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                                                                   Exhibit 10.24

                              [TRICORD LETTERHEAD]


October 3, 1996


Mr. Alexander H. Frey
1570 Rose Villa Street
Pasadena, CA 91106

Dear Sandy:

On behalf of Tricord Systems, Inc., I am pleased to extend you the following
offer to join the Tricord Team as the Vice President, Architecture. This offer
letter replaces the offer letter dated May 16, 1996. You will report to me.
This offer is contingent upon successfully reaching an agreement of technology
acquisition between Tricord Systems, Inc. and Reliable Distributed Information
Corporation ("RDI").

The compensation for this position will be:

     1.   An annualized salary of $95,004, paid semi-monthly on the 15th and
          end of the month.

     2.   You will be eligible for a one time incentive compensation of $50,000
          payable based upon completion of Phase 2 of the C5 Project Completion
          Schedule as outlined below.

          The incentive compensation will be payable upon the successful
          commercial delivery of Phase 2 of RDI technology as defined in the
          product function specifications for the C5 I/O Subsystem Project
          Completion Schedule. (Expected July 31, 1997)

          Future annual incentive payments (1998 and beyond) will be based on
          the Annual Executive Compensation Plan.

     3.   Subject to approval of the Compensation Committee of the Board of
          Directors at its next regularly scheduled meeting, an option to
          purchase 100,000 shares of Tricord Stock under the terms and
          conditions of the 1995 Stock Incentive Plan will be granted. The
          vesting schedule begins one year after Committee approval and is
          exercisable in four equal installments of 25% annually. The exercise
          price will be the fair market value (as defined for purposes of the
          1995 Stock Incentive Plan) on the day of the Committee meeting.
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Page Two
Mr. Alexander H. Frey
October 3, 1996


It is expected that you will relocate to Minnesota by January 1, 1997. To assist
with your relocation, the Company will pay or reimburse you for your relocation
expenses which will include moving and travel costs, temporary living expenses,
the actual reasonable cost of the physical relocation of your household goods to
your new residence, commissions and other selling costs associated with the sale
of your home in California (excluding points) up to a maximum aggregate amount
of $50,000, plus a "gross-up" for taxes to the extent such amounts are
includable in your income but not deductible for tax purposes.

As a full time employee, you will have the opportunity to participate in the
Tricord Employee Benefit Package, subject to the eligibility requirements of the
various plans. Please refer to the Annual Benefits Summary and Enrollment Work
Booklet for further information.

You will be eligible to earn 160 hours (20 days) of personal time off for each
full year of employment at an accrual rate of 6.67 hours each complete pay
period. Personal time off is to be used for vacation, personal business, sick
days or unexpected emergencies.

I am looking forward to a start date of October 7, 1996. Before you may begin
employment, you must sign and return the enclosed Employee Agreement. On your
first day of employment you will also be asked to complete U.S. Department of
Justice, INS Form I-9 Employment Eligibility Verification. Please see the
enclosed instructions for preparing and executing this form.

Please indicate your acceptance of this offer by signing and returning one copy
of this letter and your signed Employee Agreement by October 4, 1996 to the
following address:

     Kathy Glubetich
     Human Resources Generalist
     2800 Northwest Boulevard
     Plymouth, MN 55441-2625

     Fax: 612/551-6554
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Page Three
Mr. Alexander H. Frey
October 3, 1996


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



                         ACCEPTED: /s/ Alexander H. Frey
                                  ----------------------
                                  Alexander H. Frey

                         ACCEPTANCE DATE: 4 Oct '96
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Yours Truly,

/s/ Cory Devor

Cory Devor, Ph.D.
Vice President, Systems Development