Exhibit 10.22

                              CONSULTING AGREEMENT


                  CONSULTING  AGREEMENT,  dated  as  of  January  1,  1997  (the
"Agreement"),  by and between SPSS Inc., a Delaware  corporation  ("SPSS"),  and
Norman H. Nie Consulting  L.L.C.,  an Illinois Limited Liability  Company,  (the
"Consultant").

                              W I T N E S S E T H:

                  WHEREAS,  Consultant  previously served as an employee of SPSS
and currently has expertise in the areas of software  development and marketing;
and
                  WHEREAS,  SPSS desires Consultants  services and Consultant is
desirous to enter into this  consulting  agreement  on the terms and  conditions
provided herein.
                  NOW,  THEREFORE,   in  consideration  of  the  premises,   the
representations,  warranties,  covenants and agreements  contained  herein,  and
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the parties hereto do hereby agree as follows:

                                    ARTICLE I
                              CONSULTING AGREEMENT

                  1.1  Consultancy.  Subject to the terms and conditions of this
Agreement,  SPSS agrees to retain  Consultant,  and Consultant agrees to provide
consulting  services as a  consultant  to SPSS,  for a term of one year (1) year
commencing on the date hereof.  Such  consultancy  period shall be automatically
extended for additional one year terms unless either

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SPSS or Consultant  give the other party written  notice within thirty (30) days
prior to the end of the term of this agreement.
                  1.2 Consulting  Services.  During the term of this  Agreement,
Consultant  agrees to make himself available to SPSS and to provide up to thirty
(30)  hours per month of  consulting  services  as a  consultant  to SPSS and to
provide such expertise and consulting  services on various  matters  relating to
the business of SPSS as SPSS may reasonably require,  including, but not limited
to, product development and marketing to the academic marketplace.
                  1.3 Compensation.  Subject to the terms and conditions of this
Agreement,  and  in  consideration  of the  Consultant's  agreement  to  provide
consulting  services as described herein, SPSS shall pay to Consultant an amount
of $80,800 per annum,  payable monthly in arrears.  The Consultant  shall pay or
cause to be paid all  self-employment  and other  such  taxes  required  by law,
including without limitation, all applicable social security, state unemployment
insurance and federal employment insurance taxes.
                  1.4  Termination.   SPSS  may  terminate  Article  I  of  this
Agreement  for Cause (as  defined  herein).  If Article I of this  Agreement  is
terminated  for Cause,  SPSS shall pay the  Consultant  all  accrued  but unpaid
compensation  under Section 1.3 hereof to the date of termination and shall have
no further obligations under Section 1.3 hereof. For purposes of this Agreement,
"Cause" shall mean one of the following events:  (i) an act or failure to act by
the Consultant which  constitutes  recklessness or willful  misconduct and which
results in a material injury to the business or SPSS; or (ii) an

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act or failure to act by the Consultant  which  constitutes a material breach of
this Agreement.

                  1.5 Expenses.  In addition to the  compensation  payable under
Section 1.4 hereof,  with the advance  approval of the Chief Executive  Officer,
Consultant shall be entitled to reimbursement  for his reasonable  out-of-pocket
expenses incurred in performing requested services under this Agreement.  In the
event SPSS desires Consultant to travel in connection with the services provided
under  this  Agreement,  SPSS shall  reimburse  Consultant  for any such  travel
expenses incurred on the same basis as the Chief Executive Officer of SPSS.

                                   ARTICLE II
                                  GENERAL TERMS

                  2.1  Relationship  Between the Parties.  The  relationship  of
Consultant acting in his capacity as a consultant  pursuant to Article I hereof,
to SPSS  hereunder  is, and shall  remain,  that of an  independent  contractor.
Nothing in this  Agreement  shall be deemed to constitute an  employee/employer,
partnership   or  fiduciary   relationship   between  the  parties.   Except  as
specifically  provided  herein,  nothing  in this  Agreement  shall be deemed to
constitute  either party as the agent of the other,  nor shall either party have
the right to bind the other  party or make any  promises or  representations  on
behalf of the other.
                  2.2 Confidential Information.  The Consultant shall not at any
time during or for a period of five after the  expiration or termination of this
Agreement,  except pursuant to an order of any court of competent  jurisdiction,
administrative agency or other

