the laws of the state in which the Premises are located.  Any
    alterations made shall remain on and be surrendered with the Premises
    upon expiration or termination of this Lease, except that Landlord may,
    within 30 days before or 3O days after the expiration or termination of
    this Lease or the termination of Tenant's right of possession, elect to
    require Tenant to remove any alterations which Tenant may have made to
    the Premises.  If Landlord so elects, at its own cost Tenant shall
    restore the Premises to the condition designated by Landlord in its
    election, before the last day of the term or within 30 days after notice
    of its election is given, whichever is later.

b.  Any request for Landlord's consent to alterations shall be made at least
    thirty (30) days before any work may be commenced and shall be
    accompanied by (i) detailed and costed plans and specifications for all
    alterations, and (ii) Tenant's written agreement to provide, upon
    completion of work, a complete set of as-built plans and specifications.
    Landlord may withhold consent, in its sole discretion, or may issue such
    consent subject to conditions.  All alterations shall be constructed
    only after obtaining Landlord's prior written consent and only in
    conformity with all Laws.  The issuance of Landlord's consent shall not
    be a waiver of nor an opinion regarding Tenant's obligation to comply
    with all Laws.

c.  Should Landlord consent in writing to Tenant's alteration of the
    Premises, Tenant shall contract with a contractor approved by Landlord
    for the construction of such alterations, shall secure all appropriate
    governmental approvals and permits, and shall complete such alterations
    with due diligence in compliance with the plans and specifications
    approved by Landlord.  All such construction shall be performed in a
    manner which will not interfere with the quiet enjoyment of other
    tenants of the Project.

d.  Tenant shall pay all costs for construction of alterations and shall
    keep the Premises and the Project free and clear of all liens which may
    result from work by third parties authorized by Tenant. If any such lien
    is filed, the same shall be an event of default hereunder. It shall be a
    further event of default for Tenant to fail to remove such lien within
    ten (10) days of the filing thereof.

14. RELEASE AND INDEMNITY.

    As material consideration to Landlord, Tenant agrees that Landlord and 
Landlord's partners, shareholders, officers, directors, employees and agents 
(collectively the "Protected Parties") shall not be liable to Tenant for any 
damage to Tenant or Tenant's property from any cause, and Tenant waives all 
claims against Landlord for damage to persons or property arising for any 
reason, except for damage resulting directly from Landlord's breach of its 
express obligations under this Lease which Landlord has not cured within a 
reasonable time after receipt of written notice of such breach from Tenant.  
Tenant shall defend, indemnify and hold Landlord and all other Protected 
Parties harmless from all claims, losses, causes of action, costs and 
expenses, and damages arising out of (a) any damage to any person or 
property occurring in, on or about the Premises, (b) use by Tenant or its 
agents of the Premises and/or the Project or other properties of Landlord, 
and/or (c) Tenant's breach or violation of any term of this Lease.

15. INSURANCE.

    Tenant, at its cost, shall maintain public liability and property damage 
insurance and products liability insurance with a single combined liability 
limit of $1,000,000, insuring against all liability of Tenant and its 
authorized representatives arising out of or in connection with Tenant's use 
or occupancy of the Premises.  Public liability insurance, products 
liability insurance and property damage insurance shall insure performance 
by Tenant of the indemnity provisions of Section 14.  Landlord, Forum 
Properties, Inc. and the other Protected Parties shall be named as 
additional insured and the policy shall contain cross-liability 
endorsements.  On all its personal property, at its cost, Tenant shall
maintain a policy of standard fire and extended coverage insurance with 
vandalism and malicious mischief endorsements and "all risk" coverage on all 
Tenant's improvements and alterations in or about the Premises, to the 
extent of at least 90% of their full replacement value.  The proceeds from 
any such policy shall be used by Tenant for the replacement of personal 
property and the restoration of Tenant's improvements or alterations.  All 
insurance required to be provided by Tenant under this Lease shall release 
Landlord and the other protected parties from any claims for damage to any 
person or the Premises and the Project, and to Tenant's fixtures, personal 
property, improvements and alterations in or on the Premises or the Project, 
caused by or resulting from risks insured against under any insurance policy 
carried by Tenant and in force at the time of such damage.  All insurance 
required to be provided by Tenant under this Lease: (a) shall be issued by 
insurance companies authorized to do business in the state in which the 
Premises are located with a financial rating of at least an A+XII status as 
rated in the most recent edition of Best's Insurance Reports; (b) shall be 
issued as a primary policy; and (c) shall contain an endorsement requiring 
at least 30 days prior written notice of cancellation to Landlord and 
Landlord's lender, before cancellation or change in coverage, scope or 
amount of any policy.  Tenant shall deliver a certificate or copy of such 
policy together with evidence of payment of all current premiums to Landlord 
within 30 days of execution of this Lease.  Tenant's failure to provide 
evidence of such coverage to Landlord may, in Landlord's sole discretion, 
constitute a default under this Lease.

