<PAGE>

                                                                   EXHIBIT 10.19

                           SECOND AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

         This Agreement is made and entered into as of June 12, 2000 by and
among Adaytum Software, Inc., a Delaware corporation (the "COMPANY"), Ronald
Howie, Guy Haddleton, George Kunzle, Valerie Kunzle, Adrian Kunzle and Keri
Jackson, as Trustee under the Alexandra Kunzle Trust Agreement dated April
13, 2000 (collectively referred to as the "EXISTING STOCKHOLDERS") and St.
Paul Venture Capital IV, LLC, St. Paul Venture Capital V, LLC, St. Paul
Venture Capital Affiliates Fund I, LLC, H & Q Adaytum Investors, L.P.,
Hambrecht & Quist California, Hambrecht & Quist Employee Venture Fund, L.P.,
Hambrecht & Quist Employee Venture Fund, L.P. II, 3i Group plc, D & W
Ventures I, LLC and Andersen Consulting LLP ("ANDERSEN CONSULTING")
(collectively referred to as the "INVESTORS").

                                    RECITALS:

A.       Certain of the Investors, the Company and the Existing Stockholders are
         currently parties to an Amended and Restated Registration Rights
         Agreement, dated as of October 5, 1999 (the "Existing Agreement"), and
         the parties thereto wish to amend and restate the Existing Agreement.

B.       The Company and certain of the Investors (including Andersen
         Consulting) have entered into a Series D Preferred Stock Purchase
         Agreement, dated as of June 8, 2000 (the "PURCHASE AGREEMENT"),
         pursuant to which such Investors are purchasing shares of the Company's
         Series D Preferred (as defined herein).

C.       The Company and Andersen Consulting have entered into a Warrant
         Issuance Agreement, dated as of June 8, 2000 (the "Warrant Issuance
         Agreement"), pursuant to which the Company is issuing to Andersen
         Consulting the Warrant (as defined herein).

D.       As a condition to the obligations of such Investors under the Purchase
         Agreement and the obligations of Andersen Consulting under the Warrant
         Issuance Agreement, the Company has agreed to grant registration rights
         on the terms and conditions set forth herein.

E.       Certain capitalized terms used herein have the meanings specified in
         Section 1 below or in the Purchase Agreement.

                                   AGREEMENT:

         NOW THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto hereby agree as follows.


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         SECTION 1.        DEFINITIONS.

         As used in this Agreement, the following terms, not previously defined,
will have the meanings as set forth below:

         1.1      "AFFILIATE" means any Person which controls, is controlled
by or is under common control with any other Person or Persons. For the
purposes of this definition, "control" has the meaning specified as of the
date of this Agreement for that word in Rule 405 promulgated by the
Commission under the Securities Act. In addition to the foregoing, with
respect to Andersen Consulting, "AFFILIATE" also means any of the
partnerships, firms, corporations, entities and individuals, wherever
located, which together are referred to as the "Andersen Consulting Business
Unit" of the Andersen Worldwide Organization whether by virtue of their
member firm interfirm agreements with Andersen Worldwide Societe Cooperative
(or any successor or assignee thereto acting to coordinate the business of
such entities) or by virtue of ownership, direct or indirect, by such an
entity or otherwise being under the control of or under common control,
directly or indirectly, with such an entity and which are thereby deemed part
of the Andersen Consulting Business Unit.

         1.2      "BOARD" means the Board of Directors of the Company.

         1.3      "COMMISSION" means the United States Securities and
Exchange Commission and any successor thereto.

         1.4      "COMMON STOCK" means the Company's common stock, $.01 par
value per share.

         1.5      "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended, and the rules and regulations promulgated from time to time
thereunder.

         1.6      "HOLDER" means (a) a holder, as of the date of this
Agreement, of Series A Preferred, Series B Preferred, Series C Preferred,
Series D Preferred or the Warrant, (b) an Existing Stockholder and (c) any
subsequent legal or beneficial owner of Series A Preferred, Series B
Preferred, Series C Preferred, Series D Preferred, the Warrant or Registrable
Common who has become a party to this Agreement in accordance with Section
10.8 below.

         1.7      "PERSON" means an individual, partnership, limited
partnership, corporation, business trust, limited liability company, an
association, joint stock company, a trust, unincorporated organization, joint
venture or other entity of whatever nature.

         1.8      "PREFERRED STOCK" means the Series A Preferred, the Series
B Preferred, the Series C Preferred and the Series D Preferred.

         1.9      "REGISTRABLE COMMON" means (a) any shares of Common Stock
held by any of the Existing Stockholders as of the date hereof, (b) any
shares of Common Stock which have been issued or are issuable upon the
conversion of the Preferred Stock, (c) any shares of Common Stock which have
been issued or are issuable upon exercise of the Warrant and (d) any shares
of Common Stock issued as a dividend, stock split, reclassification,
recapitalization or


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other distribution with respect to or in exchange for replacement of any of
the preceding; provided, however, that shares of Common Stock will no longer
be Registrable Common (i) when they have been registered under the Securities
Act and sold by the Holder thereof in accordance with such registration, (ii)
when they have been sold by the Holder pursuant to Rule 144 or (iii) the
later of (A) the two-year anniversary of the date hereof or (B) the date when
registration under the Securities Act would no longer be required for the
immediate public sale of all of such shares of Common Stock as a result of
the provisions of Rule 144.

         1.10     "REGISTER," "REGISTERED" AND "REGISTRATION" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Securities Act and the declaration or ordering of the
effectiveness of such registration statement.

         1.11     "RULE 144" means Rule 144 promulgated by the Commission
under the Securities Act, as such rule may be amended from time to time, or
any successor rule thereto.

         1.12     "SECURITIES ACT" means the Securities Act of 1933, as
amended, and the rules and regulations promulgated from time to time
thereunder.

         1.13     "SERIES A PREFERRED" means (a) up to 1,544,000 outstanding
shares of the Company's Series A Convertible Preferred Stock, $.01 par value
per share, and any shares of Series A Preferred issued in payment of a
dividend upon any share of Series A Preferred and (b) any Registrable Common
issued as a dividend or other distribution with respect to, or in replacement
of, any Series A Preferred.

