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                                                                  EXHIBIT 10.38

                              EMPLOYMENT AGREEMENT

         This EMPLOYMENT AGREEMENT (this "Agreement"), dated as of July 31,
2000, between Adaytum, Inc. (the "Company"), a Delaware corporation, and
Susan Strother, (the "Employee"), a resident of Minnesota, provides as
follows:

         WHEREAS, the Employee currently is employed by the Company;

         WHEREAS, throughout her employment with the Company, the Employee has
made valuable contributions to the Company.

         WHEREAS, prior to the date of this Agreement, the Company has been a
closely held, privately owned corporation,

         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 Susan Strother.

         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      EMPLOYMENT: The Company continues to employ the Employee and
                  the Employee continues to work for the Company, subject to the
                  terms and conditions of this Agreement.

         2.2      EMPLOYEE'S QUALIFICATIONS AND REPRESENTATIONS: The Employee
                  warrants and confirms, as a condition of this Agreement and
                  her 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 she 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 she has disclosed
                  to the Company any obligations to third parties, including,
                  but not limited to, any former employer of Employee which may
                  limit her ability to enter into and/or perform this Agreement,
                  and that she has sought and received independent legal advice
                  that she will not breach any such obligation by entering into
                  or performing this Agreement.

         2.3      DUTIES: During her 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 her 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 her 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
                                    her 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 she 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 Two Hundred and Ten Thousand and No /100
                  Dollars ($210,000.00), which is the equivalent of Seventeen
                  Thousand and Five Hundred and No/100 Dollars ($17,500.00) 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.


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         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 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: At the sole discretion of the Board, in
                  addition to Employee's other renumeration hereunder, the
                  Employee may be entitled to participate in such Plans as the
                  Board shall from time to time establish.

         4.4      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). 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.


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                  (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.

         4.5      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.

         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.


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                  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.

                  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


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                                    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.

         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) if, following the change
                  in control, resulting in the Employee voluntarily terminating
                  her employment relationship within six (6) 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


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                                    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,

                           (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.


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         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 one (1) year of her base salary and benefits
                  (exclusive of any stock options). For each additional
                  twelve-month period the Employee works subsequent to the
                  execution of this Agreement, the Employee shall be entitled to
                  an additional month of severance compensation and benefits,
                  provided however, that the maximum period for which the
                  Employee may receive severance compensation and benefits shall
                  not exceed thirty-six (36) months.

         6.2      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 Paragraph 5.6 above, she shall be entitled to the same
                  severance benefits described in Paragraph 6.1 above. In
                  addition, all outstanding share options shall vest
                  immediately.

         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 one (1) year, 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


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                  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 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 she 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):


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                  (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;

                  (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


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                  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.

         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


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                           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 her 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 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 her alone
                  or jointly during the term of this Agreement whether or not
                  made during the course of her 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


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<PAGE>

                  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 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


                                       16
<PAGE>

                  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 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


                                       17
<PAGE>

                  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.

         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/ S.M. Strother                   By: /s/ Julie Buske
----------------------------           --------------------------------
Susan Strother                      Title: VP Human Resources
                                          -------------------------------
Address:                            Address:

4440 Edmund Blvd                    Suite 400
Minneapolis, MN 55406               2051 Killebrew Drive
                                    Minneapolis, MN 55425

Dated: July 20, 2000                Dated: July 20, 2000
            --                                  --


                                       18
<PAGE>

                                    EXHIBIT A
                                 SUSAN STROTHER

ANNUAL BONUS POTENTIAL:           $100,000

QUARTERLY BONUS POTENTIAL:          $25,000

QUARTERLY OBJECTIVES WILL BE ESTABLISHED THE BEGINNING OF EACH FISCAL QUARTER.
ACTUAL BONUS PAYMENT WILL BE A BASED ON ACHIEVEMENT AGAINST OBJECTIVES.


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