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                                                                    Exhibit 10.2
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[Letterhead of Apertus Carleton Corporation]

January 12, 1998

Mr. Paul Fluckiger
12 Lincoln Lane
Sudbury, Massachusetts 01776

Dear Paul,

This letter will confirm the mutual resignation agreement that effectively
concludes your position as Chief Operations Officer for Apertus Technologies
Incorporated (Apertus Carleton) as well as, concludes your position as Director
on the Apertus Technologies Incorporated (Apertus Carleton) Board of Directors
effective January 16, 1998.  It is up to your discretion as to the time you
choose to spend in the office through January 16, 1998, and it will not be
necessary for you to attend the Board of Directors meeting on January 18, 1998.

The following terms and conditions are a reaffirmation of the prior terms and
conditions you and Apertus Technologies Incorporated (Apertus Carleton) mutually
agreed upon on October 30, 1997 and includes additional consideration not
previously stated in the original employment agreement.

As a result of the mutual agreement resignation between Apertus Technologies
Incorporated (Apertus Carleton) and yourself, the following will detail the
benefits and compensation relating to this action.

-    (Per your agreement dated October 30, 1997) Apertus Technologies
     Incorporated (Apertus Carleton) will pay you twelve months of base salary
     for the next twelve months through the company's bi-weekly payroll.

-    (Per your agreement dated October 30, 1997) You agree not to compete
     directly or indirectly with Apertus or Carleton or its successor company
     for period of two (2) years from the date of your resignation. In addition,
     for two (2) years subsequent to any termination of this agreement, you
     agree not to directly or indirectly solicit any employees of Apertus or
     Carleton and/or their successor company.

-    Your Group Health and Life insurance coverage will end February 1, 1998.
     However, you have the option to choose to continue your health insurance
     coverage at group rates. If you choose to continue coverage, Apertus
     Technologies Incorporated (Apertus Carleton) will pay your COBRA premiums
     through January 1999. Regarding your basic Life Insurance continuation
     coverage: Apertus Technologies Incorporated (Apertus Carleton) will pay the
     associated COBRA life insurance premium payments for one year at a benefit
     level of $400,000.00.

-    As your 401(K) balance exceeds $5,000.00, your account balance can remain
     in the Apertus Technologies Savings and Investment Plan 401(K). However,
     per ERISA regulations, as you are no longer a full-time employee, you will
     not be able to make contributions to the Plan. There are no administrative
     charges associated with 401(K) plan continuance that are the responsibility
     of current or former employees.

-    Your loan balance of $4,547.96 will be forgiven and you will receive an
     additional $5,000.00 for miscellaneous expenses that you may have incurred
     as a result of relocation activity. Any future or current expense reports
     that have not been paid will be processed per expense report policy after
     C.E.O. approval.
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-    Your current office phone number will be available to you over the next 60
     days and the existing Apertus Technologies Incorporated (Apertus Carleton)
     personal computer that you are using in your home will become your
     property. The personal computer in your office along with your office
     furniture will be made available to you for personal use in your home. If
     you elect to use these items in your home, they will become your personal
     property.

In return for these extended considerations, you agree to the additional
following considerations:

-    Provide consulting services to the Company from time to time as
     mutually agreed over the next (12) months.

-    Affirm your support of Apertus Carleton's direction, priorities and
     organization to employees, customers/prospects and other organizations
     influencing the data warehousing market.

-    Agree to keep confidential the terms and conditions of this agreement
     and any corporate information that is proprietary.

APERTUS TECHNOLOGIES INCORPORATED (APERTUS CARLETON)


   /s/ Robert D. Gordon
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Robert D. Gordon
Chairman, C.E.O. & President


AGREED TO AND ACCEPTED BY:

   /s/ Paul Fluckiger
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Paul Fluckiger

    1/22/98
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Date