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March 1, 2000


Joan M. Wrabetz
2175 Tamarack Drive
Medina, MN 55356


Dear Joan:

On behalf of Tricord Systems, Inc., I am pleased to extend to you the following
offer to join the Tricord Team as President and Chief Operating Officer of the
Company. This offer letter is subject to your acceptance and approval by
Tricord's Board of Directors. This offer letter is not an employment contract,
and you will be deemed an at-will employee of Tricord.

Set forth below are the terms of your employment:

         1.   Your employment will commence on March 1, 2000. During your
              employment with the Company, you will make yourself available to
              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
              $200,000 per year. Tricord's pay periods are the 15th and the end
              of the month.

         3.   You will be granted, effective as of the date you commence
              employment, an incentive stock option (the "Plan Option") to
              purchase 500,000 shares (the "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. You should note, however, that
              the number of shares subject to the Plan Option that will actually
              qualify for incentive stock option tax treatment will be limited
              by the provisions of the Internal Revenue Code. The Plan 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 Plan Option will become exercisable in
              38 installments as follows: (i) 3% of the Plan Option Shares will
              become exercisable six months after the date of grant; (ii) 22% of
              the Plan Option Shares will become exercisable 12 months following
              the date of grant; and (iii) 75% of the Plan Option Shares will
              become exercisable in 36 equal monthly installments thereafter
              (i.e., approximately 2.083% of the Plan Option Shares for each
              full month of continuous service thereafter).

         4.   You will also be granted, effective as of the date you commence
              employment, a non-statutory stock option (the "Non-Plan Option")
              to purchase 200,000 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. The Non-Plan Option
              will become exercisable in six equal monthly installments
              commencing one month following the date of grant (i.e.,
              approximately 16.67% of the Non-Plan Option Shares).


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         5.   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.

         6.   If a Change in Control of the Company (as defined in the 1998
              Plan) occurs while you remain employed by the Company and prior to
              six months from the date you commence employment, you will receive
              a lump sum cash payment equal to 12 months of your then current
              base salary.

         7.   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 for
              any reason including death, disability or resignation by you (but
              not including termination by the Company for "cause," as such term
              is defined in the 1998 Plan) within 24 months following 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 their
              terms 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.

         8.   If your employment with the Company is terminated without "cause"
              (as such term is defined in the 1998 Plan), or you terminate your
              employment following a significant reduction in your
              responsibilities, you will receive the following: (i) a lump sum
              cash payment equal to 12 months of your then current base salary;
              (ii) acceleration of the exercisability of options that have been
              held at least six months from the date of grant and that would
              have become exercisable during the 12-month period following your
              termination; and (iii) a 90-day post termination period within
              which to exercise options that are exercisable as of your
              termination (including the options becoming exercisable pursuant
              to clause (ii) above).

         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 current 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.

Please indicate your acceptance of this offer by signing and returning this
letter to me. Your employment will be effective upon approval by the Board of
Directors.


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March 1, 2000
Joan M. Wrabetz
Page 3


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 Team.

Very truly yours,



/s/ John J. Mitcham
---------------------------------------
John J. Mitcham
Chairman and Co-Chief Executive Officer



ACCEPTED:


/s/ Joan M. Wrabetz
--------------------------------------
Joan M. Wrabetz

March 1, 2000



DATE OF BOARD APPROVAL:  March 1, 2000