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                                                                   EXHIBIT 10.35

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of March 15 ,
1999, between Adaytum, Inc. (the "Company"), a Delaware corporation, and Mark
Galloway, (the "Employee"), a resident of Minnesota, provides as follows:

         WHEREAS, the Company seeks to employ the Employee, subject to the
terms and conditions of this Agreement;

         WHEREAS, the Employee seeks to obtain employment with the Company;

         WHEREAS, the Employee and the Company are desirous of setting forth
the terms and conditions of their employment relationship in this Agreement;

         WHEREAS, at some point in the future, the Company's ownership may
change, if the Company elects to convert from a privately held corporation to
a publicly held corporation;

         WHEREAS, the Company wants to provide certain key employees of the
Company, including the Employee, with a higher level of job security than
otherwise might exist, given the potential ownership changes at the Company;

         WHEREAS, the Company believes that providing certain key employees
of the Company, including the Employee, with a higher level of job security,
will redound to the benefit of the Company;

         NOW, THEREFORE, the Company and the Employee, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
mutually agree and covenant as follows:

         ARTICLE I. DEFINITIONS

         The following terms shall have the meanings set forth below, unless
the context clearly requires otherwise. Where appropriate, additional terms
are defined elsewhere in this Agreement.

         1.1    "Agreement" means this Employment Agreement, and any
                amendments hereto (mutually agreed upon by the parties, and
                set forth in writing).


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         1.2    "Base Salary" means the annual compensation payable to the
                Employee, as set forth at Paragraph 4.1 of this Agreement, and
                as modified periodically following the execution of this
                Agreement.

         1.3    "Associated Company" means any company other than Adaytum,
                Inc. which is for the time being a subsidiary of the Adaytum
                Group (Adaytum KPS Software Limited, Insight Systems ApS, ET
                CETERA).

         1.4    "Board" means the Board of Directors of the Company.

         1.5    "Company" means Adaytum, Inc.

         1.6    "Confidential Information" means information that is
                proprietary to the Company or proprietary to others and
                entrusted to the Company, whether or not trade secrets.
                Confidential Information includes information proprietary to
                the Company's clients, customers and business contacts, and
                entrusted to the Company. Confidential Information includes,
                but is not limited to, information relating to business plans
                and to business as conducted or anticipated to be conducted,
                and to past, current or anticipated products. Confidential
                Information also includes, without limitation, information
                concerning research, development, purchasing, accounting,
                marketing, selling and services. All information that Employee
                has a reasonable basis to consider confidential is
                Confidential Information, whether or not originated by
                Employee and without regard to the manner in which Employee
                obtains access to this and any other proprietary information.

         1.7    "Employee" means Mark Galloway.

         1.8    "Plan" means any bonus or incentive compensation agreement,
                plan, program, policy or arrangement sponsored, maintained or
                contributed to by the Company, to which the Company is a party
                or under which employees of the Company are covered,
                including, without limitation, any stock option, restricted
                stock or any other equity-based compensation plan, annual or
                long-term incentive (bonus) plan, and any employee benefit
                plan, such as a profit sharing, medical, dental, disability,
                accident, life insurance, automobile allowance, perquisite,
                fringe benefit, personal time off, severance or any other
                agreement, plan, program, policy or arrangement intended to
                benefit employees or executive officers of the Company.


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         1.9    "Inventions" means ideas, improvements and discoveries,
                whether or not such are patentable or copyrightable, and
                whether or not in writing or reduced to practice.

         1.10   "Works of Authorship" means writings, drawings, software,
                semiconductor mask works, and any other works of authorship,
                whether or not such are copyrightable.

         ARTICLE II. EMPLOYMENT, REPRESENTATIONS, DUTIES, AND OBLIGATIONS.

         2.1    TITLE/REPORTING RESPONSIBILITIES: The Company will employ the
                Employee in the capacity of Vice President. The Employee will
                report to the Company's Chief Executive Officer, Guy
                Haddleton. The Company, however, reserves the right to alter
                the Employee's title and/or modify the reporting relationship
                at any time in the future.

         2.2    EMPLOYEE'S QUALIFICATIONS AND REPRESENTATIONS: The Employee
                warrants and confirms, as a condition of this Agreement and
                his employment with the Company, that the information
                previously provided to the Company and contained in any
                resume, CURRICULUM VITAE or other writing furnished by the
                Employee, as well as in any oral representations made by the
                Employee, regarding the Employee's qualifications (including,
                but not limited to, educational background, degrees, job
                history, ET CETERA) were truthful, accurate, and not
                misleading. The Employee further warrants that he is free to
                enter into and perform this Agreement and that by doing so the
                Employee will not be in breach of any obligation to any third
                party, including, but not limited to, any former employer of
                Employee. The Employee further warrants that he has disclosed
                to the Company any obligations to third parties, including,
                but not limited to, any former employer of Employee which may
                limit his ability to enter into and/or perform this Agreement,
                and that he has sought and received independent legal advice
                that he will not breach any such obligation by entering into
                or performing this Agreement.