16. DESTRUCTION.

    If during the term, the Premises or Project is more than 25% destroyed 
(based upon replacement cost) from any cause, or rendered inaccessible or 
unusable from any cause, Landlord may, in its sole discretion, terminate 
this Lease by delivery of notice to Tenant within 30 days of such event 
without compensation to Tenant.  If Landlord does not elect to terminate 
this Lease, and if, in Landlord's estimation, the Premises cannot be 
restored within 180 days following such destruction, the Landlord shall 
notify Tenant and Tenant may terminate this Lease by delivery of notice to 
Landlord within 30 days of receipt of Landlord's notice.  If Landlord does 
not terminate this Lease and if in Landlord's estimation the Premises can be 
restored within 180 days, then Landlord shall commence to restore the 
Premises in compliance with then existing laws and shall complete such 
restoration with due diligence.  In such event, this Lease shall remain in 
full force and effect, but there shall be an abatement of Base Monthly Rent 
between the data of destruction and the date of completion of restoration, 
based on the extent to which destruction interferes with Tenant's use of the 
Premises; provided, there shall be no abatement if such damage is the result 
of Tenant's negligence or wrongdoing.  Tenant shall not be entitled to any 
damages or compensation for loss of use or any inconvenience occasioned by 
damage or any repair or restoration.

17. CONDEMNATION.

a.  Definitions.  The following definitions shall apply. (1) "Condemnation"
    means (a) the exercise of any governmental power of eminent domain,
    whether by legal proceedings or otherwise by condemnor and (b) the
    voluntary sale or transfer by Landlord to any condemnor either under
    threat of condemnation or while legal proceedings for condemnation are
    proceeding; (2) "Date of Taking" means the date the condemnor has the
    right to possession of the property being condemned; (3) "Award" means
    all compensation, sums or anything of value awarded, paid or received on
    a total or partial condemnation; and (4) "Condemnor" means any public or
    quasi-public authority, or private corporation or individual, having a
    power of condemnation.

b.  Obligations to Be Governed by Lease.  If during the term of the Lease
    there is any taking of all or any part of the Premises or the Project,
    the rights and obligations of the parties shall be determined pursuant
    to this Lease.

c.  Total or Partial Taking.  If the Premises are totally taken by
    condemnation, this Lease shall terminate on the Date of Taking. If any
    portion of the Premises is taken by Condemnation, this Lease shall
    terminate as to the part so taken as of the Date of Taking, but shall in
    all other respects remain in effect, except that Tenant can elect to
    terminate this Lease if the remaining portion of the Premises is
    rendered unsuitable for Tenant's continued use of the Premises.  If
    Tenant elects to terminate this Lease, Tenant must exercise its right to
    terminate by giving notice to Landlord within 30 days after the nature
    and extant of the Condemnation have been finally determined.  If Tenant
    elects to terminate this Lease, Tenant shall also notify Landlord of the
    date of termination, which date shall not be earlier than 30 days nor
    later than 90 days after Tenant has notified Landlord of its election to
    terminate; except that this Lease shall terminate on the Date of Taking
    if the Date of Taking falls on a date before the date of termination as
    designated by Tenant.  If any portion of the Premises is taken by
    condemnation and this Lease remains in full force and effect, on the
    Date of Taking the Base Monthly Rent shall be reduced by an amount in
    the same ratio as the total number of square feet in the Premises taken
    bears to the total number of square feet in the Premises immediately
    before the Date of Taking.

d.  Landlord's Election.  Notwithstanding anything herein to the contrary,
    if the Project or any portion thereof is taken by Condemnation and the
    portion taken does not, in Landlord's sole judgment, feasibly permit the
    continuation of the operation of the Project by Landlord, then Landlord
    shall have the right to terminate this Lease by written notice given
    within thirty (30) days following the Date of Taking.

e.  Award.  Tenant shall have no right or claim to all or any portion of the
    Award; provided this shall not limit Tenant's right to seek and to
    receive compensation for relocation expenses or the value of its
    personal property taken, so long as receipt of such compensation does
    not decrease the Award otherwise payable to Landlord.

