<PAGE>



September 13, 1996



     The Board considers the establishment and maintenance of a sound and vital
management to be essential to protecting and enhancing the best interests of the
Company and its stockholders. In this connection, the Board recognizes that the
possibility of a Change in Control may arise and that such possibility and the
uncertainty and questions which it may raise among management may result in the
departure or distraction of management personnel to the detriment of the Company
and its stockholders.

     Accordingly, the Board has determined that appropriate steps should be
taken to minimize the risk that Company management will depart prior to a Change
in Control, thereby leaving the Company without adequate management personnel
during such a critical period, and to reinforce and encourage the continued
attention and dedication of members of the Company's management to their
assigned duties without distraction in circumstances arising from the
possibility of a Change in Control. In particular, the Board believes it
important, should the Company or its stockholders receive a proposal for
transfer of control, that you be able to continue your management
responsibilities without being influenced by the uncertainties of your own
personal situation.

     The Board recognizes that continuance of your position with the Company
involves a substantial commitment to the Company in terms of your personal life
and professional career and the possibility of foregoing present and future
career opportunities, for which the Company receives substantial benefits.
Therefore, to induce you to remain in the employ of the Company, this Agreement,
which has been approved by the Board, sets forth the benefits which the Company
agrees will be provided to you in the event your employment with the Company is
terminated in connection with a Change in Control under the circumstances
described below.

1.   DEFINITIONS.  The following terms will have the meaning set forth below
unless the context clearly requires otherwise. Terms defined elsewhere in this
Agreement will have the same meaning throughout this Agreement.

     (a)  "AFFILIATE" means (i) any corporation at least a majority of whose
     outstanding securities ordinarily having the right to vote at elections of
     directors is owned directly or indirectly by the Parent Corporation or (ii)
     any other form of business entity in which the Parent Corporation, by
     virtue of a direct or indirect ownership interest, has the right to elect a
     majority of the members of such entity's governing body.

     (b)  "AGREEMENT" means this letter agreement as amended, extended or
     renewed from time to time in accordance with its terms.

     (c)  "BASE PAY" means your annual base salary from the Company at the rate
     in effect immediately prior to a Change in Control or at the time Notice of
     Termination is given,

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September 13, 1996
Page 2

     whichever is greater.  Base Pay includes only regular cash salary and is
     determined before any reduction for deferrals pursuant to any nonqualified
     deferred compensation plan or arrangement, qualified cash or deferred
     arrangement or cafeteria plan.

     (d)  "BENEFIT PLAN" means any

          (i)  employee benefit plan as defined in Section 3(3) of the Employee
          Retirement Income Security Act of 1974, as amended,

          (ii) cafeteria plan described in Code Section 125,

          (iii)     plan, policy or practice providing for paid vacation, other
          paid time off or short- or long-term profit sharing, bonus or
          incentive payments, or

          (iv) stock option, stock purchase, restricted stock, phantom stock,
          stock appreciation right or other equity-based compensation plan that
          is sponsored, maintained or contributed to by the Company for the
          benefit of employees (and/or their families and dependents) generally
          or you (and/or your family and dependents) in particular.



     (e)  "BOARD" means the board of directors of the Parent Corporation duly
     qualified and acting at the time in question.  On and after the date of a
     Change in Control, any duty of the Board in connection with this Agreement
     is nondelegable and any attempt by the Board to delegate any such duty is
     ineffective.