         2.3    DUTIES: During his employment by the Company, Employee agrees
                to devote reasonable attention and time during normal business
                hours to the business and affairs of the Company, to the
                extent necessary to discharge the responsibilities assigned to
                Employee, and, to use Employee's best efforts to perform
                faithfully and efficiently such responsibilities.


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                During his employment with the Company, Employee shall:

                (a)    promptly and faithfully comply with all directions
                       given by the Company;

                (b)    provide to the Company such information relating to
                       its affairs as it may from time to time request; and,

                (c)    comply with the Company's policies and procedures;
                       provided, that to the extent such policies and
                       procedures are inconsistent with this Agreement, the
                       provisions of this Agreement shall control.

                Further, during his employment with the Company, the Employee
shall not:

                (d)    directly or indirectly, be in any manner engaged,
                       concerned or interested in any other trade, business,
                       profession or occupation whatsoever, except with the
                       prior written consent of the Company's Chief
                       Executive Officer and subject to any terms and
                       conditions which the Chief Executive Officer imposes;
                       and,

                (e)    without the prior authority of the Chief Executive
                       Officer;

                       (i)      commit the Company to any contract exceeding
                                $5,000;

                       (ii)     pledge the credit of the company or grant
                                any security charge, lien or encumbrance
                                over any or all of its assets;

                       (iii)    bind or purport to bind the Company in
                                guaranteeing or acting as surety for the
                                debt or liability of any other person;

                       (iv)     cause the Company to enter into any
                                commitment, contract or arrangement
                                otherwise than in the normal course of
                                business or which is outside the scope of
                                his normal duties or which is of an unusual
                                onerous or long-term nature;

         2.4    TRAVEL: Employee shall travel both nationally and
                internationally as Employee's duties may reasonably demand,
                but the Employee shall not be obliged to reside outside the
                State of Minnesota, unless mutually agreed to by the Employee
                and the Company.


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         2.5    CERTAIN PROPRIETARY INFORMATION: If Employee possesses any
                proprietary information of another person or entity as a
                result of a prior employment or other relationship, Employee
                shall honor any legal obligation that Employee has with that
                person or entity with respect to such proprietary information.
                Employee warrants that he has disclosed to the Company the
                nature of any proprietary information in Employee's possession
                as a result of prior employment, and that Employee has sought
                and received independent legal advice that Employee will not
                breach any legal obligation to refrain from disclosure or use
                of such proprietary information by entering into or performing
                this Agreement.

         ARTICLE III. EMPLOYMENT AT WILL.

         3.1    EMPLOYMENT AT WILL: The Company and the Employee understand
                and agree that the Employee's employment with the Company
                shall be "at will." The Company and the Employee understand
                and agree that the phrase "at will" is intended to mean that
                either the Company or the Employee may end their employment
                relationship at any time, for any reason, with or without
                cause, and with or without notice. The Company and the
                Employee agree that this Agreement is not intended to be and
                should not be construed as an employment contract that
                determines or affects the duration of the Employee's
                employment, or any other terms or conditions of the Employee's
                employment, except for those specifically set forth herein.

         ARTICLE IV. COMPENSATION, BENEFITS, EXPENSES.

         4.1    BASE SALARY: During the term of Employee's employment under
                this Agreement, the Company shall pay Employee a Base Salary
                at an annual rate of One Hundred Fifty Thousand and No/100
                Dollars ($150,000.00), which is the equivalent of Twelve
                Thousand, Five Hundred and No/100 Dollars ($12,500.00) per
                month, until such time that a higher annual rate is approved
                by the Chief Executive Officer. Such Base Salary will be paid
                in equal regular periodic payments in accordance with the
                Company's regular payroll practices. If Employee's Base Salary
                is increased from time to time during Employee's employment
                under this Agreement, the increased amount shall become the
                Base Salary for the remainder of Employee's employment under
                this Agreement.