18. ASSIGNMENT OR SUBLEASE.

    Tenant shall not assign or encumber its interest in this Lease or the 
Premises or sublease all or any part of the Premises or allow any
other person or entity (except Tenant's authorized representatives, 
employees, invitees, or guests) to occupy or use all or any part of the 
Premises without first obtaining Landlord's consent which Landlord may 
withhold in its sole discretion.  Any assignment, encumbrance or sublease 
without Landlord's written consent shall be voidable and at Landlord's 
election, shall constitute a default.  If Tenant is a partnership, a 
withdrawal or change, voluntary, involuntary or by operation of law of any 
partner, or the dissolution of the partnership, shall be deemed a voluntary 
assignment.  If Tenant consists of more than one person, a purported 
assignment, voluntary or involuntary or by operation of law from one person 
to the other or to a third party shall be deemed a voluntary assignment. If 
Tenant is a corporation, any dissolution, merger, consolidation or other 
reorganization of Tenant, or sale or other transfer of a controlling 
percentage of the capital stock of Tenant, or the sale of at least 25% of 
the value of the assets of Tenant shall be deemed a voluntary assignment.  
The phrase "controlling percentage" means ownership of and right to vote 
stock possessing at least 25% of the total combined voting power of all 
classes of Tenant's capital stock issued, outstanding and entitled to vote 
for election of directors.  The preceding two sentences shall not apply to 
corporations the stock of which is traded through an exchange or over the 
counter.  All rent received by Tenant from its subtenants in excess of the 
rent payable by Tenant to Landlord under this Lease (allocated on a square 
footage basis in cases of partial subleasing) shall be paid to Landlord, and 
any sums to be paid by an assignee to Tenant in consideration of the 
assignment of this Lease shall be paid to Landlord.  If Tenant requests 
Landlord to consent to a proposed assignment or subletting, Tenant shall pay 
to Landlord, whether or not consent is ultimately given, $100 or Landlord's 
reasonable attorneys' fees incurred in connection with such request, 
whichever is greater.  No interest of Tenant in this Lease shall be 
assignable by involuntary assignment through operation of law (including 
without limitation the transfer of this Lease by testacy or intestacy).  
Each of the following acts shall be considered an involuntary assignment: 
(a) If Tenant is or becomes bankrupt or insolvent, makes an assignment for 
the benefit of creditors, or institutes proceedings under the Bankruptcy Act 
in which Tenant is the bankrupt; or if Tenant is a partnership or consists 
of more than one person or entity, if any partner of the partnership or 
other person or entity is or becomes bankrupt or insolvent, or makes an 
assignment for the benefit of creditors; or (b) If a writ of attachment or 
execution is levied on this Lease; or (c) If in any proceeding or action to 
which Tenant is a party, a receiver is appointed with authority to take 
possession of the Premises.  An involuntary assignment shall constitute a 
default by Tenant and Landlord shall have the right to elect to terminate 
this Lease, in which case this Lease shall not be treated as an asset of 
Tenant.

19. DEFAULT.

    The occurrence of any of the following shall constitute a default by 
Tenant: (a) A failure to pay rent or other charge when due; (b) Abandonment 
and vacation of the Premises (failure to occupy and operate the Premises for 
ten consecutive days shall be deemed an abandonment and vacation); or (c) 
Failure to perform any other provision of this Lease.

20. LANDLORD'S REMEDIES.

a.  Landlord shall have the following remedies if Tenant is in default.
    These remedies are not exclusive; they are cumulative and in addition to
    any remedies now or later allowed by law.  Landlord may terminate this
    Lease and/or Tenant's right to possession of the Premises at any time.
    No act by Landlord other than giving notice to Tenant shall terminate
    this Lease.  Acts of maintenance, efforts to relet the Premises, or the
    appointment of a receiver on Landlord's initiative to protect Landlord's
    interest under this Lease shall not constitute a termination of this
    Lease.  Upon termination of this Lease or of Tenant's right to
    possession, Landlord has the right to recover from Tenant: (1) The worth
    of the unpaid rent that had been earned at the time of such termination;
   (2) The worth of the amount of the unpaid rent that would have been
    earned after the date of such termination; and (3) Any other amount,
    including court, attorney and collection costs, necessary to compensate
    Landlord for all detriment proximately caused by Tenant's default.  "The
    Worth" as used for Item 20(1) in this Paragraph 20 is to be computed by
    allowing interest at the Default Rate.  "The worth" as used for Item
    20(2) in this Paragraph 20 is to be computed by discounting the amount
    at the discount rate of the Federal Reserve Bank of San Francisco at the
    time of termination of Tenant's right of possession.

b.  All covenants and agreements to be performed by Tenant under any of the
    terms of this Lease shall be performed by Tenant at Tenant's sole cost
    and expense and without any abatement of rent.  If Tenant shall fall to
    pay any sum of money owed to any party other than Landlord, for which it
    is liable hereunder, or if Tenant shall fail to perform any other act on
    its part to be performed hereunder, and such failure shall continue for
    ten (10) days after notice thereof by Landlord, Landlord may, without
    waiving such default or any other right or remedy, but shall not be
    obligated to, make any such payment or perform any such other act to be
    made or performed by Tenant.  All sums so paid by Landlord and all
    necessary incidental costs, together with interest thereon at the
    Default Rate from the date of expenditure by Landlord, shall be payable
    to Landlord on demand.