         1.14     "SERIES B PREFERRED" means (a) up to 4,350,000 outstanding
shares of the Company's Series B Convertible Preferred Stock, $.01 par value
per share, and any shares of Series B Preferred issued in payment of a
dividend upon any share of Series B Preferred and (b) any Registrable Common
issued as a dividend or other distribution with respect to, or in replacement
of, any Series B Preferred.

         1.15     "SERIES C PREFERRED" means (a) up to 2,750,100 outstanding
shares of the Company's Series C Convertible Preferred Stock, $.01 par value
per share, and any shares of Series C Preferred issued in payment of a
dividend upon any share of Series C Preferred and (b) any Registrable Common
issued as a dividend or other distribution with respect to, or in replacement
of, any Series C Preferred.

         1.16     "SERIES D PREFERRED" means (a) up to 2,049,624 outstanding
shares of the Company's Series D Preferred Stock, $.01 par value per share,
and any shares of Series D Preferred issued in payment of a dividend upon any
share of Series D Preferred and (b) any Registrable Common issued as a
dividend or other distribution with respect to, or in replacement of, any
Series D Preferred.

         1.17     "WARRANT" means the warrant of the Company, dated as of the
date hereof and issued pursuant to the Warrant Issuance Agreement,
representing the right to purchase up to 1,365,188 shares of the Company's
Common Stock (as such number may be adjusted pursuant to the terms thereof).


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         SECTION 2.        REGISTRATION RIGHTS.

         2.1      REQUIRED REGISTRATION.

                  2.1.1    If, at any time after the earlier of: (i) six (6)
         months after the Company's initial public offering or (ii) December 30,
         2001, the Company receives a written request for registration under the
         Securities Act from the Investors holding in the aggregate at least
         fifty percent (50%) of the Registrable Common (a "REGISTRATION
         REQUEST"):

                           (a)      the Company will promptly give written
                  notice to all other record Holders of Registrable Common that
                  such registration is to be effected ("REGISTRATION NOTICE");
                  and

                           (b)      subject to the limitations and requirements
                  set forth in this Section 2.1, the Company will use its best
                  efforts to prepare and file a registration statement under the
                  Securities Act on the appropriate form covering the
                  Registrable Common which is the subject of the Registration
                  Request and such additional Registrable Common for which it
                  has received written requests to register by such other record
                  Holders within forty-five (45) days after the delivery of the
                  Registration Notice, and will use its best efforts to cause
                  such registration statement to become effective as soon as is
                  practicable after such filing.

                  2.1.2    The Company will be obligated (a) to proceed with
         filing the registration statement only if the anticipated gross
         offering proceeds to the selling Holders is at least (i) $500,000, if
         the Company meets the requirements for using Form S-3, or (ii)
         $5,000,000, if the Company is required to use Form S-1 and the
         Registration covers at least twenty percent (20%) of the Registrable
         Common, and (b) to prepare, file and cause to become effective (i) no
         more than two (2) registration statements on Form S-1 pursuant to
         Registration Requests made under this Section 2.1 and (ii) no more than
         two (2) registration statements on Form S-3 per year pursuant to
         Registration Requests made under this Section 2.1.

                  2.1.3    If the Company furnishes to such Holder(s) within
         thirty (30) days of a Registration Notice a certificate signed by the
         President of the Company stating that the Company, pursuant to an
         action approved by the Board of Directors, has already a present plan
         to commence preparation of a Registration Statement and to file the
         same within ninety (90) days or (ii) in the good faith judgment of the
         Board of Directors of the Company, it would be seriously detrimental to
         the Company and its stockholders for such registration statement to be
         filed at such time, then the Company will have the right to defer such
         filing for a period ending not later than one hundred eighty (180) days
         from the delivery date of such Registration Notice. The Company may
         delay a request for registration under this subsection 2.1.3 not more
         than once in any two (2) year period.

                  2.1.4    To the extent covered by such registration statement,
         all shares of Preferred Stock will be converted into Common Stock and
         the Warrant (to the extent exercisable pursuant to the terms thereof)
         will be exercised for Common Stock or such


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<PAGE>


         Holder(s) will deliver a written commitment to the Company to convert
         such Preferred Stock into shares of Common Stock or exercise the
         Warrant, as the case may be, simultaneously with the effective date of
         such registration statement, but subject to the closing of such
         offering.

                  2.1.5    If the Holders submitting the Registration Request
         (the "INITIATING HOLDERS") intend to distribute the Registrable Common
         covered by such request by means of an underwriting, the Registration
         Request will so indicate and the Company will include such information
         in the Registration Notice. The Company will select the underwriter,
         with the approval of a majority in interest of the Initiating Holders,
         which approval will not be unreasonably withheld. Notwithstanding any
         other provision of this Section 2, if the managing underwriter advises
         the Initiating Holders in writing that marketing factors require
         reducing the number of shares to be underwritten, then the number of
         shares of Registrable Common included in the underwriting will be
         reduced pro rata among all participating Holders in proportion (as
         nearly as practicable) to the amount of Registrable Common to be
         included in such underwriting owned by each participating Holder;
         provided, however, that such reduction will be made only if all other
         securities to be included already have been entirely excluded from the
         underwriting unless the holders of at least 50% of the Registrable
         Common consent to the inclusion of such other securities; provided
         further, however, that in the event shares of Registrable Common of the
         Existing Stockholders are included in the shares to be underwritten,
         the other participating Holders will subordinate their registration
         rights under this Section 2.1 and, accordingly, reduce the number of
         shares of Registrable Common included in the underwriting to permit the
         Existing Stockholders first to sell up to ten percent (10%) of their
         respective shares of Registrable Common, and after the Existing
         Stockholders are allowed to include up to 10% of their respective
         shares in the underwriting, all Holders (including Existing
         Stockholders) are entitled to a pro rata inclusion of their shares in
         the underwriting.

