FIELDWORKS INC
SUBLEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>SUBLEASE AGREEMENT
<TEXT>

<PAGE>

                                                                    EXHIBIT 10.1


                              SUBLEASE AGREEMENT
                              ------------------

THIS  AGREEMENT is made as of this 19th day of July, 2000, between Fieldworks,
Inc., hereinafter referred to as "Sublessor", and Four 51, Inc., hereinafter
referred to as "Sublessee".

                             WITNESSETH, WHEREAS:

          Sublessor, as Tenant, entered into a lease with CSM Properties, Inc.,
as Landlord, dated May 16, 1997, as wall as an addendum to lease dated December
30, 1997, leasing certain space containing approximately 52,769 square feet of
space in the building known as Edenvale Crossing Business Center, located at
7623-7631 Anagram Drive, Eden Prairie, Minnesota (the "Building"), to which
lease (hereinafter, the "Prime Lease") reference is hereby made, and which is
incorporated into this Agreement as Exhibit "B"; and

          The parties hereto have agreed that Sublessor shall sublet
approximately 12,422 square feet of such space to Sublessee (of which
approximately 10,937 square feet is office space and 1,485 square feet is tech
space);

          NOW THEREFORE, the parties hereto hereby covenant and agree as
follows:

          1.   Sublessor hereby subleases to Sublessee said 12,422 square feet,
               more or less, of the space in said Building, as depicted on
               Exhibit "A" attached hereto and made a part hereof, (the
               "Subleased Premises"), for a term beginning September 1, 2000 and
               ending November 30, 2004, unless sooner terminated in accordance
               herewith. Commencing on October 1, 2000, Sublessee to pay to
               Sublessor a monthly Base Rent of Ten Thousand Three Hundred
               Fifty-two and 00/100 Dollars ($10,352.00), plus any Additional
               Rent as set forth in paragraph 4 hereof, on the first day of each
               and every month during the term hereof.

          2.   The Subleased Premises shall be used for the purpose of general
               office pursuant to the terms and conditions described in the
               Prime Lease.

          3.   Sublessee may assign its interest in this Sublease and further
               sublet the Subleased Premises in whole or in part only by first
               obtaining the consent of Sublessor and Landlord as outlined
               Article 9 of the Prime Lease.

          4.   As Sublessor is charged for Additional Rent or other sums
               pursuant to the provisions of the Prime Lease, including without
               limitation Article(s) 2.2, 2.3, & 2.4 thereof, Sublessee shall be
               liable for such Additional Rent or sums. Any rent or other sums
               payable by Sublessee under this Article 4 shall be Additional
               Rent and collectable as such. If Sublessor shall receive any
               refund under the Prime Lease, Sublessee shall be entitled to the
               return of so much thereof from Sublessor as shall be attributable
               to prior payments by Sublessee.

          5.   Sublessee shall pay to Sublessor a fixed cost of $1,552.75 per
               month for utilities provided to the Subleased Premises. In the
               event the utility costs increase substantially over their
               historical levels, any such increase shall be the Sublessee's
               responsibility.
<PAGE>

          6.   This Sublease is subject and subordinate to the Prime Lease.
               Except as may be inconsistent with the terms hereof, all the
               terms, covenants and conditions contained in the Prime Lease
               shall be applicable to this Sublease with the same force and
               effect as if Sublessor were the lessor under the Prime Lease and
               Sublessee were the lessee thereunder, and in the case of any
               breach hereof by Sublessee, Sublessor shall have all the rights
               against Sublessee as would be available to the Lessor against the
               Lessee under the Prime Lease if such breach were by the Lessee
               thereunder.

          7.   Notwithstanding anything to the contrary herein set forth, the
               only services or rights to which Sublessee may be entitled
               hereunder are those to which Sublessor may be entitled under the
               Prime Lease.