     (f)  "CAUSE" means: (i) your gross misconduct; (ii) your willful and
     continued failure to perform substantially your duties with the Company
     (other than a failure resulting from your incapacity due to bodily injury
     or physical or mental illness) after a demand for substantial performance
     is delivered to you by the chair of the Board which specifically identifies
     the manner in which you have not substantially performed your duties and
     provides for a reasonable period of time within which you may take
     corrective measures; or (iii) your conviction (including a plea of nolo
     contendere) of willfully engaging in illegal conduct constituting a felony
     or gross misdemeanor under federal or state law which is materially and
     demonstrably injurious to the Company or which impairs your ability to
     perform substantially your duties for the Company.  An act or failure to
     act will be considered "gross" or "willful" for this purpose only if done,
     or omitted to be done, by you in bad faith and without reasonable belief
     that it was in, or not opposed to, the best interests of the Company. Any
     act, or failure to act, based upon authority given pursuant to a resolution
     duly adopted by the Company's board of directors (or a committee thereof)
     or based upon the advice of counsel for the Company will be conclusively
     presumed to be done, or omitted to be done, by you in good faith and in the
     best interests of the Company. Notwithstanding the foregoing, you may not
     be terminated for Cause unless and until there has been delivered to you a
     copy of a resolution duly adopted by the affirmative vote of not less than
     a majority of the entire membership of the Board at a meeting of the Board
     called and held for the purpose (after reasonable notice to you and an
     opportunity for you, together with your counsel, to be heard before the
     Board), finding that in the good faith opinion of the Board you were guilty
     of the conduct set forth above in clauses (i), (ii) or (iii) of this
     definition and specifying the particulars thereof in detail.

<PAGE>

September 13, 1996
Page 3

     (g)  "CHANGE IN CONTROL" means any of the following:  (i) the sale, lease,
     exchange or other transfer, directly or indirectly, of all or substantially
     all of the assets of the Parent Corporation, in one transaction or in a
     series of related transactions, to any Person; (ii) the approval by the
     stockholders of the Parent Corporation of any plan or proposal for the
     liquidation or dissolution of the Parent Corporation; (iii) any Person,
     other than a "bona fide underwriter," is or becomes the "beneficial owner"
     (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
     of (a) 20 percent or more, but not more than 50 percent, of the combined
     voting power of the Parent Corporation's outstanding securities ordinarily
     having the right to vote at elections of directors, unless the transaction
     resulting in such ownership has been approved in advance by the "continuity
     directors" or (b) more than 50 percent of the combined voting power of the
     Parent Corporation's outstanding securities ordinarily having the right to
     vote at elections of directors (regardless of any approval by the
     continuity directors); (iv) a merger or consolidation to which the Parent
     Corporation is a party if the stockholders of the Parent Corporation
     immediately prior to the effective date of such merger or consolidation
     have, solely on account of ownership of securities of the Parent
     Corporation at such time, "beneficial ownership" (as defined in Rule 13d-3
     under the Exchange Act) immediately following the effective date of such
     merger or consolidation of securities of the surviving company representing
     (a) 50 percent or more, but less than 80 percent, of the combined voting
     power of the surviving corporation's then outstanding securities ordinarily
     having the right to vote at elections of directors, unless such merger or
     consolidation has been approved in advance by the continuity directors, or
     (b) less than 50 percent of the combined voting power of the surviving
     corporation's then outstanding securities ordinarily having the right to
     vote at elections of directors (regardless of any approval by the
     continuity directors); (v) the continuity directors cease for any reason to
     constitute at least a majority the Board; or (vi) a change in control of a
     nature that is determined by outside legal counsel to the Parent
     Corporation, in a written opinion specifically referencing this provision
     of the Agreement, to be required to be reported (assuming such event has
     not been "previously reported") pursuant to Section 13 or 15(d) of the
     Exchange Act, whether or not the Parent Corporation is then subject to such
     reporting requirement, as of the effective date of such change in control.

     For purposes of this Section 1(g), a "continuity director" means any
     individual who is a member of the Board on June 30, 1996, while he or she
     is a member of the Board, and any individual who subsequently becomes a
     member of the Board whose election or nomination for election by the Parent
     Corporation's stockholders was approved by a vote of at least a majority of
     the directors who are continuity directors (either by a specific vote or by
     approval of the proxy statement of the Parent Corporation in which such
     individual is named as a nominee for director without objection to such
     nomination).  For purposes of this Section 1(g), a "bona fide underwriter"
     means a Person engaged in business as an underwriter of securities that
     acquires securities of the Parent Corporation through such Person's
     participation in good faith in a firm commitment underwriting until the
     expiration of 40 days after the date of such acquisition.