                  2.1.6    In the event that the Holders of a majority of the
         Registrable Common for which registration has been requested pursuant
         to this Section 2.1 determine for any reason not to proceed with a
         registration at any time before a registration statement has been
         declared effective by the Commission, and such registration statement,
         if theretofore filed with the Commission, is withdrawn with respect to
         the Registrable Common covered thereby, and, unless the withdrawal is
         based on a materially adverse change in the condition, business or
         prospects of the Company from that known to the Holders at the time of
         their Registration Request, the participating Holders of such
         Registrable Common agree to bear their own expenses incurred in
         connection therewith and to reimburse the Company for the expenses
         incurred by it attributable to the filing of such registration
         statement, and, if such participating Holders in fact so reimburse the
         Company, then the Holders of such Registrable Common will not be deemed
         to have exercised their right to require the Company to register
         Registrable Common pursuant to this Section 2.1.


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<PAGE>

                  2.1.7    If, at the time a Registration Request is received by
         the Company, the Company has already determined to proceed with the
         actual preparation and filing of a registration statement under the
         Securities Act in connection with the Company's proposed offer and sale
         for cash of its securities, the Registration Request will be deemed to
         have been given pursuant to Section 2.2 rather than this Section 2.1,
         and the rights and obligations of the Holders and the Company with
         respect to the Registration Request will be governed by Section 2.2
         hereof.

         2.2      INCIDENTAL REGISTRATION.

                  2.2.1    Each time the Company determines to proceed with the
         actual preparation and filing of a registration statement under the
         Securities Act (excluding a registration on Form S-4 or S-8 (or similar
         special purpose forms promulgated after the date hereof)) in connection
         with the proposed offer and sale for cash of any of its securities by
         it or any of its security holders (other than in response to a
         Registration Request, registration on a form that does not permit the
         inclusion of shares by the Company's security holders or the Company's
         initial public offering), the Company will give written notice of its
         determination to all record Holders of Registrable Common (a
         "PARTICIPATION NOTICE"). Upon the written request of a record Holder of
         any Registrable Common given within thirty (30) days after receipt of a
         Participation Notice, the Company will, except as herein provided,
         cause all such Registrable Common for which the record Holders have
         requested registration to be included in such registration statement,
         provided that all applicable shares of Preferred Stock will be
         converted into Common Stock or the Warrant (to the extent exercisable
         pursuant to the terms thereof) will be exercised for Common Stock in
         such registration statement, or such Holder(s) will deliver a written
         commitment to the Company to convert such Preferred Stock into shares
         of Common Stock or exercise the Warrant, as the case may be,
         simultaneously with the effective date of such registration statement
         but subject to the closing of such offering, all to the extent
         requisite to permit the sale or other disposition by the prospective
         seller or sellers of the Registrable Common to be so registered. If any
         registration pursuant to this Section 2.2 is underwritten in whole or
         in part, the Company may require that the Registrable Common requested
         for inclusion pursuant to this Section 2.2 be included in the
         underwriting on the same terms and conditions as the securities
         otherwise being sold through the underwriters.

                  2.2.2    Nothing contained in this Agreement will prevent the
         Company from, at any time, abandoning or delaying any such registration
         initiated by it. If the Company determines not to proceed with a
         registration after the registration statement has been filed with the
         Commission and the Company's decision not to proceed is primarily based
         upon the anticipated public offering price of the securities to be sold
         by the Company, the Company will promptly complete the registration for
         the benefit of those participating Holders who agree to proceed with a
         public offering of their securities and who agree to bear all expenses
         incurred by the Company as the result of such registration arising
         after the Company has decided not to proceed.


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<PAGE>


                  2.2.3    If in the good faith judgment of the managing
         underwriter of a public offering under this Section 2.2, the inclusion
         of all of the Registrable Common of the Holders originally covered by a
         request for registration would interfere with the successful marketing
         of the shares of Common Stock offered by the Company, the number of
         shares of Registrable Common of the Holders otherwise to be included in
         the underwritten public offering may be reduced pro rata (by number of
         shares) among the participating Holders requesting such registration;
         provided, however, that in the event shares of Registrable Common of
         the Existing Stockholders are included in the shares to be
         underwritten, the other participating Holders will subordinate their
         registration rights under this Section 2.2 and, accordingly, reduce the
         number of shares of Registrable Common included in the underwriting to
         permit the Existing Stockholders first to sell up to ten percent (10%)
         of their respective shares of Registrable Common and after the Existing
         Stockholders are allowed to include up to 10% of their respective
         shares in the underwriting, all Holders (including Existing
         Stockholders) are entitled to a pro rata inclusion of their shares in
         the underwriting.

         2.3      UNDERWRITING. The right of any Holder to include shares of
Registrable Common in any underwritten registration pursuant to this Agreement
will be conditioned upon such Holder's participation in such underwriting and
the inclusion of such Holder's Registrable Common in the underwriting. The
Holders proposing to distribute their securities through such underwriting will
(together with the Company, which will also undertake to do so) enter into an
underwriting agreement with the underwriter or underwriters selected containing
customary representations, covenants and indemnification provisions, provided
that any representations and warranties from the Holders will be limited to
matters of title to the securities sold.

         SECTION 3.        REGISTRATION PROCEDURES. When the Company is required
by the terms of this Agreement to effect the registration of Registrable Common
under the Securities Act, the Company will do the following:

         3.1      FILING. Prepare and file with the Commission a registration
statement with respect to such securities, and use its best efforts to cause
such registration statement to become and remain effective for such period as
may be reasonably necessary to effect the sale of such securities, but not to
exceed the lesser of (i) six (6) months or (ii) until the distribution described
in the registration statement has been completed.

         3.2      PERIOD OF EFFECTIVENESS. Prepare and file with the Commission
such amendments to such registration statement and supplements to the prospectus
contained therein as may be necessary to keep such registration statement
effective for the period described in Section 3.1.

         3.3      COPIES. Furnish to the Holders participating in such
registration and, if applicable, to the underwriters of the securities being
registered such reasonable number of copies of the registration statement,
preliminary prospectus, final prospectus and such other documents as such
Holders and, if applicable, such underwriters may reasonably request in order to
facilitate the public offering of such securities.