21. ENTRY ON PREMISES.

    Landlord and its authorized representatives shall have the right to 
enter the Premises at all reasonable times for any of the following
purposes:     (a) To determine whether the Premises are in good condition 
and whether Tenant is complying with its obligations under this Lease; (b) 
To do any necessary maintenance and to make any restoration to the Premises 
or the Project that Landlord has the right or obligation to perform; (c) To 
post "for sale" signs at any time during the term, to post "for rent" or 
"for lease" signs during the last 90 days of the term, or during any period 
while Tenant is in default; (d) To show the Premises to prospective brokers, 
agents, buyers, tenants or persons interested in leasing or purchasing the 
Premises, at any time during the term; or (a) To repair, maintain or improve 
the Project and to erect scaffolding and protective barricades around and 
about the Premises but not so as to prevent entry to the Premises and to do 
any other act or thing necessary for the safety or preservation of the 
Premises or the Project.  Landlord shall not be liable in any manner for any 
inconvenience, disturbance, loss of business, nuisance or other damage 
arising out of Landlord's entry onto the Premises as provided in this 
Section 21.  Tenant shall not be entitled to an abatement or reduction of 
rent if Landlord exercises any rights reserved in this Section 21. Landlord 
shall conduct its activities on the Premises as provided herein in a manner 
that will cause the least inconvenience, annoyance or disturbance to Tenant.  
For each of these purposes, Landlord shall at all times have and retain a 
key with which to unlock all the doors in, upon and about the Premises, 
excluding Tenant's vaults and safes.  Tenant shall not alter any lock or 
install a new or additional lock or bolt on any door of the Premises without 
prior written consent of Landlord.  If Landlord gives its consent, Tenant 
shall furnish Landlord with a key for any such lock.

22. SUBORDINATION.

    Without the necessity of any additional document being executed by 
Tenant for the purpose of affecting a subordination, and at the
election of Landlord or any mortgagee or any beneficiary of a Deed of Trust 
with a lien on the Project or any ground lessor with respect to the Project, 
this Lease shall be subject and subordinate at all times to (a) all ground 
leases or underlying leases which may now exist or hereafter be executed 
affecting the Project, and (b) the lien of any mortgage or deed of trust 
which may now exist or hereafter be executed in any amount for which the 
Project, ground leases or undertone leases, or Landlord's interest or estate 
in any of said Items is specified as security.  In the event that any ground 
lease or underlying lease terminates for any reason or any mortgage or Deed 
of Trust is foreclosed or a conveyance in lieu of foreclosure is made for 
any reason, Tenant shall, notwithstanding any subordination, attorn to and 
become the Tenant of the successor in interest to Landlord, at the option of 
such successor in interest.  Tenant covenants and agrees to execute and 
deliver, upon demand by Landlord and in the form requested by Landlord any 
additional documents evidencing the priority or subordination of this Lease 
with respect to any such ground lease or underlying leases or the lien of 
any such mortgage or Deed of Trust.

Tenant, within ten days from notice from Landlord, shall execute and deliver 
to Landlord, in recordable form, certificates stating that this Lease is not 
in default, is unmodified and in full force and effect, or in full force and 
effect as modified, and stating the modifications.  This certificate should 
also state the amount of current monthly rent, the dates to which rent has 
been paid in advance, the amount of any security deposit and prepaid rent, 
and such other matters as Landlord may request.  Failure to deliver this 
certificate to Landlord within ten days shall be conclusive upon Tenant that 
this Lease is in full force and effect and has not been modified except as 
may be represented by Landlord.

23. NOTICE.

    Any notice, demand, request, consent, approval or communication desired 
by either party or required to be given, shall be in writing and either 
served personally or sent by prepaid certified first class mail, addressed 
as set forth in Section 1.  Either party may change its address by 
notification to the other party.  Notice shall be deemed to be communicated 
48 hours from the time of such mailing, or upon the time of service as 
provided in this Section 23.

24. WAIVER.

    No delay or omission in the exercise of any right or remedy by Landlord 
shall impair such right or remedy or be construed as a waiver.  No act or 
conduct of Landlord, including without limitation, acceptance of the keys to 
the Premises, shall constitute an acceptance of the surrender of the Premises 
by Tenant before the expiration of the term.  Only written notice from 
Landlord to Tenant shall constitute acceptance of the surrender of the 
Premises and accomplish termination of the Lease.  Landlord's consent to or 
approval of any act by Tenant requiring Landlord's consent or approval shall 
not be deemed to waive or render unnecessary Landlord's consent to or approval 
of any subsequent act by Tenant.  Any waiver by Landlord of any default must 
be in writing and shall not be a waiver of any other default concerning the 
same or any other provision of the Lease.

25. SURRENDER OF PREMSES; HOLDING OVER.

    Upon expiration of the term or the termination of this Lease or of 
Tenant's right of possession, Tenant shall surrender to Landlord the Premises 
and all tenant improvements and alterations (except alterations which Tenant 
has the right or obligation to remove) in good condition, except for ordinary 
wear and tear.  Tenant shall remove all personal property including, without 
limitation, all wallpaper, paneling and other decorative improvements or 
fixtures and shall perform all restoration made necessary by the removal of 
any alterations or Tenant's personal property before the expiration of the 
term, including for example, restoring all wall surfaces to their condition 
prior to the commencement of this Lease.  Landlord can elect to retain or 
dispose of in any manner Tenant's personal properly not removed from the 
Premises by Tenant prior to the expiration of the term.  Tenant waives all 
claims against Landlord for any damage to Tenant resulting from Landlord's 
retention or disposition of Tenant's personal property.  Tenant shall be 
liable to Landlord for Landlord's costs for storage, removal or disposal of 
Tenant's personal property. If Tenant fails to surrender the Premises upon the 
expiration of the term, or upon the termination of this Lease or of Tenant's 
right of possession, Tenant shall defend, indemnify and hold Landlord harmless 
from all resulting loss or liability, including without limitation, any claim 
made by any succeeding tenant founded on or resulting from such failure.