     (h)  "CODE" means the Internal Revenue Code of 1986, as amended.  Any
     reference to a specific provision of the Code includes a reference to such
     provision as it may be amended from time to time and to any successor
     provision.

     (i)  "COMPANY" means the Parent Corporation, any Successor and any
     Affiliate.

<PAGE>

September 13, 1996
Page 4

     (j)  "DATE OF TERMINATION" following a Change in Control (or prior to a
     Change in Control if your termination was either a condition of the Change
     in Control or was at the request or insistence of any Person related to the
     Change in Control) means: (i) if your employment is to be terminated by you
     for Good Reason, the date specified in the Notice of Termination which in
     no event may be a date more than 15 days after the date on which Notice of
     Termination is given unless the Company agrees in writing to a later date;
     (ii) if your employment is to be terminated by the Company for Cause, the
     date specified in the Notice of Termination; (iii) if your employment is
     terminated by reason of your death, the date of your death; or (iv) if your
     employment is to be terminated by the Company for any reason other than
     Cause or your death, the date specified in the Notice of Termination, which
     in no event may be a date earlier than 15 days after the date on which a
     Notice of Termination is given, unless you expressly agree in writing to an
     earlier date.  In the case of termination by the Company of your employment
     for Cause, if you have not previously expressly agreed in writing to the
     termination, then within the 30-day period after your receipt of the Notice
     of Termination, you may notify the Company that a dispute exists concerning
     the termination, in which event the Date of Termination will be the date
     set either by mutual written agreement of the parties or by the judge or
     arbitrators in a proceeding as provided in Section 11 of this Agreement.
     During the pendency of any such dispute, you will continue to make yourself
     available to provide services to the Company and the Company will continue
     to pay you your full compensation and benefits in effect immediately prior
     to the date on which the Notice of Termination is given (without regard to
     any changes to such compensation or benefits which constitute Good Reason)
     and until the dispute is resolved in accordance with Section 11 of this
     Agreement.  You will be entitled to retain the full amount of any such
     compensation and benefits without regard to the resolution of the dispute
     unless the judge or arbitrators decide(s) that your claim of a dispute was
     frivolous or advanced by you in bad faith.

     (k)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.
     Any reference to a specific provision of the Exchange Act or to any rule or
     regulation thereunder includes a reference to such provision as it may be
     amended from time to time and to any successor provision.

     (l)  "GOOD REASON" means:

          (i)  a change in your status, position(s), duties or responsibilities
          as an executive of the Company as in effect immediately prior to the
          Change in Control which, in your reasonable judgment, is adverse
          (other than, if applicable, any such change directly attributable to
          the fact that the Parent Corporation is no longer publicly owned);
          provided, however, that Good Reason does not include a change in your
          status, position(s), duties or responsibilities caused by an
          insubstantial and inadvertent action that is remedied by the Company
          promptly after receipt of notice of such change is given by you;

          (ii) a reduction by the Company in your Base Pay, or an adverse change
          in the form or timing of the payment thereof, as in effect immediately
          prior to the Change in Control or as thereafter increased;

          (iii) the failure by the Company to cover you under Benefit Plans
          that, in the aggregate, provide substantially similar benefits to you
          and/or your family and

<PAGE>

September 13, 1996
Page 5

          dependents at a substantially similar total cost to you (e.g.,
          premiums, deductibles, co-pays, out of pocket maximums, required
          contributions and the like) relative to the benefits and total
          costs under the Benefit Plans in which you (and/or your family
          or dependents) were participating at any time during the
          90-day period immediately preceding the Change in Control;