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         3.4      BLUE SKY. Use its best efforts to register or qualify the
securities covered by such registration statement under such state securities or
blue sky laws of such jurisdictions as such participating Holders may reasonably
request in writing within twenty (20) days following the original filing of such
registration statement, except that the Company will not for any purpose be
required to execute a general consent to service of process or to qualify to do
business as a foreign corporation in any jurisdiction wherein it is not so
qualified.

         3.5      NOTIFICATION. Notify the Holders participating in such
registration, promptly after it receives notice thereof, of the time when such
registration statement has become effective or a supplement to any prospectus
forming a part of such registration statement has been filed.

         3.6      AMENDMENT NOTICE. Notify the Holders participating in such
registration promptly of any request by the Commission for the amending or
supplementing of such registration statement or prospectus or for additional
information.

         3.7      AMENDMENT. Prepare and file with the Commission, promptly upon
the request of any Holders participating in such registration, any amendments or
supplements to such registration statement or prospectus which, in the opinion
of counsel for such Holders (and concurred in by counsel for the Company), is
required under the Securities Act in connection with the distribution of the
Registrable Common by such Holders.

         3.8      UPDATE. Prepare and promptly file with the Commission and
promptly notify the Holders participating in such registration of the filing of
such amendment or supplement to such registration statement or prospectus as may
be necessary to correct any statements or omissions if, at the time when a
prospectus relating to such securities is required to be delivered under the
Securities Act, any event has occurred as the result of which any such
prospectus or any other prospectus as then in effect would include an untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading.

         3.9      STOP ORDERS. Advise the Holders participating in such
registration, promptly after it receives notice or obtains knowledge thereof, of
the issuance of any stop order by the Commission suspending the effectiveness of
such registration statement or the initiation or threatening of any proceeding
for that purpose and promptly use its best efforts to prevent the issuance of
any stop order or to obtain its withdrawal if such stop order should be issued.

         3.10     COMPLIANCE ISSUES. Not file any amendment or supplement to
such registration statement or prospectus to which a majority in interest of the
Holders participating in such registration have reasonably objected on the
grounds that such amendment or supplement does not comply in all material
respects with the requirements of the Securities Act, after having been
furnished with a copy thereof at least two (2) business days prior to the filing
thereof, unless in the opinion of counsel for the Company the filing of such
amendment or supplement is reasonably necessary to protect the Company from any
liabilities under any applicable federal or state law and such filing will not
violate applicable law.


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         3.11     OPINION OF COUNSEL, CONFLICT LETTER. At the request of any
Holder participating in such registration, furnish: (i) an opinion, dated as of
the closing date of the offering, of the counsel representing the Company for
the purposes of such registration, addressed to the underwriters, if any, and to
any Holder making such request; and (ii) letters, dated as of the effective date
of the registration statement and as of the closing date of the offering, from
the independent certified public accountants of the Company, addressed to the
underwriters, if any, and to any Holder making such request, in each case in
form and substance as is customary in an underwritten public offering.

         SECTION 4.        EXPENSES. With respect to each registration requested
pursuant to Section 2.1 hereof (except as otherwise provided in such Section)
and with respect to each inclusion of Registrable Common in a registration
statement pursuant to Section 2.2 hereof (except as otherwise provided in such
Section), the Company will bear the following fees, costs and expenses: all
registration, filing and NASD fees, printing expenses, fees and disbursements of
counsel and accountants for the Company, fees and disbursements of counsel for
the underwriter or underwriters of such securities (if the Company and/or
selling Holders are required to bear such fees and disbursements), fees and
disbursements of one special counsel for the selling Holders, all internal
Company expenses, all legal fees and disbursements and other expenses of
complying with state securities or blue sky laws of any jurisdictions in which
the securities to be offered are to be registered or qualified, and the premiums
and other costs of policies of insurance against liability (if any) arising out
of such public offering. Fees and disbursements of counsel (other than the one
special counsel referenced above) and accountants for the selling Holders,
underwriting discounts and commissions and transfer taxes relating to the shares
included in the offering by the selling Holders, and any other expenses incurred
by the selling Holders not expressly included above, will be borne by the
selling Holders.

         SECTION 5.        INDEMNIFICATION. In the event that any Registrable
Common is included in a registration statement under Section 2.1 or 2.2 hereof:

         5.1      INDEMNIFICATION BY COMPANY. To the fullest extent permitted by
law, the Company will indemnify and hold harmless each Holder which has
Registrable Common included in a registration statement pursuant to the
provisions hereof, its directors and officers, and any underwriter (as defined
in the Securities Act) for such Holder and each Person, if any, who controls
such Holder or such underwriter within the meaning of the Securities Act, from
and against, and will reimburse such Holder and each such underwriter and
controlling Person with respect to, any and all loss, damage and liability
(collectively, "LOSSES") to which such Holder or any such underwriter or
controlling Person may become subject under the Securities Act, state securities
laws or otherwise, and the Company will pay to each such Holder, underwriter or
controlling person any legal or other costs or expenses reasonably incurred by
such person in connection with investigating or defending any such Loss, insofar
as such Losses arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in such registration statement,
any prospectus contained therein or any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made, not
misleading; provided, however, that the


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Company will not be liable in any such case to the extent that any such Loss
arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with
information furnished by such Holder, such underwriter or such controlling
Person in writing specifically for use in the preparation thereof; provided
further, however, that the indemnity agreement in this Section 5.1 will not
apply to amounts paid in settlement of any such Loss if such settlement is
effected without the consent of the Company, which consent will not be
unreasonably withheld, and that the foregoing indemnity obligation with
respect to any preliminary prospectus or final prospectus (if such final
prospectus has been amended or supplemented and such amendments or
supplements have been furnished to such Holder prior to the written
confirmation of the sale involved) will not inure to the benefit of any
Holder on account of any Loss whatsoever arising from the sale of Registrable
Common by such Holder to any person if (A) a copy of the final prospectus (as
amended or supplemented if such amendments or supplements have been furnished
to such Holder prior to the written confirmation of the sale involved) has
not been sent or given by or on behalf of such Holder to such person, if
required by law, with or prior to the written confirmation of the sale
involved, and (B) the untrue statement or alleged untrue statement or
omission or alleged omission of a material fact contained in such preliminary
prospectus or final prospectus from which such Loss arose was corrected in
the final prospectus (as amended or supplemented if such amendments or
supplements thereto have been furnished as aforesaid).

