Sequent II

                             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 May 8, 1987 (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) Letter dated January 12, 1988;
 
         (b) Amended Memorandum of Lease dated July 28, 1988
 
         (c) First Amendment dated July 28, 1988
 
         (d) Second Amendment dated September 13, 1991;
 
         (e) Third Amendment dated December 2, 1992; and
 
         (f) 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 Third 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 third building Lease which
             was executed by LESSOR and LESSEE and is dated July 28, 1988 
             (the "Third Lease").  Any failure by LESSEE to close the 
             purchase of the land and improvements covered by the Third 
             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 Third 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 transaction of purchase and sale of 
             the Property contemplated hereby does not Close when and as 
             provided herein for any reason attributable to LESSEE or any 
             person or entity in a relationship to LESSEE (except in the 
             case of a rescission allowed pursuant to Section 6.8.1 above), 
             then such event shall be treated as the giving by LESSEE of a 
             rescission notice under Section 6.8.1 above effective as of the 
             later of the date specified for Closing pursuant to Section 
             6.4.2 above or the date that LESSOR gives to LESSEE written 
             notice of LESSEE's failure to Close.  LESSOR shall accept the 
             payment of costs under Section 6.8.2 above as liquidated damages 
             and as its sole remedy for such a failure of LESSEE to Close.

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

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

          

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

                                        PETULA ASSOCIATES, LTD, an Iowa
                                        corporation

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

                                        By:   /s/Anne Graff Brown
                                        Its:  Counsel


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

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