          (iv) the Company's requiring you to be based more than 30 miles from
          where your office is located immediately prior to the Change in
          Control, except for required travel on the Company's business, and
          then only to the extent substantially consistent with the business
          travel obligations which you undertook on behalf of the Company during
          the 90-day period immediately preceding the Change in Control (without
          regard to travel related to or in anticipation of the Change in
          Control);

          (v)  the failure by the Company to obtain from any Successor the
          assent to this Agreement contemplated by Section 5 of this Agreement;

          (vi) any purported termination by the Company of your employment which
          is not properly effected pursuant to a Notice of Termination and
          pursuant to any other requirements of this Agreement, and, for
          purposes of this Agreement, no such purported termination will be
          effective; or

          (vii) any refusal by the Company to continue to allow you to
          attend to matters or engage in activities not directly related to the
          business of the Company which, at any time prior to the Change in
          Control, you were not expressly prohibited in writing by the Board
          from attending to or engaging in.

          Your continued employment does not constitute consent to, or waiver of
     any rights arising in connection with, any circumstances constituting Good
     Reason.  Your termination of employment for Good Reason as defined in this
     Section 1(m) will constitute Good Reason for all purposes of this Agreement
     notwithstanding that you may also thereby be deemed to have retired under
     any applicable retirement programs of the Company.



     (m)  "NOTICE OF TERMINATION" means a written notice given on or after the
     date of a Change in Control (unless your termination before the date of the
     Change in Control was either a condition of the Change in Control or was at
     the request or insistence of any Person related to the Change in Control)
     which indicates the specific termination provision in this Agreement
     pursuant to which the notice is given. Any purported termination by the
     Company or by you for Good Reason on or after the date of a Change in
     Control (or before the date of a Change in Control if your termination was
     either a condition of the Change in Control or was at the request or
     insistence of any Person related to the Change in Control) must be
     communicated by written Notice of Termination to be effective; provided,
     that your failure to provide Notice of Termination will not limit any of
     your rights under this Agreement except to the extent the Company
     demonstrates that it suffered material actual damages by reason of such
     failure.

     (n)  "PARENT CORPORATION" means Tricord Systems, Inc. and any Successor.

     (o)  "PERSON" means any individual, corporation, partnership, group,
     association or other "person," as such term is used in Section 14(d) of the
     Exchange Act, other than the Parent

<PAGE>

September 13, 1996
Page 6

     Corporation, any Affiliate or any benefit plan(s) sponsored by the Parent
     Corporation or an Affiliate.

     (p)  "SUCCESSOR" means any Person that succeeds to, or has the practical
     ability to control (either immediately or solely with the passage of time),
     the Parent Corporation's business directly, by merger, consolidation or
     other form of business combination, or indirectly, by purchase of the
     Parent Corporation's outstanding securities ordinarily having the right to
     vote at the election of directors or all or substantially all of its assets
     or otherwise.

     (q)  "TARGET INCENTIVE COMPENSATION" means your targeted incentive
     compensation from the Company at the rate in effect immediately prior to a
     Change in Control or at the time Notice of Termination is given, whichever
     is greater. Target Incentive Compensation is determined before any
     reduction for deferrals pursuant to any nonqualified deferred compensation
     plan or arrangement, qualified cash or deferred arrangement or cafeteria
     plan.

2.   TERM OF AGREEMENT.  This Agreement is effective immediately and will
continue in effect until January 1, 1998; provided, however, that commencing on
January 1, 1998 and each January 1 thereafter, the term of this Agreement will
automatically be extended for 12 additional months beyond the expiration date
otherwise then in effect, unless at least 90 calendar days prior to any such
January 1, the Company or you has given notice that this Agreement will not be
extended; and, provided, further, that if a Change in Control has occurred
during the term of this Agreement, this Agreement will continue in effect beyond
the termination date then in effect for a period of 12 months following the
month during which the Change in Control occurs or, if later, until the date on
which the Company's obligations to you arising under or in connection with this
Agreement have been satisfied in full.