         5.2      INDEMNIFICATION BY HOLDERS. Each Holder which has
Registrable Common included in a registration statement pursuant to the
provisions hereof will severally, but not jointly, indemnify and hold
harmless the Company, its directors and officers, each Person, if any, who
controls the Company within the meaning of the Securities Act, any other
Holder selling securities pursuant to such registration statement, any
controlling Person of any such selling Holder, any underwriter and any
controlling Person of any such underwriter (each, an "INDEMNITEE") from and
against, and will reimburse any Indemnitee with respect to, any and all
Losses to which such Indemnitee may become subject under the Securities Act,
state securities laws or otherwise, and such Holder will pay to each
Indemnitee any legal or other costs or expenses reasonably incurred by such
Indemnitee in connection with investigating or defending any such Loss,
insofar as such Losses are caused by any untrue or alleged untrue statement
of any material fact contained in such registration statement, any prospectus
contained therein or any amendment or supplement thereto, or arise out of or
are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances in which they were made,
not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission
was so made in reliance upon and in conformity with written information
furnished by such Holder specifically for use in the preparation thereof;
provided, however, that the indemnity agreement in this Section 5.2 will not
apply to amounts paid in settlement of any such Loss if such settlement is
effected without the consent of the indemnifying Holder, which consent will
not be unreasonably withheld, and that the foregoing indemnity obligation
with respect to any preliminary prospectus or final prospectus (if such final
prospectus has been amended or supplemented and such amendments or
supplements have been furnished to such Indemnitee prior to the written
confirmation of the sale involved) will not inure to the benefit of any
Indemnitee on account of any Loss whatsoever arising from the sale of any


                                       10
<PAGE>


Registrable Common by the Holder to any person if (A) a copy of the final
prospectus (as amended or supplemented if such amendments or supplements have
been furnished to such Indemnitee prior to the written confirmation of the
sale involved) has not been sent or given by or on behalf of such Indemnitee
to such person, if required by law, with or prior to the written confirmation
of the sale involved, and (B) the untrue statement or alleged untrue
statement or omission or alleged omission of a material fact contained in
such preliminary prospectus or final prospectus from which such Loss arose
was corrected in the final prospectus (as amended or supplemented if such
amendments or supplements thereto have been furnished as aforesaid); provided
further, however, that the obligations of each Holder under this Section 5.2
will be limited to an amount equal to the net proceeds to such Holder from
the sale of Registrable Common as contemplated herein, unless such claim,
loss, damage, liability or action resulted from such Holder's fraudulent
misconduct.

         5.3      INDEMNIFICATION PROCEDURES. Promptly after receipt by a
party entitled to indemnification pursuant to this Section 5 (each, an
"INDEMNIFIED PARTY") of notice of the commencement of any action involving
the subject matter of the foregoing indemnity provisions such Indemnified
Party will, if a claim is to be made against the party obligated to provide
indemnification pursuant to this section (each, an "INDEMNIFYING PARTY"),
promptly notify the Indemnifying Party of the commencement thereof; but the
omission to provide such notice will not relieve the Indemnifying Party from
any liability hereunder, except to the extent that the delay in giving, or
failing to give, such notice has a material adverse effect upon the ability
of the Indemnifying Party to defend against the claim. In case such action is
brought against an Indemnified Party, the Indemnifying Party will have the
right to participate in and, at the Indemnifying Party's option, to assume
the defense thereof, singly or jointly with any other Indemnifying Party
similarly notified, with counsel reasonably satisfactory to the Indemnified
Party; provided, however, that if the defendants in any action include both
the Indemnified Party and the Indemnifying Party and the Indemnified Party
reasonably concludes that there may be legal defenses available to any
Indemnified Parties that are different from or additional to those available
to the Indemnifying Party, or if there is a conflict of interest which would
prevent counsel for the Indemnifying Party from also representing the
Indemnified Party, the Indemnified Party will have the right to select
counsel to participate in the defense of such action on behalf of such
Indemnified Party at the expense of the Indemnifying Party; provided further,
however, that the Indemnifying Party will be responsible for the expense of
only one such special counsel (and one local counsel if necessary for
jurisdictional purposes) selected jointly by the Indemnified Parties, if
there is more than one Indemnified Party. After notice from an Indemnifying
Party to any Indemnified Party of such Indemnifying Party's election to
assume the defense of the action, the Indemnifying Party will not be liable
to such Indemnified Party pursuant to this Section 5 for any legal or other
expense subsequently incurred by such Indemnified Party in connection with
the defense thereof other than reasonable costs of investigation, unless (i)
the Indemnified Party has employed counsel in accordance with the proviso of
the preceding sentence or (ii) the Indemnifying Party has not employed
counsel reasonably satisfactory to the Indemnified Party to represent the
Indemnified Party within a reasonable time after the notice of the
commencement of the action, or (iii) the Indemnifying Party has authorized
the employment of counsel for the Indemnified Party at the expense of the
Indemnifying Party.