         4.2    BONUS: In addition to Employee's other remuneration hereunder,
                the Employee may receive a bonus to be computed and paid by
                the Company in


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                accordance with the Schedule attached hereto as Exhibit A. The
                Company may terminate any bonus scheme at any time without
                replacing it with any other scheme or incentive; further, the
                amount or nature of any bonus or scheme determined by the Board
                for any period shall not be any indication or requirement that
                any similar bonus or scheme will be applicable to any
                subsequent period. If the Employee's employment with the
                Company is terminated for any reason other than cause, the
                Employee may be eligible for a pro rata bonus corresponding to
                the number of months the Employee worked during the calendar
                year the employment relationship ended. The Company retains
                sole discretion to determine whether the Employee shall receive
                such a bonus. The Company will have no bonus obligation to the
                Employee following the calendar year in which the Employee's
                employment ended.

         4.3    BENEFIT PLANS: The Employee also may be entitled to
                participate in such Plans as the Board shall, in its sole
                discretion, from time to time establish for the benefit of the
                Company's employees. At the present time, this includes the
                Company's medical, dental, life and disability insurance
                coverage, and 401-K plans, as set forth in the Company's
                standard employee benefits plans. Due to the waiting period
                set forth in the Company's medical coverage plan, Employee
                will not be eligible to participate in that plan until April
                1, 1999. Due to the waiting period set forth in the Company's
                401-K plan, the Employee will not be eligible to participate
                in the 401-K plan until the six-month anniversary of his
                employment, expected to be October 1, 1999.

         4.4    STOCK OPTIONS: Employee shall be entitled to receive up to
                196,190 share options upon executing this Agreement.
                Employee's rights to these share options will be governed
                exclusively by the terms and conditions of the applicable
                Company stock option plans, subject to the following
                exceptions: a) the Company will modify the vesting schedule
                for the share options to three (3) years, with the Share
                Options vesting in equal monthly installments of approximately
                5450 shares for each full calendar month of Employee's
                employment with the Company; and, b) if the Employee is
                terminated by the Company for any reason within his first
                twelve (12) months of employment, the employee will
                immediately vest 65,396 share options (twelve (12) months of
                options) inclusive of the options that vested during the
                period of his employment. If the Employee is terminated by the
                Company for any reason following his first twelve (12) months
                of employment, no additional share options will vest. If the
                Employee has


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                worked for the Company for six (6) months, and the Company
                experiences a Change in Control (as defined in Paragraph (5.6.1)
                below, all outstanding share options shall vest immediately.
                If the Employee has worked for the Company for less than
                six (6) months at the time the Company experiences a Change
                in Control, the Employee will be entitled to vest the number
                of months served * 3 of total share options.

         4.5    PERSONAL TIME OFF (PTO): The Company's PTO year runs from
                January 1st to December 31st and the Employee may take
                personal time off totaling twenty-five (25) working days in
                each PTO year (in addition to public holidays). For calendar
                year 1999, the Employee shall be eligible only for nineteen
                (19) PTO days. Personal time off should be taken at such times
                convenient to the Company as may be agreed between Employee
                and the Company and in accordance with any policies as to
                personal time off from time to time established by the
                Company.

                (a)    ACCRUAL: PTO entitlement will accrue from month to
                       month during each PTO year and the entitlement to
                       accrued PTO pay upon Termination will be in
                       proportion to the period of employment during the
                       year. Upon termination, the Employee shall reimburse
                       the Company for PTO taken in excess of Employee's
                       accrued entitlement.

                (b)    NO CARRY-FORWARD: The Employee may not, without the
                       written consent of the Company, carry forward any
                       unused PTO entitlement to any subsequent year.

                (c)    ILLNESS: If Employee is unable to perform Employee's
                       duties hereunder because of physical or mental
                       illness, bodily injury or disease, the Company will
                       deduct the days taken as absent from the total of PTO
                       days available for that PTO year.

         4.6    BUSINESS EXPENSES: The Company shall reimburse the Employee
                (in accordance with the relevant policies established by the
                Company from time to time) for all travel, hotel and other
                out-of-pocket expenses properly and reasonably incurred and
                documented, exclusively for and in the course of performing
                Employee's duties.

         ARTICLE V. TERMINATION.


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         5.1    TERMINATION: As set forth in ARTICLE III above, the employment
                relationship between the Company and Employee is at will.
                Thus, the Company or the Employee may terminate their
                employment relationship at any time, with or without notice,
                for any reason or no reason, whether with or without cause. As
                set forth elsewhere in this Agreement, depending on the
                circumstances of the termination of employment, the
                termination may not relieve the parties of some of their
                contractual obligations to each other. The question of whether
                specific obligations survive the termination of the employment
                relationship is addressed elsewhere in this Agreement.