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governmental entity having authority to so require,  and except for the purposes
of any tax return  and/or  report  required to be made to any taxing  authority,
directly or indirectly,  divulge,  furnish, or cause to be divulged or furnished
to any  individual  or entity,  other than SPSS or any employee of SPSS, or make
any use for his own benefit, or for the benefit of any person, firm, corporation
or other  entity,  other  than  SPSS or an  affiliate  thereof,  any  secret  or
confidential  information  of SPSS,  including  but not limited to, the names of
customers, customer information,  financial information,  technical information,
supplier  information,   details  or  information  concerning  contracts,  trade
secrets,  marketing  information,  or any other data, information or proprietary
information of or relating to the Business,  SPSS or any affiliate  thereof,  or
their respective products or services,  to the extent not generally known within
the trade or not a matter  of public  knowledge  and which was  acquired  by the
Consultant  during his employment  with SPSS or obtained in connection  with his
duties hereunder during the term of this Agreement.
                  2.3  Non-Competition.  The  Consultant  hereby  covenants  and
agrees  that,  for the  period of the  consultancy  and for a period of one year
thereafter, the Consultant shall not (i) directly or indirectly (whether through
a  partnership  of which  the  Consultant  is a  partner  or  through  any other
individual  or  entity  in  which  the  Consultant  has any  interest,  legal or
equitable),  engage in any business competitive with the business of SPSS or its
subsidiaries  and  affiliates,  (ii) directly or indirectly  (whether  through a
partnership of which the Consultant is a partner or through any other individual
or entity in which the Consultant has any interest, legal or equitable), solicit
or otherwise engage with (except  pursuant to the Consultant's  consultancy with
SPSS) any customers or clients of SPSS or its subsidiaries or

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affiliates,  in any  transactions  which  are in  direct  competition  with  the
business  of SPSS or its  subsidiaries  or  affiliates,  or  (iii)  directly  or
indirectly  (whether  through a partnership of which the Consultant is a partner
or  through  any other  individual  or entity  in which the  Consultant  has any
interest,   legal  or  equitable),   assist  any  person  in  the   development,
programming, servicing, maintenance,  manufacture, sale, licensing, distribution
or marketing (including,  without limitation,  giving away software) of software
and  related  products  in  competition  with  SPSS  or any  of its  affiliates'
products, in each case in the United States of America or any country where SPSS
or  its  subsidiaries  or  affiliates  are  doing  business,  excluding  passive
investment  interests of less than two percent (2%) in corporations  whose stock
is registered under the Securities Exchange Act of 1934, as amended.

                                   ARTICLE III
                                  MISCELLANEOUS

                  3.1 Equitable Relief. The Consultant understands that a breach
by it of any provision of this  Agreement may cause  substantial  injury to SPSS
which may be irreparable and/or in amounts difficult or impossible to ascertain,
and that in the event the Consultant  breaches any provision of this  Agreement,
SPSS shall have, in addition to all other  remedies  available in the event of a
breach of this  Agreement,  the right to injunctive or other  equitable  relief.
Further,  the  Consultant  acknowledges  and agrees  that the  restrictions  and
commitments  set  forth  in this  Agreement  are  necessary  to  protect  SPSS's
legitimate  interests and are  reasonable in scope,  area and time, and that if,
despite this acknowledgment and agreement, at the time of the enforcement of any
provision of this Agreement a court of

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competent  jurisdiction shall hold that the period or scope of such provision is
unreasonable  under the  circumstances  then  existing,  the maximum  reasonable
period or scope under such circumstances  shall be substituted for the period or
scope stated in such provision.
                  3.2  Notices.  Any  notice,  request,   instruction  or  other
document to be given  hereunder  by one party  hereto to the other party  hereto
shall be in writing and delivered personally (effective upon delivery),  sent by
overnight  courier  freight  prepaid  (effective  one day after delivery to such
courier  during its regular  business  hours),  sent by  registered or certified
mail,  postage prepaid (effective 5 days after deposit in the U.S. Mail) or sent
by facsimile  transmission  (effective  upon  confirmation  of  receipt),

if to Consultant to:

                            Norman H. Nie Consulting
                            300 Hyndman Creek Road
                            Hailey, Idaho 83333
                            Facsimile number: (208) 788-2891


if to SPSS to:              SPSS Inc.
                            444 N. Michigan Avenue
                            Chicago, IL  60610
                            Attention: Chief Financial Officer
                            ---------
                            Facsimile number:  (312) 329-3560

with a copy to:             Ross & Hardies
                            150 North Michigan Avenue
                            Suite 2500
                            Chicago, Illinois  60601-7567
                            Attention: Lawrence R. Samuels, Esq.
                            ---------
                            Facsimile number:  (312) 750-8600

or to such other  address as shall be provided to the other persons named herein
pursuant to notice given pursuant to the provisions of this Section 3.2.