                                       11
<PAGE>


         5.4      CONTRIBUTION. If the indemnification provided for in this
Section 5 is for any reason held to be unavailable to or otherwise
insufficient to hold harmless an Indemnified Party in respect of any Losses,
then as between the Company and the Selling Holders, each Indemnifying Party
shall contribute to the aggregate amount paid or payable by such Indemnified
Party, as incurred, as a result of any Losses, (i) in such proportion as is
appropriate to reflect the relative fault of the Company, on the one hand,
and the Selling Holders, on the other hand, in connection with any untrue
statement or alleged untrue statement of any material fact contained in such
registration statement, any prospectus contained therein or any amendment or
supplement thereto, or arising out of or based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading. As between the Company and the Selling
Holders, on the one hand, and any underwriter(s) and any controlling Person
of any such underwriters, on the other hand, each Indemnifying Party shall
contribute to the aggregate amount paid or payable by such Indemnifying Party
as incurred, as a result of any Losses, (x) in such proportion as is
appropriate to reflect the relative benefits received from the offering of
Registrable Common included in a registration statement pursuant to the terms
of this Agreement or (y) if the allocation provided by clause (x) above is
not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (x) above, but
also the relative fault of the Company and the Selling Holders, on the one
hand, and the underwriter(s) and any controlling person of any such
underwriter, on the other hand, in connection with any untrue statement or
alleged untrue statement of any material fact contained in such registration
statement, any prospectus contained therein or any amendment or supplement
thereto, or arising out of or based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which they were
made, not misleading. As used in this Section 5.4, the relative benefits
received by an Indemnifying Party in connection with the offering of
Registrable Common pursuant to the terms of this Agreement shall be deemed to
be the same respective proportions as the total net proceeds from the
offering of the Registrable Common pursuant to the terms of this Agreement
(before deducting expenses) received by the Company and the Selling Holders
(should any one of them be the Indemnifying Party), and any compensation paid
to the underwriter(s) (should the underwriter(s) be the Indemnifying Party);
provided further, that the obligations of each party under this Section 5.4
will be limited to an amount equal to the net proceeds to such party from the
sale of Registrable Common as contemplated herein, unless such claim, loss,
damage, liability or action resulted from such Party's fraudulent misconduct.

         The amount paid or payable by a party as a result of the Losses
referred to above shall be deemed to include, subject to the limitations set
forth in Section 5.3, any legal or other fees or expenses reasonably incurred
by such party in connection with investigating or defending any action or
claim. The provisions set forth in Section 5.3 with respect to notice of
commencement of any action shall apply if a claim for contribution is to be
made under this Section 5.4; PROVIDED, HOWEVER, that no additional notice
shall be required with respect to any action for which notice has been given
under Section 5.3 hereof for purposes of indemnification.


                                       12
<PAGE>


         The Company and the Holders agree that it would not be just and
equitable if contribution pursuant to this Section 5.4 were determined by pro
rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in this Section 5.4.

         No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation. For
purposes of this Section 5.4, each officer and employee of a Holder and each
person, if any, who controls a Holder within the meaning of the Securities
Act and the Exchange Act shall have the same rights to contribution as such
Holder, and each director of the Company, each officer of the Company who
signed the registration statement and each person, if any, who controls the
Company within the meaning of the Securities Act and the Exchange Act shall
have the same rights to contribution as the Company.

         SECTION 6.        EXCEPTIONS TO AND TERMINATION OF AGREEMENT. The
Company will not be obligated to effect a registration (i) during the ninety
(90) day period commencing with the closing date of the Company's initial
public offering or (ii) if the Company delivers to the Holders within thirty
(30) days of any Registration Request notice of the Company's intent to file
a registration statement with respect to such initial public offering within
ninety (90) days and so files within such period. This Agreement, and the
registration rights set forth herein, will terminate as to any Holder on the
date on which such Holder no longer owns any shares of Registrable Common
subject to this Agreement.

         SECTION 7.        COOPERATION. Any Holder whose Registrable Common
is to be included in a Registration Statement either filed pursuant to a
demand or as part of a Company registration agrees to cooperate with all
reasonable requests by the Company necessary to effectuate the purposes of
this Agreement, including by timely providing the Company with all
information necessary to prepare and file a registration statement.

         SECTION 8.        "MARKET STAND-OFF" AGREEMENT. Each Holder hereby
agrees that, following the effective date of a registration statement
covering the sale of the Company's securities under the Securities Act, for
the period of time and to the extent reasonably requested by the
underwriter(s) and the Company, such Holder will not sell, offer to sell,
contract to sell (including, without limitation, any short sale), grant any
option to purchase or otherwise transfer or dispose of any securities of the
Company held directly or indirectly, by such Holder, except for securities
covered by the registration statement and transfers to donees or Affiliates
who agree to be similarly bound; provided, however, that (i) the executive
officers and directors of the Company, as well as any holder of at least five
percent (5%) of the Company's Preferred Stock or Common Stock, have agreed to
be bound by substantially the same terms and conditions, (ii) such agreement
may be required only in connection with the Company's initial public offering
and any public offering made within two (2) years thereafter, (iii) the time
period requested for such market stand-off will not exceed one hundred eighty
(180) days in connection with an initial public offering and ninety (90) days
for any other public offering within the aforementioned two (2) year period
and (iv) the restriction will not apply to a registration relating solely to
employee, consultant or advisor benefit plans on Form S-1 or Form S-8 (or
similar special purpose form


                                       13
<PAGE>


promulgated after the date hereof) or a registration relating solely to a
transaction pursuant to Rule 145 promulgated under the Securities Act on Form
S-4 (or similar forms promulgated after the date hereof). The Company may
impose stop-transfer instructions during such stand-off period with respect
to the securities of each Holder subject to this restriction if necessary to
enforce such restrictions. The Company shall not request a market stand-off
provision which is more restrictive than what the underwriter(s) deem
reasonable and necessary.

         SECTION 9.        LIMITATIONS ON ADDITIONAL REGISTRATION RIGHTS.
From and after the date of this Agreement, unless holders of at least a
majority of the Registrable Common have consented, the Company will not enter
into any agreement granting any security holder or prospective security
holder of any securities of the Company registration rights with respect to
such securities except for agreements granting new registration rights which
are subordinate to the registration rights granted to the Holders herein.

         SECTION 10.       MISCELLANEOUS.

         10.1     WAIVERS, AMENDMENTS AND APPROVALS. In each case in which
the approval of the Holders is required by the terms of this Agreement, such
requirement will be satisfied by a vote or the written action of Holders of
at least a majority of the Registrable Common held by all of the Holders,
unless a higher percentage is specifically required by the terms of this
Agreement. Any term or provision of this Agreement requiring performance by
or binding upon the Company or the Holders may be amended, and the observance
of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only by a
writing signed by the Company and the Holders of at least a majority of the
Registrable Common held by all of the Holders. Any amendment or waiver
effected in accordance with this Section will be binding upon all of the
Holders (including permitted assigns pursuant to Section 10.8 hereof). The
waiver by a party of any breach hereof or default in payment of any amount
due hereunder or default in the performance hereof will not be deemed to
constitute a waiver of any other default or succeeding breach or default.
Written notice of any such waiver, consent or agreement of amendment,
modification or supplement will be given to the record Holders who did not
give written consent thereto.