         5.2    TERMINATION IN THE EVENT OF DEATH: The Company's obligations
                to the Employee pursuant to this Agreement shall terminate in
                the event of the Employee's death. Nothing in this Paragraph,
                however, shall supercede any obligations the Company may owe
                to the Employee's estate and/or family members, as
                specifically set forth in any of the health, benefit or
                insurance plans or programs in which the Employee is enrolled
                at the time of his death. Any vested options due to the
                Employee shall survive the Employee's death.

         5.3    TERMINATION IN THE EVENT OF DISABILITY: The Company's
                obligations to the Employee pursuant to this Agreement shall
                terminate if the Employee becomes disabled. As used in this
                Paragraph, "disabled" means that the Employee cannot perform
                the essential functions of the job, with or without a
                reasonable accommodation. Obligations that survive disability
                pursuant to Company policies, including the Stock Option Plan
                and other applicable policies, should continue after
                disability.

                5.3.1    "DISABILITY" DEFINED: As used in this Agreement,
                         "disability" or "disabled" means that the Employee
                         has a mental or physical condition that renders him
                         unable to perform the essential functions of his job,
                         with or without reasonable accommodation, during
                         ninety (90) or more days within any one hundred and
                         eighty (180) day period.

         5.4    TERMINATION FOR CAUSE: The Company's obligations to the
                Employee pursuant to this Agreement shall terminate if the
                Board of Directors, or the Company's Chief Executive Officer,
                elects to terminate this Agreement for "cause" and notifies
                the Employee in writing of that decision. A termination for
                "cause" will affect the severance benefits for which the
                Employee otherwise may have been eligible, as set forth
                further below.


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                5.4.1    "CAUSE" DEFINED: As used in this Agreement, the word
                         "cause" means the following:

                         (i)     The Employee has engaged in willful and/or
                                 material misconduct, including, but not
                                 limited to, willful and material failure to
                                 perform the Employee's duties and
                                 responsibilities as an officer or employee
                                 of the Company;

                         (ii)    The Employee has committed fraud,
                                 misappropriation or embezzlement, in
                                 connection with the Company's business,
                                 committed an act (or acts) of personal
                                 dishonesty relevant to the duties and
                                 responsibilities of the Employee, or
                                 committed any willful and deliberate
                                 misconduct that is materially and/or
                                 demonstrably injurious to the Company;

                         (iii)   The Employee has been convicted of or has
                                 pleaded NOLO CONTENDERE to criminal
                                 misconduct (exclusive of misdemeanor
                                 offenses);

                         (iv)    The Employee has breached his obligations to
                                 the Company as set forth in this Agreement;
                                 and,

                         (v)     The Employee has failed to perform his
                                 duties to the reasonable satisfaction of the
                                 Employee and the Chief Executive Officer of
                                 the Company and/or the Board of Directors.

         5.5    TERMINATION WITHOUT CAUSE: The Company's obligations to the
                Employee pursuant to this Agreement shall terminate if the
                Board of Directors, or the Company's Chief Executive Officer,
                elects to terminate this Agreement without "cause" and
                notifies the Employee in writing of that decision. A
                termination without "cause" will NOT affect the severance
                benefits for which the Employee otherwise is eligible, as set
                forth further below. Pursuant to Section 4.4, some unvested
                stock options shall vest immediately if the Employee is
                terminated without cause.

         5.6    TERMINATION AS A RESULT OF A CHANGE IN CONTROL: If a Change in
                Control shall occur and (a) if, following the change in
                control, the Employee is terminated by the Company pursuant to
                Paragraphs 5.3 or 5.5 above; or, (b)


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                if, following the change in control, resulting in the
                Employee voluntarily terminating his employment relationship
                within three (3) months of the change in control, the
                Employee will be eligible for the severance benefits set
                forth below.

                5.6.1    "CHANGE IN CONTROL" DEFINED: A "change in control"
                         occurs at the time of closing and shall mean any of
                         the following:

                         (i)     a sale of all or substantially all of the
                                 assets of the Company;

                         (ii)    the acquisition of the securities of the
                                 Company, representing more than fifty (50)
                                 percent of the combined voting power of the
                                 Company's then outstanding securities by any
                                 person or group of persons;

                         (iii)   a consolidation or merger of the Company in
                                 which the Company is not the continuing or
                                 surviving corporation or pursuant to which
                                 shares of the Company's outstanding capital
                                 stock are converted into cash, securities or
                                 other property, other than a consolidation
                                 or merger of the Company in which Company
                                 shareholders immediately prior to the
                                 consolidation or merger have the same
                                 proportionate ownership of voting capital
                                 stock of the surviving corporation
                                 immediately after the consolidation or
                                 merger;