If Tenant, with Landlord's consent, remains in possession of the Premises 
after expiration of this Lease, such possession by Tenant shall be deemed to 
be a month-to-month tenancy terminable on written 30-day notice at any time, 
by either party.  All provisions of this Lease, except those pertaining to 
term and rent, shall apply to the month-to-month tenancy.  Tenant shall pay 
Base Monthly Rent in an amount equal to 125% of the Base Monthly Rent for the 
last full calendar month during the regular term plus 100% of said last 
month's estimate of Tenant's share of Expenses pursuant to Section 4.c(3).

26. LIMITATION OF LIABILITY.

    In consideration of the benefits accruing hereunder, Tenant agrees that, 
regarding any claim against Landlord and/or any other Protected Party, 
including in the event of any actual or alleged failure, breach or default by 
Landlord:

a.  The sole and exclusive remedy of Tenant shall be against the interest of
    Landlord in the Project, and neither Landlord nor any other Protected
    Party shall have any other liability whatsoever.

b.  If Landlord is a partnership, the following provisions of this Item b.
    shall also apply: (i) No partner of Landlord shall be sued or named as a
    party in any suit or action; (ii) No service of process shall be made
    against any partner of Landlord (except as may be necessary to secure
    jurisdiction of the partnership); (iii) No partner of Landlord shall be
    required to answer or otherwise plead to any service or process; (iv) No
    judgment may be taken against any partner of Landlord; (v) Any judgment
    taken against any partner of Landlord may be vacated and set aside at any
    time without hearing; and (vi) No writ of execution will ever be levied
    against the assets of any partner of Landlord.

c.  These covenants and agreements contained in this Section 26 are
    enforceable both by Landlord and also by any other Protected Party.

d.  Tenant agrees that each of the foregoing provisions shall be applicable to
    any and all liabilities, claims and causes of action whatsoever, including
    those based on any provision of this Lease, any implied covenant, and/or
    any statute or common law principle.

27. MISCELLANEOUS PROVISIONS.

a.  Time of Essence.  Time is of the essence of each provision of this 
    Lease.

b.  Successor.  This Lease shall be binding on and inure to the benefit of 
    the parties and their successors, except as provided in Section 18 
    herein.

c.  Landlord's Consent.  Any consent required by Landlord under this Lease
    must be granted in writing.  No such consent shall be unreasonably
    withheld, but any consent may be issued subject to reasonable conditions.
    As a condition to any consent, Landlord may require that any other party
    or parties with a right of consent issue such consent on terms acceptable
    to Landlord.

d.  Commissions.  Each party represents that it has not had dealings with any
    real estate broker, finder or other person with respect to this Lease in
    any manner, except for the broker identified in Section 1, who shall be
    compensated by Landlord.

e.  Other Charges.  If Landlord becomes a party to any litigation concerning
    this Lease, the Premises or the Project, by reason of any act or omission
    of Tenant or any agent, guest or invitee of Tenant, Tenant shall be liable
    to Landlord for all attorneys fees and costs incurred by Landlord in
    connection with such litigation, including any appeal or review.

    In the event of litigation between Tenant and Landlord and/or any other
    Protected Party, the prevailing party shall be entitled to recover from
    the losing party all costs and attorneys fees incurred both at and in
    preparation for trial and any appeal or review.  If Landlord employs a
    collection agency to recover delinquent charges, Tenant agrees to pay all
    collection agency and attorneys' fees charged to Landlord in addition to
    rent, late charges, interest and other sums payable under this Lease.
    Tenant shall pay a charge of $75 to Landlord for preparation of a demand
    for delinquent rent.

f.  Landlord's Successors.  In the event of a sale or conveyance by Landlord
    of the Project or a portion thereof including the Premises, or of
    Landlord's interest in the foregoing, the same shall operate to release
    Landlord from any liability under this Lease, and in such event Landlord's
    successor in interest shall be solely responsible for all obligations of
    Landlord under this Lease.

g.  Interpretation.  This Lease shall be construed and interpreted in
    accordance with the laws of the state in which the Premises are located.
    This Lease constitutes the entire agreement between the parties with
    respect to the Premises and the Project, except for such guarantees or
    modifications as may be executed in writing by the parties from time to
    time.  When required by the context of this Lease, the singular shall
    include the plural, and the masculine shall include the feminine and/or
    neuter. "Party" shall mean Landlord or Tenant.  If more than one person or
    entity constitutes Tenant, the obligations imposed upon Tenant shall be
    joint and several.  The enforceability, invalidity or illegality of any
    provision shall not tender the other provisions unenforceable, invalid or
    illegal.