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                  3.3 Arbitration. Any dispute as to termination for Cause under
Section  1.5  hereof  shall be settled by  arbitration  in the City of  Chicago,
Illinois by three arbitrators, one of whom shall be appointed by Consultant, one
of whom shall be  appointed  by SPSS and the third of whom shall be appointed by
the first two arbitrators. If either party fails to appoint an arbitrator within
20 days of a request in writing by the other party to do so, or if the first two
arbitrators cannot agree on the appointment of a third arbitrator within 20 days
of their designation, then such arbitrator shall be appointed by the Chief Judge
of the United  States  District  Court for the  Northern  District of  Illinois.
Except as to the selection of arbitrators which shall be as set forth above, the
arbitration shall be conducted promptly and expeditiously in accordance with the
commercial  arbitration rules of the American  Arbitration  Association so as to
enable the arbitrators to render an award within 90 days of the  commencement of
the arbitration proceedings. Judgment upon the award rendered by the arbitrators
may be entered in any court having jurisdiction thereof.  Consultant, on the one
hand,  and SPSS, on the other hand,  shall each bear one-half of the expenses of
the arbitration;  except that, in the case where the parties are unable to agree
on a single arbitrator,  each party shall bear the expenses of the arbitrator it
selects.
                  3.4 Assignment.  Neither this Agreement nor any of the rights,
interests or obligations  hereunder  shall be assigned by either of the parties,
except by  operation  of law and  except  that SPSS may  assign  its  rights and
obligations  under this  Agreement to any affiliate of SPSS. If such  assignment
shall be made by SPSS, such affiliate shall be entitled to all of the rights and
shall assume all of the obligations of SPSS hereunder, provided, that SPSS shall
remain liable for the performance of such affiliate's obligations hereunder.

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                  3.5 Effect and Benefit.  This Agreement  shall be binding upon
and  inure to the  benefit  of the  heirs and  personal  representatives  of the
Consultant and to the successors and assigns of SPSS.
                  3.6   Governing   Law.  The   validity,   interpretation   and
performance of this Agreement shall be governed and construed in all respects in
accordance with the internal substantive laws of the State of Illinois,  without
regard to its conflicts of law principles.
                  3.7  Counterparts.  This  Agreement  may be executed in two or
more  counterparts,  each of which shall constitute an original but all of which
together shall constitute one and the same agreement.
                  3.8  Severability.  The provisions of this Agreement  shall be
severable,  and the invalidity of any one or more of such  provisions  shall not
affect the validity of any of the other provisions hereof.
                  3.9 Amendment and Modification. No amendment,  modification or
alteration,  nor any waiver, of the terms and conditions of this Agreement shall
be binding  unless the same shall be in writing and duly executed by the parties
hereto.
                  3.10 Waiver of Breach.  The waiver by one party of a breach of
any  provision  of this  Agreement  by the other  party  shall not operate or be
construed  as a  waiver  of any  subsequent  breach  of the  same  or any  other
provision of this Agreement by that party.
                  3.11 Expenses.  Except as otherwise  provided,  the Consultant
and SPSS shall each pay all costs and  expenses  incurred by him or it or on his
or  its  behalf  in  connection   with  this  Agreement  and  the   transactions
contemplated hereby, including, without limiting the

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generality of the foregoing, fees and expenses of its own financial consultants,
accountants and counsel.

                  IN  WITNESS  WHEREOF,  each of the  parties  has  caused  this
Consulting  Agreement to be duly  executed and  delivered as of the day and year
first above written.

                      SPSS INC.


                      By:     /s/ Edward Hamburg
                              --------------------------

                      Its:    Executive Vice President, Corporate Operations
                              and Chief Financial Officer and Secretary


                      NORMAN H. NIE CONSULTING, L.L.C.



                              /s/ Norman H. Nie
                              -----------------
                      By:     Norman H. Nie
                      Its:    President

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