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                                                                   EXHIBIT 10.21



September 24, 2001


Keith Thorndyke
5609 Hillside Ct.
Minneapolis, MN 55439-1219

Dear Keith:

On behalf of Tricord Systems, Inc., I am pleased to extend to you the following
offer of the position of Chief Operating Officer of the Company. This is an
exempt position. This offer letter is not an employment contract, and you will
be deemed an at-will employee of Tricord. This offer letter is subject to your
acceptance and approval by Tricord's Board of Directors. Set forth below are the
terms of your employment:

      1.    Your job responsibilities will commence on October 1, 2001. You will
            report directly to the Chief Executive Officer. You will perform
            such duties, consistent with your other business and employment
            activities, as may be agreed to by the Chief Executive Officer of
            the Company and you.

      2.    Your base salary in connection with such employment will be $175,000
            per year in 2001. Tricord's pay periods are the 15th and the end of
            the month. You will be eligible for an annual bonus subject to
            performance objectives to be set by the Chief Executive Officer. In
            year 2001, your bonus will be up to 30% of your base salary. In
            subsequent years, your bonus will be set no later than January 31st
            of that year by the Chief Executive Officer. Your bonus will be paid
            no later than 45 days after the end of each calendar year.

      3.    You will be paid a signing bonus of $25,000 as of the date you
            commence employment. This bonus must be repaid on a pro rata basis
            if you voluntarily leave the Company prior to December 31, 2001.

      4.    You will be granted, effective as of the date you commence
            employment, an incentive stock option (the "Option") to purchase
            250,000 shares (the "Option Shares") of the Company's common stock
            at an exercise price equal to the closing bid price of the common
            stock on the first trading day prior to the date you commence
            employment. You should note, however, that the number of shares
            subject to the Option that will actually qualify for incentive stock
            option tax treatment will be limited by the provisions of the
            Internal Revenue Code. The Option will be granted under the terms of
            the Company's 1998 Stock Incentive Plan (the "1998 Plan") and the
            standard form of option agreement thereunder. The Option will become
            exercisable in 37 installments as follows: (i) 25% of the Option
            Shares will become exercisable 12 months after the date of grant;
            and (ii) 75% of the Option Shares will become exercisable in 36
            equal monthly installments thereafter (i.e., approximately 2.083% of
            the Option Shares for each full month of continuous service
            thereafter).

      5.    In addition you will be granted, effective as of the date you
            commence employment, a non-statutory stock option (the "Non-Plan
            Option") to purchase 250,000 shares (the "Non-Plan Option Shares")
            of the Company's common stock at an exercise price equal to the
            closing bid price of the common stock on the first trading day prior
            to the date you commence employment. The Non-Plan Option will be
            granted outside of the Company's 1998 Plan.
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            The Non-Plan Option will become exercisable in 37 installments as
            follows: (i) 25% of the Option Shares will become exercisable 12
            months after the date of grant; and (ii) 75% of the Option Shares
            will become exercisable in 36 equal monthly installments thereafter
            (i.e., approximately 2.083% of the Option Shares for each full month
            of continuous service thereafter).

      6.    Pursuant to authority granted under Section 13.3 of the 1998 Plan
            and the proviso at the end of Section 13.5 of the 1998 Plan, in the
            event that your employment with the Company is terminated within 24
            months following a Change in Control of the Company as a result of
            death, disability, termination by the Company without "cause" (as
            defined in the 1998 Plan) or resignation by you for "good reason"
            (which is defined as a significant reduction of your
            responsibilities, a reduction in your base salary or requiring you
            to be based more than 30 miles from where your office is located
            prior to a Change in Control of the Company), (i) your Plan Option
            (to the extent held at least six months from the date of grant) and
            Non-Plan Option will become immediately exercisable in full as of
            such termination and will remain exercisable for the remainder of
            its term and (ii) the limitation on such acceleration of
            exercisability set forth in Section 13.5 of the 1998 Plan will only
            be applied to the extent that the application of such limitation
            would result in the receipt by you, on an after-tax basis, of a
            greater amount than if such limitation had not been applied.

      7.    If your employment with the Company is terminated without "cause"
            (as such term is defined in the 1998 Plan), you will receive the
            following, subject to signing a release from the Company: (i) a lump
            sum cash payment equal to twelve months of your then current base
            salary; and (ii) a 90-day termination period within which to
            exercise options that are exercisable as of your termination.

      8.    You agree to execute prior to commencing employment the Company's
            standard form of nondisclosure/confidentiality agreement and to
            abide by the terms of such agreement.

      9.    You represent that neither commencing employment with the Company
            nor performing your duties on behalf of the Company will conflict
            with, constitute a breach under, or give any third party rights to
            Company intellectual property pursuant to, any agreement, contract
            or other arrangement to which you are subject.

      10.   You agree that at no time will you use any trade secrets or other
            intellectual property of your previous employer or any other third
            party while performing your duties for the Company.

As an employee, you will have the opportunity to participate in the Tricord
Employee Benefit Package, subject to eligibility requirements of the various
plans.
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Please indicate your acceptance of this offer by signing and returning this
letter to me. Your stock options will be effective contingent upon approval by
the Board of Directors.

I am confident that you will make a significant contribution to the success and
growth of Tricord, and we are looking forward to having you on the Tricord
Executive Team.

Very truly yours,

/s/ Joan M. Wrabetz
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Joan M. Wrabetz


President and CEO





ACCEPTANCE:

/s/ Keith Thorndyke
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Keith Thorndyke

September 24, 2001




DATE OF BOARD APPROVAL:  October 1, 2001