                         (iv)    in the event that the shares of the voting
                                 capital stock of the Company are traded on
                                 an established securities market: a public
                                 announcement that any person has acquired or
                                 has the right to acquire beneficial
                                 ownership of securities of the Company
                                 representing more than fifty (50) percent of
                                 the combined voting power of the Company's
                                 then outstanding securities, and for this
                                 purpose the terms "person" and "beneficial
                                 ownership" shall have the meanings provided
                                 in Section 13(d) of the Securities and
                                 Exchange Act of 1934, as amended, or the
                                 commencement of or public announcement of an
                                 intention to make a tender offer or exchange
                                 offer for securities of the Company
                                 representing more than fifty (50) percent of
                                 the combined voting power of the Company's
                                 then outstanding securities; and,


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                         (v)     the Board of Directors of the Company, in
                                 its sole discretion, determines that there
                                 has been a sufficient change in the share
                                 ownership of the Company to constitute a
                                 change of effective ownership or control of
                                 the Company.

         5.7    TERMINATION BY THE EMPLOYEE: The Company's obligations to the
                Employee pursuant to this Agreement shall terminate if the
                Employee elects to terminate this Agreement and notifies the
                Company in writing of such election. A termination decision by
                the Employee will affect the severance benefits for which the
                Employee otherwise may have been eligible, as set forth
                further below.

         5.8    SUMMARY: If this Agreement is terminated pursuant to
                Paragraphs 5.2, 5.4 or 5.7, all of the Company's obligations
                to the Employee shall cease immediately, unless otherwise
                mutually agreed to, in writing, by the Company and the
                Employee, or unless as required by applicable law. If this
                Agreement is terminated pursuant to Paragraphs 5.3, 5.5 or
                5.6, the Company's obligations to the Employee, with the
                exception of the severance benefits set forth below, shall
                cease thirty (30) days after the Employee becomes disabled, is
                terminated without cause, or the employment relationship ends
                due to a change in control or material change in job duties
                and responsibilities, or unless as required by applicable law.

         ARTICLE VI. SEVERANCE COMPENSATION AND BENEFITS.

         6.1    TERMINATION WITHOUT CAUSE: Subject to the qualifications of
                Paragraphs 6.4 and 6.5 below, if the Company terminates this
                Agreement without cause, the Employee shall be entitled to
                receive six (6) months of his base salary and benefits
                (exclusive of any stock options). If, however, following a
                Change in Control, the Company terminates the Employee's
                employment within one (1) year of the Change in Control, the
                Employee shall be entitled to receive twelve (12) months of
                his base salary and benefits (exclusive of any stock options).
                Regardless of whether there has been a Change in Control,
                after twenty-four (24) months of employment with the Company,
                the severance benefits set forth in this Paragraph (6.1) shall
                be reduced to three (3) months.

         6.2    EMPLOYEE INITIATED TERMINATION AS A RESULT OF A CHANGE IN
                CONTROL: Subject to the qualifications of Paragraphs 6.4 and
                6.5 below, if the Employee terminates this Agreement pursuant
                to the provisions of


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                Paragraph 5.6 above, he shall be entitled to severance benefits
                for a period of six (6) months.

         6.3    TERMINATION DUE TO DISABILITY: Subject to the qualifications
                of Paragraphs 6.4 and 6.5 below, if the Company terminates
                this Agreement because the Employee has become disabled, as
                set forth in Paragraph 5.3 above, the Employee shall be
                entitled to severance compensation and benefits for a period
                of six (6) months, subject to the following limitation. The
                Employee will be obligated to seek whatever benefits are
                available under the Company's short- and/or long-term
                disability plans. Assuming the Employee qualifies for either
                short- or long-term disability payments, his severance
                compensation will be reduced by the amount of the benefits he
                is receiving from the Company's short- and/or long-term
                disability plans.

         6.4    FORFEITURE OF SEVERANCE BENEFITS: Regardless of the reason why
                the employment relationship ends, if following termination,
                the Employee breaches his obligations to the Company pursuant
                to ARTICLES VII and VIII below, the Company's obligations to
                provide the Employee severance compensation and benefits shall
                cease immediately.

         6.5    RELEASE OF CLAIMS: If the Employee wishes to qualify for the
                severance compensation and benefits set forth in this ARTICLE
                (and as described in Paragraphs 6.1 - 6.3), the Employee must
                execute a general release of all claims. The general release
                will be prepared by counsel for the Company and will relate to
                all potential claims preceding the execution of the general
                release. The general release will comply with all statutory
                requirements governing releases. Unless a general release is
                executed by the Employee, he shall not be eligible for
                severance compensation and benefits.