h.  Third Parties.  The Protected Parties shall have the right to enforce the
    provisions of this lease which references them.  Except for the foregoing,
    there are no third parties benefited hereby, this Lease being intended
    solely for the benefit of Landlord and Tenant.  Notwithstanding the
    foregoing, the beneficiary under a trust deed, or a mortgagee, holding a
    security interest in the Project shall be a third party beneficiary of the
    Tenant's obligations set forth in Sections 28e. and 28f. hereof and shall
    have the right to enforce such provisions.

i.  Survival.  The release and indemnity covenants of Tenant, the right 
    of Landlord to enforce its remedies hereunder, the attorneys fees 
    provisions hereof, the provisions of Section 26 hereof, as well as all 
    provisions of this Lease which contemplate performance after the 
    expiration or termination hereof or the termination of Tenant's right to
    possession hereunder, shall survive any such expiration or termination.

28. EMISSIONS; STORAGE, USE AND DISPOSAL OF WASTE

a.  Emissions.  Tenant shall not:

    (1) Discharge, emit or permit to be discharged or emitted, any liquid,
        solid or gaseous matter, or any combination thereof, into the
        atmosphere, the ground or any body of water, which matter, as
        reasonably determined by Lessor or any governmental entity, does, or
        may, pollute or contaminate the same, or is, or may become,
        radioactive or does, or may, adversely effect the (1) health or safety
        of persons, wherever located, whether on the Premises or anywhere
        else, (2) condition, use or enjoyment of the Premises or any other
        real or personal property, whether on the Premises or anywhere else,
        or (3) Premises or any of the improvements thereto or thereon
        including buildings, foundations, pipes, utility lines, landscaping or
        parking areas;

    (2) Produce, or permit to be produced, any intense glare, light or heat
        except within an enclosed or screened area and then only in such
        manner that the glare, light or heat shall not be discernible from
        outside the Premises;

    (3) Create, or permit to be created, any sound pressure level which will
        interfere with the quiet enjoyment of any real property outside the
        Premises; or which will create a nuisance or violate any law, rule
        regulation or requirement;

    (4) Create, or permit to be created, any ground vibration that is
        discernible outside the Premises;

    (5) Transmit, receive or permit to be transmitted or received, any
        electromagnetic, microwave or other radiation which is harmful or
        hazardous to any person or property in, on or about the Premises, or
        anywhere else.

b.  Storage and Use.

    (1) Storage.  Subject to the uses permitted and prohibited to Tenant under
        this lease, Tenant shall store in appropriate leak proof containers
        all solid, liquid, or gaseous matter, or any combination thereof,
        which matter, if discharged or emitted into the atmosphere, the ground
        or any body of water, does or may (1) pollute or contaminate the same,
        or (2) adversely affect the (i) health or safety of persons, whether
        on the Premises or anywhere else, (ii) condition, use or enjoyment of
        the Premises or any real or personal property, whether on the Premises
        or anywhere else, or (iii) Premises or any of the improvements thereto
        or thereon.

    (2) Use.  In addition, without Landlord's prior written consent, Tenant
        shall not use, store or permit to remain on the Premises any solid,
        liquid or gaseous matter which is, or may become, radioactive.  If
        Landlord does give its consent, Tenant shall store the materials in
        such a manner that no radioactivity will be detectable outside a
        designated storage area and Tenant shall use the materials in such a
        manner that (1) no real or personal property outside the designated
        storage area shall become contaminated thereby or (2) there are and
        shall be no adverse effects on the (i) health or safety of persons,
        whether on the Premises or anywhere else, (ii) condition, use or
        enjoyment of the Premises or any real or personal property thereon
        or therein, or (iii) Premises or any of the improvements thereto or
        thereon.

c.  Disposal of Waste.

    (1) Refuse Disposal.  Tenant shall not keep any trash, garbage, waste or
        other refuse on the Premises except in sanitary containers and shall
        regularly and frequently remove same from the Premises.  Tenant shall
        keep all incinerators, containers or other equipment used for the
        storage or disposal of such materials in a clean and sanitary
        condition.

    (2) Sewage Disposal.  Tenant shall properly dispose of all sanitary sewage
        and shall not use the sewage system (1) for the disposal of anything
        except sanitary sewage or (2) in excess of the lesser of the amount
        (a) reasonably contemplated by the uses permitted under this Lease or
        (b) permitted by any governmental entity.  Tenant shall keep the 
        sewage disposal system free of all obstructions and in good operating
        condition.