3.   BENEFITS UPON A CHANGE IN CONTROL TERMINATION.  You will become entitled to
the benefits described in this Section 3 if and only if (a) the Company
terminates your employment for any reason other than your death or Cause, or you
terminate your employment with the Company for Good Reason and (b) the
termination occurs either within the period beginning on the date of a Change in
Control and ending on the last day of the 12th month that begins after the month
during which the Change in Control occurs or prior to a Change in Control if
your termination was either a condition of the Change in Control or was at the
request or insistence of a Person related to the Change in Control.

     (a)  CASH PAYMENT.  Within 10 business days following the Date of
     Termination, or, if later, within 10 business days following the date of
     the Change in Control, the Company will make a lump-sum cash payment to you
     in an amount equal to the sum of (i) one and one-half times your Base Pay
     plus (ii) one and one-half times your Target Incentive Compensation for the
     fiscal year during which the Date of Termination occurs.

     (b)  GROUP HEALTH PLANS.  During the continuation period, the Company will
     maintain a group health plan(s) which by its terms covers you (and your
     family members and dependents who were eligible to be covered at any time
     during the 90-day period immediately prior to the date of a Change in
     Control for the period after the Change in Control in which such family
     members and dependents would otherwise continue to be covered under the
     terms of the plan in effect immediately prior to the Change in Control)
     under the same terms and at the same cost to you and your family members
     and dependents as similarly situated individuals who continue to be
     employed by the Company (without regard to any reduction in such benefits
     that constitutes Good Reason).  The continuation period under applicable
     federal and state continuation laws will

<PAGE>

September 13, 1996
Page 7

     begin to run from the date on which coverage pursuant to this Section 3(b)
     ends.  The "continuation period" is the period beginning on your Date of
     Termination and ending on the earlier of (i) the last day of the 12th
     month that begins after your Date of Termination or (ii) the date after
     your Date of Termination on which you first become eligible to participate
     as an employee in a plan of another employer providing group health
     benefits to you and your eligible family members and dependents which
     plan does not contain any exclusion or limitation with respect to any
     pre-existing condition of you or any eligible family member or dependent
     who would otherwise be covered under the Company's plan but for this
     clause (ii).  To the extent you incur a tax liability (including federal,
     state and local taxes and any interest and penalties with respect thereto)
     in connection with a benefit provided pursuant to this Section 3(b) which
     you would not have incurred had you been an active employee of the
     Company participating in the Company's group health plan, the Company
     will make a payment to you in an amount equal to such tax liability plus
     an additional amount sufficient to permit you to retain a net amount
     after all taxes (including penalties and interest) equal to the initial
     tax liability in connection with the benefit.  For purposes of applying
     the foregoing, your tax rate will be deemed to be the highest statutory
     marginal state and federal tax rate (on a combined basis) then in effect.
     The payment pursuant to this Section 3(b) will be made within 10 days
     after your remittal of a written request therefor accompanied by a
     statement indicating the basis for and amount of the liability.

     (c)  GROSS-UP PAYMENTS.  Following a Change in Control, the Company will
     cause its independent auditors promptly to review, at the Company's sole
     expense, the applicability of Code Section 4999 to any payment or
     distribution of any type by the Company to or for your benefit, whether
     paid or payable or distributed or distributable pursuant to the terms of
     this Agreement, any Benefit Plan or otherwise (the "Total Payments").  If
     the auditor determines that the Total Payments result in an excise tax
     imposed by Code Section 4999 or any comparable state or local law, or any
     interest or penalties with respect to such excise tax (such excise tax,
     together with any such interest and penalties, are collectively referred to
     as the "Excise Tax"), the Company will make an additional cash payment (a
     "Gross-Up Payment") to you within 10 days after such determination equal to
     an amount such that after payment by you of all taxes (including any
     interest or penalties imposed with respect to such taxes), including any
     Excise Tax, imposed upon the Gross-Up Payment, you would retain an amount
     of the Gross-Up Payment equal to the Excise Tax imposed upon the Total
     Payments.  For purposes of the foregoing determination, your tax rate will
     be deemed to be the highest statutory marginal state and federal tax rate
     (on a combined basis) then in effect.  If no determination by the Company's
     auditors is made prior to the time you are required to file a tax return
     reflecting the Total Payments, you will be entitled to receive from the
     Company a Gross-Up Payment calculated on the basis of the Excise Tax you
     reported in such tax return, within 10 days after the later of the date on
     which you file such tax return or the date on which you provide a copy
     thereof to the Company.  In all events, if any tax authority determines
     that a greater Excise Tax should be imposed upon the Total Payments than is
     determined by the Company's independent auditors or reflected in your tax
     return pursuant to this Section 3(c), you will be entitled to receive from
     the Company the full Gross-Up Payment calculated on the basis of the amount
     of Excise Tax determined to be payable by such tax authority within 10 days
     after you notify the Company of such determination.