         10.2     NOTICES. All notices, requests, consents and other
communications required or permitted hereunder will be in writing and will be
delivered either by (i) personal delivery, (ii) registered or certified
airmail, postage prepaid or (iii) facsimile, as follows

                  10.2.1   to a Holder, addressed to such Holder at the
         address(es) set forth on SCHEDULE 1

                  10.2.2   to the Company, to:

                           Adaytum Software, Inc.
                           2051 Killebrew Drive, Suite 400
                           Minneapolis, MN  55425


                                       14
<PAGE>


and such notices and other communications will for all purposes of this
Agreement be treated as being effective or having been given (x) on the date
of personal delivery, (y) the fifth day after the date of deposit with the
U.S. or relevant postal service, if delivered by airmail, or (z) upon
electronic confirmation of receipt, if delivered by facsimile. Any party may
change its address for such communications by giving notice thereof to the
other parties in conformity with this Section.

         10.3     DELAYS OR OMISSIONS. Except as expressly provided herein,
no delay or omission to exercise any right, power or remedy accruing to any
party under this Agreement will impair any such right, power or remedy of
such party nor will it be construed to be a waiver of any such breach or
default, or an acquiescence thereto, or of a similar breach or default
thereafter occurring; nor will any waiver of any single breach or default be
deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character
on the part of any party hereto of any breach or default under the Agreement,
or any waiver on the part of any party of any provisions or conditions of
this Agreement must be in writing and will be effective only to the extent
specifically set forth in such writing.

         10.4     OTHER REMEDIES. Any and all remedies herein expressly
conferred upon a party will be deemed cumulative with, and not exclusive of,
any other remedy conferred hereby or by law on such party, and the exercise
of any one remedy will not preclude the exercise of any other.

         10.5     ATTORNEYS' FEES. Should suit be brought to enforce or
interpret any part of this Agreement, the prevailing party will be entitled
to recover, as an element of the costs of suit and not as damages, reasonable
attorneys' fees to be fixed by the court (including, without limitation,
costs, expenses and fees on any appeal). The prevailing party will be the
party entitled to recover its costs of suit, regardless of whether such suit
proceeds to final judgment. A party not entitled to recover its costs will
not be entitled to recover attorneys' fees. No sum for attorneys' fees will
be counted in calculating the amount of a judgment for purposes of
determining if a party is entitled to recover costs or attorneys' fees.

         10.6     ENTIRE AGREEMENT. This Agreement, the schedules hereto, the
documents referenced herein and the exhibits thereto, constitute the entire
understanding and agreement of the parties hereto with respect to the subject
matter hereof and thereof and supersede all prior and contemporaneous
agreements or understandings, inducements or conditions, express or implied,
written or oral, between the parties with respect hereto and thereto,
including, without limitation, the Existing Agreement. The express terms
hereof control and supersede any course of performance or usage of the trade
inconsistent with any of the terms hereof.

         10.7     SEVERABILITY. Should any one or more of the provisions of
this Agreement or of any agreement entered into pursuant to this Agreement be
determined to be illegal or unenforceable, all other provisions of this
Agreement and of each other agreement entered into pursuant to this Agreement
will be given effect separately from the provision or provisions determined
to be illegal or unenforceable and will not be affected thereby.


                                       15
<PAGE>


         10.8     SUCCESSORS AND ASSIGNS. The terms and conditions of this
Agreement will inure to the benefit of and be binding upon and be enforceable
by the respective heirs, successors and assigns of the parties hereto;
provided, however, that the rights of a Holder hereunder may be assigned only
(i) to a partner or retired partner of the assigning Holder, if such
assigning Holder is a partnership, (ii) to any Affiliate of the assigning
Holder, (iii) to any family member of, or any trust for the benefit of a
family member of the assigning Holder or (iv) concurrent with the sale or
transfer to such assignee of at least 80,000 shares of Registrable Common
(subject to adjustment for any stock dividend, stock split, subdivision,
combination or other recapitalization of the Company) then held by the
assigning Holder; provided, however, that the Company is, within a reasonable
time after such transfer, furnished with written notice of the name and
address of the assignee and the securities with respect to which such
registration rights are being assigned and such transferee agrees in writing
to be bound by and subject to the terms and conditions of this Agreement. Any
Holder making an assignment in connection with the sale or transfer of only a
portion of its shares will retain its rights under this Agreement for the
shares not sold or transferred. Nothing in this Agreement, express or
implied, is intended to confer upon any party, other than the parties hereto
or their permitted successors and assigns, any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement. Notwithstanding any provision contained elsewhere
in this Agreement, upon the transfer of shares by any of the parties hereto,
no claims or causes of action arising out of or related to this Agreement
existing as of the transfer date will be transferred by such party to any
heir, successor, assign or permitted transferee, provided that the transfer
of shares will not be deemed a waiver by the transferring party of any such
claim or cause of action.

         10.9     GOVERNING LAW. This Agreement will be governed by and
construed under the laws of the State of Minnesota, without regard to the
conflict of laws principles thereof.

         10.10    COUNTERPARTS. This Agreement may be executed concurrently
in two or more counterparts, each of which will be deemed an original, but
all of which together will constitute one and the same instrument.



                                       16
<PAGE>


IN WITNESS WHEREOF, this Agreement is hereby executed as of the date first
written above.

COMPANY:                            ADAYTUM SOFTWARE, INC.