         6.6    TERMINATION FOR CAUSE: If the Company terminates this
                Agreement for cause, the Employee shall not be entitled to
                receive any severance compensation and benefits.

         6.7    TERMINATION BY EMPLOYEE: If the Employee elects to terminate
                this Agreement for any reasons other than those set forth
                above in Paragraph 5.6, the Employee shall not be entitled to
                receive any severance compensation and benefits.

         6.8    TERMINATION FOR ANY OTHER REASON: If this Agreement is
                terminated by the Employer or Employee for any reasons other
                than those set forth in


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                ARTICLE V above, the Employee shall not be entitled to receive
                any severance compensation and benefits.

         6.9    NON-MONETARY BENEFITS: If the Company is obligated to provide
                severance benefits pursuant to this Agreement, the Company, in
                its sole discretion, either shall provide the Employee a
                monetary benefit on a monthly basis that will enable the
                Employee to obtain independently an equivalent benefit to that
                provided by the Company's plan, or will pay directly the
                Employee's COBRA payment for the period the Employee is
                eligible for the benefit. The Company's obligation pursuant to
                this Paragraph, however, shall cease if and when the Employee
                obtains alternative employment and receives a comparable
                benefit from his subsequent employer, or when the benefit
                period set forth in this Agreement ends, whichever occurs
                sooner. The Employee agrees that he will notify the Company
                within seven (7) days of receiving comparable benefits from
                another employer and that if he fails to do so, he will be
                obligated to refund the value of any benefits provided by the
                Company corresponding to the period when the benefits
                overlapped.



         ARTICLE VII. CONFIDENTIAL INFORMATION

         7.1    CONFIDENTIALITY: The Employee agrees with the Company, and (as
                separate obligations) with each of the Associated Companies to
                which Employee's duties relate, that Employee will (both
                during the continuance of the Agreement and after termination,
                without limit of time):

                (a)    not disclose, divulge or communicate to any person
                       (save to those officials of the Company or Associated
                       Companies whose proper province it is to know the
                       same or with the written consent of the Board or if
                       ordered so to do by a court of a competent
                       jurisdiction) any secret, private or confidential
                       information whatsoever of the Company or Associated
                       Companies or of any customer or client of the Company
                       or Associated Companies including without limitation
                       their operations, finance, business, products,
                       processes, techniques, know-how, customers, clients,
                       plans or other affairs whatsoever which is acquired
                       by the Employee in the course of his employment with
                       the Company or Associated Companies (whether or not
                       under this Agreement) or which would not have been
                       acquired but for such employment;


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                (b)    do everything reasonably within Employee's power to
                       keep such information secret and confidential and to
                       avoid disclosure to persons not entitled to the same;

                (c)    not use any such information for Employee's own
                       benefit or for the benefit of any person or persons
                       or in a manner which would or might be detrimental to
                       the Company or Associated Companies;

                (d)    sign such confidentiality agreements in favor of the
                       Company or Associated Companies or any other person
                       as the Company may reasonably request and will
                       observe all such agreements and all other
                       restrictions and obligations upon or of the Company
                       or Associated Companies known to Employee for the
                       time being in relation to any confidential material
                       received from any third party.

         ARTICLE VIII. NON-COMPETITION AND NON-SOLICITATION

         8.1    NON-COMPETITION: Employee agrees that during the term of this
                Agreement and for a period of one year following termination
                of employment for any reason, Employee will not directly or
                indirectly, alone or as a partner, officer, director,
                shareholder or employee of any other firm or entity, engage in
                any commercial activity in the U.S. in competition with any
                part of the Company's business as conducted during the term of
                this Agreement or as of the date of such termination of
                employment or with any part of the Company's contemplated
                business with respect to which Employee has private, secret,
                or Confidential Information as governed by ARTICLE VII. For
                purposes of this clause, "shareholder" shall not include
                beneficial ownership of less than five percent (5%) of the
                combined voting power of all issued and outstanding voting
                securities of a publicly held corporation whose stock is
                traded on an acknowledged stock exchange.

         8.2    NON-SOLICITATION OF EMPLOYEES: Employee recognizes that the
                Company's workforce constitutes an important and vital aspect
                of its business on a world-wide basis. Employee agrees that
                for a period of two (2) years following the termination of
                this Agreement for any reason whatsoever, Employee shall not
                solicit, or assist anyone else in the solicitation of, any of
                the Company's then-current employees to terminate their
                employment with the Company and to become employed by any
                business enterprise with which the Employee may then be
                associated, affiliated or connected.