     (d)  OUT PLACEMENT ASSISTANCE.  The Company will pay up to five percent of
     your Base Pay for out placement counseling to you.  Such payments will be
     made either directly to the


<PAGE>

September 13, 1996
Page 8

     counselor or to you within 10 days after presentation of an invoice for
     services rendered or to be rendered.

If, on or after the date of a Change in Control, an Affiliate is sold,
merged, transferred or in any other manner or for any other reason ceases to be
an Affiliate or all or any portion of the business or assets of an Affiliate are
sold, transferred or otherwise disposed of and the acquiror is not the Parent
Corporation or an Affiliate (a "Disposition"), and you remain or become employed
by the acquiror or an affiliate of the acquiror (as defined in this Agreement
but substituting "acquiror" for "Parent Corporation") in connection with the
Disposition, you will be deemed to have terminated employment on the effective
date of the Disposition for purposes of this Section 3 unless (x) the acquiror
and its affiliates jointly and severally expressly assume and agree, in a manner
that is enforceable by you, to perform the obligations of this Agreement to the
same extent that the Company would be required to perform if the Disposition had
not occurred and (y) the Successor guarantees, in a manner that is enforceable
by you, payment and performance by the acquiror.

4.   INDEMNIFICATION. Following a Change in Control, the Company will indemnify
and advance expenses to you to the full extent permitted by law for damages,
costs and expenses (including, without limitation, judgments, fines, penalties,
settlements and reasonable fees and expenses of your counsel) incurred in
connection with all matters, events and transactions relating to your service to
or status with the Company or any other corporation, employee benefit plan or
other entity with whom you served at the request of the Company.

5.   SUCCESSORS.  The Parent Corporation will seek to have any Successor, by
agreement in form and substance satisfactory to you, assent to the fulfillment
by the Company of the Company's obligations under this Agreement. Failure of the
Parent Corporation to obtain such assent at least three business days prior to
the time a Person becomes a Successor (or where the Parent Corporation does not
have at least three business days' advance notice that a Person may become a
Successor, within one business day after having notice that such Person may
become or has become a Successor) will constitute Good Reason for termination by
you of your employment.  The date on which any such succession becomes effective
will be deemed the Date of Termination, and Notice of Termination will be deemed
to have been given on that date.  A Successor has no rights, authority or power
with respect to this Agreement prior to a Change in Control.

6.   BINDING AGREEMENT.  This Agreement inures to the benefit of, and is
enforceable by, you, your personal and legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If you
die while any amount would still be payable to you under this Agreement if you
had continued to live, all such amounts, unless otherwise provided in this
Agreement, will be paid in accordance with the terms of this Agreement to your
devisee, legatee or other designee or, if there be no such designee, to your
estate.

7.   NO MITIGATION.  You will not be required to mitigate the amount of any
benefits the Company becomes obligated to provide to you in connection with this
Agreement by seeking other employment or otherwise. The benefits to be provided
to you in connection with this Agreement may not be reduced, offset or subject
to recovery by the Company by any benefits you may receive from other employment
or otherwise.

