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                                                                    EXHIBIT 10.3


June 28, 2000



Steven E. Opdahl
4924 Washburn Avenue South
Minneapolis, MN 55410

Dear Steve:
On behalf of Tricord Systems, Inc., I am pleased to extend to you the following
offer to join the Tricord Team as Chief Financial Officer of the Company. This
offer 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 June 28, 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 $150,000
          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 "Option") to purchase 150,000 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.

          a.   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).

          b.   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
               defined in the 1998 Plan) 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 in 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 Option (to the extent held
               at least six months


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               from the date of grant) 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.

     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 50,000 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.

          a.   The Non-Plan Option will become exercisable in 37 installments as
               follows: (i) 25% of the Non-Plan Option Shares will become
               exercisable 12 months after the date of grant; and (ii) 75% of
               the Non-Plan Option Shares will become exercisable in 36 equal
               monthly installments thereafter (i.e., approximately 2.083% of
               the Non-Plan Option Shares for each full month of continuous
               service thereafter).

          b.   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 above) or resignation by you for "good
               reason" (as defined above), (i) your Non-Plan Option (regardless
               of how long it has been held) will become immediately exercisable
               in full as of such termination and will remain exercisable for
               the remainder of its term and (ii) such acceleration of
               exercisability will be limited as set forth in Section 13.5 of
               the 1998 Plan but such limitation 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.

     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 your employment with the Company is terminated without "cause" (as
          defined above) or you terminate your employment for "good reason" (as
          defined above), you will receive a lump sum cash payment equal to six
          months of your then current base salary; provided, however, that such
          cash payment will be increased to 12 months of your then current base
          salary if such termination occurs within 90 days following a Change in
          Control of the Company.

     7.   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.

     8.   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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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


ACCEPTANCE:

/s/ Steven E. Opdahl
--------------------------------
Steven E. Opdahl

June 28, 2000




DATE OF BOARD APPROVAL: June 28, 2000