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<PAGE>


         8.3    NON-SOLICITATION OF CLIENTS: For one (1) year following
                termination of employment, Employee shall not use his
                knowledge of the business requirements of, or canvas, or by
                any other means seek or solicit business or orders from any
                person or entity who is or has been at any time during the
                twelve (12) months preceding the Employee's termination, a
                client or customer of the Company or Associated Companies.

         8.4    POST-EMPLOYMENT OBLIGATIONS: Following termination, the
                Employee will not directly or indirectly:

                (a)    represent himself or permit himself to be represented
                       as being connected with or successor to the Company
                       or Associated Companies or their respective
                       businesses or as acting on behalf of any of them;

                (b)    represent, promote, advertise or refer to his
                       previous connection with the Company or Associated
                       Companies in such a way as to seek to utilize any
                       goodwill of any of the Companies; this provision will
                       not preclude the Employee from referring to his
                       previous connection with the Companies on any
                       CURRICULUM VITAE or application of employment;

                (c)    carry on, cause or permit to be carried on any
                       business under or using any name, style, logo or
                       image which is, has been or might be used by the
                       Company or Associated Companies which is calculated
                       to cause confusion with such a name, style, logo or
                       image or infer a connection with any of the
                       Companies.

         8.5    CONSIDERATION: The Employee expressly agrees that there is
                good and sufficient consideration for the promises set forth
                in this Agreement.

         ARTICLE IX. INTELLECTUAL PROPERTY

         9.1    ACKNOWLEDGMENT: The Employee acknowledges that his duties
                include the making of inventions, discoveries, and
                improvements and Employee accordingly hereby acknowledges and
                agrees that all rights of any kind in respect of every
                invention, discovery, creation or improvement of any product,
                process, formula, know-how technique, expertise, method,
                design or similar matter or in respect of any works of
                authorship, writings, drawings, computer programs, or similar
                tangible or non-tangible


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<PAGE>


                manifestation of knowledge of any kind which relate to or
                concern the business of the Company or Associated Companies
                in any way made or conceived by him alone or jointly during
                the term of this Agreement whether or not made during the
                course of his employment hereunder shall belong to the Company.

         9.2    ASSIGNMENT: The Employee hereby assigns to the Company all (if
                any) interest which he may from time to time have in such
                rights and agrees that the Company shall be exclusively
                entitled to apply for patents or any other protection
                whatsoever therefore.

         9.3    DISCLOSURE: The Employee shall disclose to the Company in
                writing any matter before referred to as soon as Employee is
                able together with all information concerning the same which
                the Company may request or which may be relevant and Employee
                hereby irrevocably appoints the Company as Employee's attorney
                to act for Employee and in Employee's name in the preparation
                and execution of any necessary documents and to prosecute any
                application in connection with matters covered by this clause
                including power for the Company and persons nominated by it to
                designate any other person to act as attorney in such
                respects.

         9.4    FURTHER ASSURANCE: Notwithstanding such power of attorney, the
                Employee shall at the expense of the Company do, execute and
                sign all such things, deeds, and documents as the Company may
                consider desirable in connection with any such works of
                authorship, invention, discovery, creation or improvement of
                any kind.

         9.5    NOTICE: Minnesota law exempts from this Agreement "an
                invention for which no equipment, supplies, facility or trade
                secret information of the employer was used and which was
                developed entirely on the Employee's own time, and (1) which
                does not relate (a) directly to the business of the employer
                or (b) to the employer's actual or demonstrably anticipated
                research or development, or (2) which does not result from any
                work performed by the Employee for the employer."

         ARTICLE X. GENERAL PROVISIONS.

         10.1   SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon
                and inure to the benefit of the Company, its successors and
                assigns, and to the


                                      16


<PAGE>


                Employee's personal or legal representatives, executors,
                administrators, successors, heirs, distributees, devisees and
                legatees.

         10.2   DISPUTES: Any dispute, controversy or claim for damages or
                other relief arising under or in connection with this
                Agreement shall, in the Company's sole discretion, be settled
                through arbitration or judicial proceeding. If the Company
                elects to use arbitration, the arbitration shall be in
                Minneapolis, Minnesota, and shall be conducted by a panel of
                three (3) arbitrators in accordance with the rules of the
                American Arbitration Association then in effect. Judgment may
                be entered on the arbitrators' award in any court of competent
                jurisdiction.