8.   NO SETOFF.  The Company has no right to setoff benefits owed to you under
this Agreement against amounts owed or claimed to be owed by you to the Company
under this Agreement or otherwise.

<PAGE>

September 13, 1996
Page 9

9.   TAXES.  All benefits to be provided to you in connection with this
Agreement will be subject to required withholding of federal, state and local
income, excise and employment-related taxes.

9.   NOTICES.  For the purposes of this Agreement, notices and all other
communications provided for in, or required under, this Agreement must be in
writing and will be deemed to have been duly given when personally delivered or
when mailed by United States registered or certified mail, return receipt
requested, postage prepaid and addressed to each party's respective address set
forth on the first page of this Agreement (provided that all notices to the
Company must be directed to the attention of the chair of the Board), or to such
other address as either party may have furnished to the other in writing in
accordance with these provisions, except that notice of change of address will
be effective only upon receipt.

11.  DISPUTES.  If you so elect, any dispute, controversy or claim arising under
or in connection with this Agreement will be settled exclusively by binding
arbitration administered by the American Arbitration Association in Minneapolis,
Minnesota in accordance with the Commercial Arbitration Rules of the American
Arbitration Association then in effect.  Judgment may be entered on the
arbitrator's award in any court having jurisdiction; provided, that you may seek
specific performance of your right to receive benefits until the Date of
Termination during the pendency of any dispute or controversy arising under or
in connection with this Agreement.  If any dispute, controversy or claim for
damages arising under or in connection with this Agreement is settled by
arbitration, the Company will pay, or if elected by you, reimburse, all fees,
costs and expenses incurred by you related to such arbitration.  If you do not
elect arbitration, you may pursue all available legal remedies.  The Company
will pay, or if elected by you, reimburse you for, all fees, costs and expenses
incurred by you in connection with any actual, threatened or contemplated
litigation relating to this Agreement to which you are or reasonably expect to
become a party, whether or not initiated by you, if you are successful in
recovering any benefit under this Agreement as a result of such action.  The
parties agree that any litigation arising under or in connection with this
Agreement must be brought in a court of competent jurisdiction in the State of
Minnesota, and hereby consent to the exclusive jurisdiction of said courts for
this purpose and agree not to assert that such courts are an inconvenient forum.
The Company will not assert in any dispute or controversy with you arising under
or in connection with this Agreement your failure to exhaust administrative
remedies.

12.  RELATED AGREEMENTS.  To the extent that any provision of any other Benefit
Plan or agreement between the Company and you limits, qualifies or is
inconsistent with any provision of this Agreement, then for purposes of this
Agreement, while such other Benefit Plan or agreement remains in force, the
provision of this Agreement will control and such provision of such other
Benefit Plan or agreement will be deemed to have been superseded, and to be of
no force or effect, as if such other agreement had been formally amended to the
extent necessary to accomplish such purpose. Nothing in this Agreement prevents
or limits your continuing or future participation in any Benefit Plan provided
by the Company and for which you may qualify, and nothing in this Agreement
limits or otherwise affects the rights you may have under any Benefit Plans or
other agreements with the Company. Amounts which are vested benefits or which
you are otherwise entitled to receive under any Benefit Plan or other agreement
with the Company at or subsequent to the Date of Termination will be payable in
accordance with such Benefit Plan or other agreement.

13.  NO EMPLOYMENT OR SERVICE CONTRACT.  Nothing in this Agreement is intended
to provide you with any right to continue in the employ of the Company for any
period of specific duration or interfere with or otherwise restrict in any way
your rights or the rights of the Company, which rights are hereby

<PAGE>

September 13, 1996
Page 10

expressly reserved by each, to terminate your employment at any time for any
reason or no reason whatsoever, with or without cause.