    (3) Disposal of Other Waste.  Tenant shall properly dispose of all other
        waste or other matter delivered to, stored upon, located upon or
        within, used on, or removed from, the Premises in such a manner that
        it does not, and will not, adversely affect the (1) health or safety
        of persons, wherever located, whether on the Premises or elsewhere,
        (2) condition, use or enjoyment of the Premises or any other real or
        personal property, wherever located, whether on the Premises or
        anywhere else, or (3) Premises or any of the improvements thereto or
        thereon including buildings, foundations, pipes, utility lines,
        landscaping or parking areas.

d.  Compliance with Law.  Notwithstanding any other provision in the Lease to
    the contrary, Tenant shall comply with all Laws in complying with its
    obligations under this Lease, and in particular, Laws relating to the
    storage, use and disposal of hazardous or toxic matter.

e.  Indemnification.  Tenant shall defend, indemnify and hold Landlord, the
    other Protected Parties, the Project and the beneficiary under a trust
    deed, or mortgagee, holding a security interest in the Project harmless
    from any loss, claim, liability or expense, including, without limitation,
    attorneys fees and costs, at trial and/or on appeal and review, arising
    out of or in condition with its failure to observe or comply with the
    provisions of this Section 28.  This indemnity shall survive the
    expiration or earlier termination of the term of the Lease or the
    termination of Tenant's right of possession and be fully enforceable
    thereafter.

f.  Additional Provisions.  The following covenants and agreements shall in no
    way diminish or limit the forgoing provisions of this Section 28.  No use
    may be made of, on or from the Premises relating to the handling, storage,
    disposal, transportation, or discharge of Hazardous Substances (as defined
    below).  All of such use which does occur shall be in strict conformance
    with all Laws.  Tenant shall give prior written notice to Landlord of any
    use, whether incidental or otherwise, of Hazardous Substances on the
    Premises, or of any notice of any violation of any Law with respect to
    such use.  Landlord and any ground lessor or master lessor of the Premises
    and/or the Project shall have the right to request and to receive
    information with respect to use of Hazardous Substances on the Premises in
    writing.

    In addition to the indemnity obligations contained elsewhere herein,
    Tenant shall indemnify, defend and hold harmless Landlord, the other
    Protected Parties, the Premises, the Project, and the beneficiary under a
    trust deed, or a mortgagee, holding a security interest in the Project,
    from and against all claims, losses, damages, costs, response costs and
    expenses, liabilities, and other expenses caused by, arising out of, or in
    connection with, the generation, release, handling, storage, discharge,
    transportation, deposit or disposal in, on, under or about the Premises by
    Tenant or any of Tenant's Agents of the following (collectively referred
    to as "Hazardous Substances"): hazardous materials, hazardous substances,
    toxic wastes, toxic substances, pollutants, petroleum products,
    underground tanks, oils, pollution, asbestos, PCB'S, materials, or
    contaminants, as those terms are commonly used or as defined by federal,
    state, and/or local law or regulation related to protection of health or
    the environment, including but not limited to, the Resource Conservation
    and Recovery Act (RCRA) (42 U.S.C. (6901 et. seq.); the Comprehensive
    Environmental Response, Compensation and Liability Act (CERCLA) (42 U.S.C.
   (9601, et. seq.); the Toxic Substances Control Act (15 U.S.C. (2601, et.
    seq.); the Clean Water Act (33 U.S.C. (1251, et. seq.); the Clean Air Act
   (42 U.S.C. (7401 et. seq.); and ORS Chapters 453, 465 and 466 as any of
    same may be amended from time to time, and/or by any rules and regulations
    promulgated thereunder.  Such damages, costs, liabilities, and expenses
    shall include such as are claimed by any regulating and/or administering
    agency, any ground lessor or master lessor of the Project, the holder of
    any Mortgage or Deed of Trust on the Project, and/or any successor of the
    Landlord named herein.  This indemnity shall include (a) claims of third
    parties, including governmental agencies, for damages, fines, penalties,
    response costs, monitoring costs, injunctive or other relief; (b) the
    costs, expenses or losses resulting from any injunctive relief, including
    preliminary or temporary injunctive relief; (c) the expenses, including
    fees of attorneys and experts, of reporting the existence of Hazardous
    Substances to an agency of the State of Oregon or of the United States as
    required by applicable laws and regulations; (d) any and all expenses or
    obligations, including attorney's and paralegal fees, incurred at, before
    and after any trial or appeal therefrom of review thereof, or an
    administrative proceeding of appeal therefrom or review thereof, whether
    or not taxable as costs, including, without limitation, attorney's fees,
    paralegal fees, witness fees (expert and otherwise), deposition costs,
    photocopying and telephone charges and other expenses related to the
    foregoing, all of which shall be paid by Tenant to Landlord when such
    expenses are accrued.  This indemnity shall survive the expiration or
    earlier termination of the term of the Lease or the termination of
    Tenant's right of possession and be fully enforceable thereafter.

g.  Information.  Tenant shall provide Landlord with any and all information
    regarding Hazardous Substances in the Premises, including contemporaneous
    copies of all filings and reports to governmental entities, and any other
    information requested by landlord.  In the event of any accident, spill or
    other incident involving Hazardous Substances.  Tenant shall immediately
    report the same to Landlord and supply Landlord with all information and
    reports with respect to the same.  All information described herein shall
    be provided to Landlord regardless of any claim by Tenant that it is
    confidential of privileged.