                                    By:      /S/  J. D. G. Haddleton
                                       -----------------------------------------
                                       Its:  CEO
                                           -------------------------------------

EXISTING SHAREHOLDERS:              /S/ Ronald Howie
                                    --------------------------------------------
                                    Ronald Howie

                                    /S/ J. D. G. Haddleton
                                    --------------------------------------------
                                    Guy Haddleton

                                    /S/ George Kunzle
                                    --------------------------------------------
                                    George Kunzle

                                    /S/ Valerie Kunzle
                                    --------------------------------------------
                                    Valerie Kunzle

                                    /S/ Adrian Kunzle
                                    --------------------------------------------
                                    Adrian Kunzle

                                    /S/ Keri Jackson
                                    --------------------------------------------
                                    Keri Jackson, as Trustee under the
                                    Alexandra Kunzle Trust Agreement dated
                                    April 13, 2000

INVESTORS:                          ST. PAUL VENTURE CAPITAL IV, LLC

                                    By:      /S/ Michael Gorman
                                       -----------------------------------------
                                       Its:  General Partner
                                           -------------------------------------



                                       17
<PAGE>


                                    ST. PAUL VENTURE CAPITAL V, LLC

                                    By:      /S/ Michael Gorman
                                       -----------------------------------------
                                       Its:  General Partner
                                           -------------------------------------

                                    ST. PAUL VENTURE CAPITAL
                                    AFFILIATES FUND I, LLC

                                    By:   St. Paul Venture Capital, Inc.
                                          Its: Manager
                                           -------------------------------------

                                    By:      /S/ Michael Gorman
                                       -----------------------------------------
                                       Its:  General Partner
                                           -------------------------------------

                                    H & Q ADAYTUM INVESTORS, L.P.

                                    By:      /S/ Jackie Berterretche
                                       -----------------------------------------
                                       Its:  Attorney-in-Fact
                                           -------------------------------------

                                    HAMBRECHT & QUIST CALIFORNIA

                                    By:      /S/ Thomas Szymoniak
                                       -----------------------------------------
                                       Its:  Attorney-in-Fact
                                           -------------------------------------

                                    HAMBRECHT & QUIST EMPLOYEE VENTURE FUND,
                                    L.P. II
                                    BY:     H&Q VENTURE MANAGEMENT L.L.C
                                            ITS:  GENERAL PARTNER

                                            By:      /S/ Thomas Szymoniak
                                               --------------------------------
                                               Its:  Attorney-in-Fact
                                                   ----------------------------

                                    HAMBRECHT & QUIST EMPLOYEE VENTURE FUND,
                                    L.P.
                                    BY:     H&Q VENTURE MANAGEMENT L.L.C
                                            ITS: GENERAL PARTNER

                                            By:      /S/ Thomas Szymoniak
                                               --------------------------------



                                       18
<PAGE>


                                                Its:  Attorney-in-Fact
                                                    ----------------------------

                                    3I GROUP PLC

                                    By:      /S/ Ian Lobley
                                       -----------------------------------------
                                       Its:  Director
                                           -------------------------------------

                                    D & W VENTURES I, LLC

                                    By:      /S/  William H. Hippee, Jr.
                                       -----------------------------------------
                                       Its:  Manager
                                           -------------------------------------

                                    ANDERSEN CONSULTING LLP

                                    By:      /S/  Dean A. Nichols
                                       -----------------------------------------
                                       Its:  Partner
                                           -------------------------------------





                (SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT)



                                       19
<PAGE>


                                   SCHEDULE 1
                                 LIST OF HOLDERS

St. Paul Venture Capital IV, LLC
c/o St. Paul Venture Capital, Inc.
10400 Viking Drive, Suite 550
Eden Prairie, MN   55344
Attn:    Michael Gorman

St. Paul Venture Capital V, LLC
c/o St. Paul Venture Capital, Inc.
10400 Viking Drive, Suite 550
Eden Prairie, MN   55344
Attn:    Michael Gorman

St. Paul Venture Capital Affiliate Fund I, LLC
c/o St. Paul Venture Capital, Inc.
10400 Viking Drive, Suite 550
Eden Prairie, MN   55344
Attn:    Michael Gorman

H & Q Adaytum Holders, LP
c/o Hambrecht & Quist
1 Bush Street
San Francisco, CA 94104
Attn:    Virginia Hull

Hambrecht & Quist California
c/o Hambrecht & Quist
1 Bush Street
San Francisco, CA 94104
Attn:    Virginia Hull

Hambrecht & Quist Employee Venture Fund, L.P.
c/o Hambrecht & Quist
1 Bush Street
San Francisco, CA 94104
Attn:    Virginia Hull

Hambrecht & Quist Employee Venture Fund, L.P. II
c/o Hambrecht & Quist
1 Bush Street
San Francisco, CA 94104
Attn:    Virginia Hull


                                       20
<PAGE>


3i Group plc
40 Queen Square
Bristol BS1 4LE
England
Attn:    Michael Robinson

D & W Ventures I, LLC
220 South Sixth Street
Minneapolis, MN 55402
Attn:    William H. Hippee, Jr.

Andersen Consulting LLP
One Market
Spear Street Tower
38th Floor
San Francisco, CA 94105
Attn:    Scott C. Killips

WITH COPIES (WHICH SHALL NOT CONSTITUTE EFFECTIVE NOTICE) TO:

         Andersen Consulting LLP
         1661 Page Mill Road
         Palo Alto, CA 94304
         Attn:  General Counsel

         Andersen Consulting LLP
         100 South Wacker Drive, Suite 600
         Chicago, Illinois 60606
         Attn:  Carlisle Kirkpatrick

Guy Haddleton
740 Mississippi River Boulevard
Apartment 22E
St. Paul, MN  55116-1069

George Kunzle
Suffolk Cottage
School Lane
Denmead
Waterlooville
Hants,  P07 6L6
ENGLAND

Valerie Kunzle
c/o George Kunzle
Suffolk Cottage
School Lane


                                       21
<PAGE>


Denmead
Waterlooville
Hants,  P07 6L6
ENGLAND

Adrian Kunzle
2200 Delaware Ave.
Wilmington, DE  19806

Keri Jackson, as Trustee
         under the Alexandra Kunzle
         Trust Agreement dated
         April 13, 2000
2200 Delaware Avenue
Wilmington, DE 19806

Ronald Howie
Holmhill
9 Greenfield Avenue
Alloway
Ayrshire KA7 4NW
ENGLAND


                                       22