THIRD AMENDMENT TO LEASE

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

                             RECITALS

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

        1. First Amendment dated July 21, 1995; and
        2. Second Amendment dated March 1, 1997, effective April 1, 1997.

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

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

                             AGREEMENT

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

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

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

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

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

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

         LANDLORD:           PETULA ASSOCIATES, LTD., an Iowa corporation

                             By:  
                             Name:  
                             Title:    

                             By:  
                             Name:   
                             Title:    


                             EQUITY FC, LTD., an Iowa corporation

                             By:  
                             Name:   
                             Title:    


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

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