29. SPACE PLAN.

    Attached hereto as Exhibit "D" is a final approved space plan (the "Space 
Plan") depicting the Premises as they shall be improved by Landlord prior to 
delivery of possession to Tenant.  As partial compensation to Landlord for the 
cost of the Improvement shown on the Space Plan, Tenant shall pay to Landlord 
the sum of $     .  Such sum shall be paid by Tenant to Landlord prior to 
start of construction.



TENANT:  Sequent Computer Systems, Inc.


By:  _____/s/Bob Witt_______________
     BOB WITT

Its: VP Information Services & CIO


LANDLORD:  PETULA ASSOCIATES, LTD., an Iowa corporation, and KOLL WOODSIDE
           ASSOCIATES, a California general partnership, doing business as
           KC Woodside


By: ____/s/ John N. Urban___________
    JOHN N. URBAN

Its:  Vice President




EXHIBITS

A - Premises

B - Project

C - Signs

D - (Deleted from this Lease.)

E - 1


                         FIRST AMENDMENT TO LEASE

That certain lease dated January 15, 1996 by and between PETULA ASSOCIATES, 
LTD., an Iowa Corporation, and KOLL WOODSIDE ASSOCIATES, a California General 
Partnership, Landlord, and SEQUENT COMPUTER SYSTEMS, INC., for the premises 
located at 15125 S.W. Koll Parkway, Suite EFG, Beaverton, Oregon 97006, is 
amended this 1st day of March, 1996 solely as hereinafter described.

Effective the 1st day of February, 1996, the clauses below are substituted for 
like numbered clauses in the Lease Agreement.

      1.e.  Original Premises Area:  6,302 s.f.
            Expansion Area:  2,282 s.f.

            TOTAL Revised Premises Area:  8,584 s.f.

      1.g.  Premises Percent of Area:  6.55%

      1.i.  Revised Base Monthly Rent:  $ 6,438

Effective the 1st day of June, 1996, the clauses below are substituted for 
like numbered clauses in the Lease Agreement.

      1.e.  Original Premises Area:  8,584 s.f
            Expansion Area:  3,561 s.f.

            TOTAL Revised Premises Area:  12,145 s.f.

      1.g.  Premises Percent of Area:  9.27%

      1.h.  Term of Lease:
              Original Expiration Date:  11/30/96
              Revised Expiration Date:  5/31/99

      1.i.  Revised Base Monthly Rent:

            6/l/96 - 5/31/97   $9,109
            6/l/97 - 5/31/98   $9,352
            6/l/98 - 5/31/99   $9,473

All other terms and conditions of said Lease shall remain in full force and 
effect.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the 
date first written above.


LANDLORD:   PETULA ASSOC., LTD., an Iowa Corporation, and
            Koll Woodside Associates, a California general partnership,
            DBA KC Woodside

            _____/s/ Kurt D. Schaeffer__________
            KURT D. SCHAEFFER
            VICE PRESIDENT


TENANT:     SEQUENT COMPUTER SYSTEMS, INC.

            ____/s/ Bob Witt____________________
            By Bob Witt
            Its VP IS/OS



                        SECOND AMENDMENT TO LEASE


That certain lease dated January 15, 1996 by and between PETULA ASSOCIATES,
LTD., an Iowa Corporation, and KOLL WOODSIDE ASSOCIATES, a California
General Partnership, Landlord, and SEQUENT COMPUTER SYSTEMS, INC.,
Tenant, for the premises located at 15125 S.W. Koll Parkway, Suite EFG, 
Beaverton, Oregon 97006, is amended this 1st day of October, 1996 solely as 
hereinafter described.

Effective the 1st day of October, 1996, the clauses below are substituted for 
like number clauses in the Lease Agreement.


            1.i    Revised Monthly Base Rent:

                   02/01/96 - 08/31/96     $6,438
                   09/01/96 - 09/30/96     $7,150
                   10/01/96 - 05/31/97     $9,109
                   06/01/97 - 05/31/98     $9,352
                   06/01/98 - 05/31/99     $9,473


All other terms and conditions of said Lease shall remain in full force and 
effect.



IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the 
date first written above.



LANDLORD:   PETULA ASSOC., LTD., an Iowa Corporation, and
            Koll Woodside Associates, a California general partnership,
            DBA KC Woodside

            ____/s/ Bill Bramwell________________
            BILL BRAMWELL
            SENIOR REGIONAL ASSET MANAGER
            COMMERCIAL REAL ESTATE EQUITIES

            DATE:  11/8/96


TENANT:     SEQUENT COMPUTER SYSTEMS, INC.

            ____/s/Bob Witt______________________
            By Bob Witt
            Its VP Occupancy

            DATE:  10/17/96