EXHIBIT 10.15

                       CONFERENCE CENTER LEASE AGREEMENT
                                  AMENDMENT #1

THIS LEASE AMENDMENT is entered into and made as of August 19, 2002 by and
between UNION SEMICONDUCTOR TECHNOLOGY CORPORATION, a Delaware corporation
("Landlord"), and CRAY INC., a Washington corporation ("Tenant").

WHEREAS, Tenant leases, under the Conference Center Lease Agreement, effective
June 1, 2000 (the Lease Agreement), from Landlord premises of the Cray
Conference Center building, located at 920 Lowater Road, Chippewa Falls,
Wisconsin, and consisting of a total of 5,480 square feet for an original term
of 2 (two) years commencing June 1, 2000 and ending May 31, 2002, which was
extended by exercise of a one year option term commencing June 1, 2002, and
terminating May 31, 2003 at a rent consisting for the one year option term
consisting of 105% of the base rent ($3.78 per square foot per year) as
specified in the lease (Section 3), and

WHEREAS, the Landlord and Tenant desire and agree to amend the Lease Agreement
as follows:

1.   TERM:          An additional one year term shall commence June 1, 2003,
immediately upon completion of the one year option term, and shall end on May
31, 2004, unless sooner terminated as provided in this lease.

2.   RENT:          Tenant shall pay to Landlord for the additional one year
lease term rent at the rate of $3.78 per square foot per year, under the terms
of the lease (Section 3), payable in equal monthly installments, in the amount
of $1,726.20, in advance on or before the first day of each and every month
thereafter during the additional one year term.

3.   OPTION TERMS:  Landlord and Tenant agree that up to four additional one
year option terms are and shall be hereby established as follow: Option year #1
shall commence June 1, 2004 and end May 31, 2005; option year #2 shall commence
June 1, 2005 and end May 31, 2006; option year #3 shall commence June 1, 2006
and end May 31, 2007; option year #4 shall commence June 1, 2007 and end on May
31, 2008. Each one year option term is contingent upon exercise of the preceding
option term. The rent for option years #1 and #2 shall be at the rate of $3.97
per square foot per year payable under the terms of the lease (Section 3),
payable in equal monthly installments, in the amount of $1,812.51, in advance on
or before the first day of each and every month thereafter during each one year
option term.

The rent for option years #3 and #4 shall be at the rate of $4.17 per square
foot per year, payable under the terms of the lease (Section 3), payable in
equal monthly installments, in the amount of $1,903.14.

4. ADDITIONAL TERM: During the additional term established by this amendment and
an option term, if the option term is exercised, all terms and conditions of
this lease, including the rent increase set forth above, shall apply during any
such additional extensions.

Except as amended in this Amendment Agreement, the CRAY CONFERENCE CENTER Lease
Agreement shall remain in full force and effect.

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

          LANDLORD:

          UNION SEMICONDUCTOR TECHNOLOGY CORPORATION

          By: /s/ James Lai
              Its: President
          Date: August 19, 2002


          TENANT:

          CRAY INC.


          By: /s/ Davis Kiefer
              Its: Vice President, Product Line
          Date: August 6, 2002