         10.3   REASONABLENESS OF RESTRICTIVE COVENANTS: Employee and the
                Company hereby stipulate that the prohibitions contained in
                ARTICLES VII, VIII AND IX of this Agreement are reasonable,
                and each specifically waives any objection to the
                reasonableness of said prohibitions.

         10.4   SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF: In addition to any
                other relief afforded by law, the Company shall have the right
                to enforce the provisions of ARTICLES VII and VIII of this
                Agreement by specific performance and by injunctive relief
                against Employee and any other persons concerned thereby.
                Damages, specific performance and injunctive relief shall not
                be considered as alternative remedies. If the Company is
                successful in any action for enforcement of any provisions of
                said ARTICLES, the costs and damages incurred by the Company
                related thereto, including reasonable attorneys' fees and
                expenses, shall be paid by Employee.

         10.5   OFFSETS: Any amount payable to Employee pursuant to this
                Agreement may be reduced for purposes of offsetting, either
                directly or indirectly, any indebtedness or liability of
                Employee to the Company.

         10.6   NOTICES: Any notice hereunder shall be in writing and shall be
                properly served on the Employee if served upon him personally
                or if left at or sent by certified mail addressed to him at
                his address stated above or to any other address known to the
                Company as then being his residence, and on the Company if
                sent by certified mail to its registered office.

         10.7   PREVIOUS AGREEMENTS: This Agreement operates as from the date
                of execution by the Employee and Company (whichever is later,
                if the dates are different) in substitution for and to the
                exclusion of any Employment


                                      17


<PAGE>


                Agreement previously in force between the Company and/or
                Associated Companies, and Employee.

         10.8   WITHHOLDING: To the extent required by any applicable law,
                including, without limitation, any federal or state income tax
                or excise tax law or laws, the Federal Unemployment Tax Act or
                any comparable federal, state or local laws, the Company
                retains the right to withhold such portion of any amount or
                amounts payable to Employee under this Agreement as the
                Company (on the written advice of outside counsel) deems
                necessary.

         10.9   CAPTIONS: The various headings or captions in this Agreement
                are for convenience only and shall not affect the meaning or
                interpretation of this Agreement.

         10.10  GOVERNING LAW: The validity, interpretation, construction,
                performance, enforcement, and remedies of or relating to this
                Agreement, and the rights and obligations of the parties
                hereunder, shall be governed by the substantive laws of the
                State of Minnesota, each of the parties hereby consenting to
                the exclusive jurisdiction of said courts for this purpose.

         10.11  CONSTRUCTION: Wherever possible, each provision of this
                Agreement shall be interpreted in such manner as to be
                effective and valid under applicable law, but if any provision
                of this Agreement shall be prohibited by or invalid under
                applicable law, such provision shall be ineffective only to
                the extent of such prohibition or invalidity without
                invalidating the remainder of such provision or the remaining
                provisions of this Agreement.

         10.12  WAIVERS: No failure on the part of either party to exercise,
                and no delay in exercising, any right or remedy hereunder
                shall operate as a waiver thereof; nor shall any single or
                partial exercise of any right or remedy hereunder preclude any
                other or further exercise thereof or the exercise of any right
                or remedy granted hereby or by any related document or by law.

         10.13  MODIFICATION: This Agreement may not be modified or amended
                except by written instrument signed by the parties hereto.

         10.14  ENTIRE AGREEMENT: This Agreement constitutes the entire
                agreement and understanding between the parties hereto in
                reference to all the matters herein agreed upon.


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<PAGE>


         10.15  COUNTERPARTS: This agreement may be executed in one (1) or
                more counterparts, each of which shall be deemed to be an
                original but all of which together will constitute one (1) and
                the same instrument.

         10.16  SURVIVAL: The parties expressly acknowledge and agree that the
                provisions of this Agreement which by their express or implied
                terms extend beyond the termination of employment hereunder,
                or beyond the termination of this Agreement (including the
                provisions of ARTICLES VII, VIII AND IX) shall continue in
                full force and effect notwithstanding termination of
                Employee's employment hereunder or the termination of this
                Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Employment
Agreement to be duly executed and delivered as of the date below.

EMPLOYEE                                COMPANY

                                        ADAYTUM, INC., a Delaware corporation


/S/  Mark Galloway                      By:    /S/  Julie Buske
--------------------------------           ----------------------------------
Mark Galloway                           Title: V.P. HR
                                              -------------------------------

Address:                                Address:

3803 Blackhawk Ridge Pl.
--------------------------------        Suite 400
                                        2051 Killebrew Drive
EAGAN, MN  55122                        Minneapolis, Minnesota 55425
--------------------------------


Dated:  March 15, 1999                  Dated:   March 15, 1999




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