14.  CHANGE OF AFFILIATE STATUS.  This Agreement will become null and void if,
prior to a Change in Control: (a) an Affiliate is sold, merged, transferred or
in any other manner or for any other reason ceases to be an Affiliate or all or
any portion of the business or assets of an Affiliate or sold, transferred or
otherwise disposed of and no Change in Control occurs in connection therewith;
(b) your primary employment duties are with the Affiliate at the time of the
occurrence of such event; and (c) you do not, in conjunction therewith, transfer
employment directly to the Company.

15.  FUNDING AND PAYMENT.  Benefits payable under this Agreement will be paid
only from the general assets of the Company.  No person has any right to or
interest in any specific assets of the Company by reason of this Agreement.  To
the extent benefits under this Agreement are not paid when due to any
individual, he or she is a general unsecured creditor of the Company with
respect to any amounts due.

     The Company with whom you were employed immediately before your Date of
Termination has primary responsibility for benefits to which you or any other
person are entitled pursuant to this Agreement but to the extent such Company is
unable or unwilling to provide such benefits, the Parent Corporation and each
other Affiliate are jointly and severally responsible therefor to the extent
permitted by applicable law.  If you were simultaneously employed by more than
one Company immediately before your Date of Termination, each such Company has
primary responsibility for a portion of the benefits to which you or any other
person are entitled pursuant to this Agreement that bears the same ratio to the
total benefits to which you or such other person are entitled pursuant to this
Agreement as your Base Pay from the Company immediately before your Date of
Termination bears to your aggregate Base Pay from all such Companies.



16.  SURVIVAL.  The respective obligations of, and benefits afforded to, the
Company and you which by their express terms or clear intent survive termination
of your employment with the Company or termination of this Agreement, as the
case may be, will survive termination of your employment with the Company or
termination of this Agreement, as the case may be, and will remain in full force
and effect according to their terms.

17.  MISCELLANEOUS.  No provision of this Agreement may be modified, waived or
discharged unless such modification, waiver or discharge is agreed to in a
writing signed by you and the chair of the Board. No waiver by any party to this
Agreement at any time of any breach by another party to this Agreement of, or of
compliance with, any condition or provision of this Agreement to be performed by
such party will be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.  No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter to this Agreement have been made by any party which are not
expressly set forth in this Agreement. This Agreement and the legal relations
among the parties as to all matters, including, without limitation, matters of
validity, interpretation, construction, performance and remedies, will be
governed by and construed exclusively in accordance with the internal laws of
the State of Minnesota (without regard to the conflict of laws principles of any
jurisdiction).  Headings are for purposes of convenience only and do not
constitute a part of this Agreement. The parties to this Agreement agree to
perform, or cause to be performed, such further acts and deeds and to execute
and deliver or cause to be executed and delivered, such additional or
supplemental documents or instruments as may be reasonably required by the other
party to carry into effect the intent and purpose of this Agreement. The
invalidity or unenforceability of all or any part of any provision of this
Agreement will not affect the validity or

<PAGE>

September 13, 1996
Page 11

enforceability of the remainder of such provision or of any other provision
of this Agreement, which will remain in full force and effect.  This
Agreement may be executed in several counterparts, each of which will be
deemed to be an original, but all of which together will constitute one and
the same instrument.

If this letter correctly sets forth our agreement on the subject matter
discussed above, kindly sign and return to the Company the enclosed copy of this
letter which will then constitute our agreement on this subject.



Sincerely,

                              TRICORD SYSTEMS, INC.



                              By: /s/ John J. Mitcham
                                 ------------------------------------------
                                 John J. Mitcham
                                 President and Chief Executive Officer


                              Agreed to as of this ____th day of ____________,
                              1996.


                               ----------------------------------------------








List of Parties with Change in Control Agreements:


Gregory T. Barnum   Senior Vice President of Finance and Administration,
                      Chief Financial Officer and Secretary

Cory Devor           Vice President, General Manager, Server Unit

David Huyink         Vice President, Chief Technical Officer

Joan Wrabetz         Vice President, General Manager, Storage Products