          8.   Sublessee shall neither do nor permit anything to be done which
               would cause the Prime Lease to be terminated or forfeited by
               reason of any right of termination or forfeiture reserved or
               vested in the lessor under the Prime Lease, and Sublessee shall
               indemnify and hold Sublessor harmless from and against all claims
               of any kind whatsoever by reason of which the Prime Lease may be
               terminated or forfeited.

          9.   Sublessee has paid Sublessor on the execution and delivery of
               this Sublease the sum of Sixteen Thousand and 00/100 Dollars
               ($16,000.00) to be held as a security and damage deposit for the
               full and faithful performance of the terms, covenants and
               conditions of this sublease on Sublessee's part to be performed
               or observed, including but not limited to payment of Base Rent
               and Additional Rent in default or for any other sum which
               Sublessor may expend or be required to expend by reason of
               Sublessee's default, including any damages or deficiency in
               reletting the Subleased Premises, in whole or in part, whether
               such damages shall accrue before or after summary proceedings or
               other re-entry by Sublessor or the Prime Landlord. If Sublessee
               shall fully and faithfully comply with all the terms, covenants
               and conditions of this sublease on Sublessee's part to be
               performed or observed, the security, or any unapplied balance
               thereof, shall be returned to Sublessee after the time fixed as
               the expiration of the demised term and after the removal of
               Sublessee and surrender of possession of the Subleased Premises
               to Sublessor.

          10.  Sublessor agrees to provide the base improvements and Alternate
               #4 as listed in the proposal dated July 10, 2000, prepared by the
               Bainey Group, attached hereto as Exhibit "C". Any other
               improvements other than those outlined above, including
               Alternates 1, 2, 3 & 5, shall be completed at the Sublessee's
               sole cost and expense and must receive the Sublessor's and Prime
               Landlord's prior written approval.

          11.  Sublessee agrees not to damage or remove Sublessor's existing
               network wiring from the Subleased Premises

          12.  Sublessor agrees to partition separate a distinct card access
               zone for Sublessee's use. Sublessee acknowledges the main
               security panel for the Sublessor is located in the janitor's
               closet. Sublessee agrees not to
<PAGE>

               disrupt such panel and further agrees to provide Sublessor access
               to such panel when necessary.

          13.  Sublessor agrees to make space available to Sublessee for a
               dumpster to be located at the rear of the building.

          14.  Sublessee represents that it has read and is familiar with the
               terms of the Prime Lease.

          15.  All prior understandings and agreements between the parties are
               merged within this Agreement, which alone fully and completely
               sets forth the understanding of the parties; and this Sublease
               may not be changed or terminated orally or in any manner other
               than by an agreement in writing to which the written consent of
               the lessor under the Prime Lease shall have been obtained.

          16.  Any notice or demand which either party may or must give to the
               other hereunder shall be in writing and delivered personally or
               sent by certified mail, return receipt requested, addressed to
               Sublessor as follows:

                    Fieldworks, Inc.
                    7631 Anagram Drive
                    Eden Prairie, Minnesota 55344

               with a copy thereof to the Landlord under the Prime Lease in the
               manner and at the place designated in the Prime Lease, and if to
               Sublessee, as follows:

                    Four 51, Inc.
                    7627 Anagram Drive
                    Eden Prairie, Minnesota 55344

               with a copy thereof to the Landlord under the Prime Lease in the
               manner and at the place designated in the Prime Lease. Either
               party may, by notice in writing, direct that future notices or
               demands be sent to a different address.

          17.  The covenants and agreements herein contained shall bind and
               inure to the benefit of Sublessor, Sublessee, and their
               respective heirs, executors, administrators, successors and
               assigns.

          IN WITNESS WHEREOF, the parties hereto have caused these presents to
be executed the date and year first above written.

SUBLESSEE:                         SUBLESSOR:
FOUR 51, INC.                      FIELDWORKS, INC.

By: /s/ Richard Landa              By: /s/ Karen L. Engebretson
   --------------------------         -------------------------------

Its: Chief Executive Officer       Its: Chief Financial Officer
     ------------------------           -----------------------------

Date:        7/26/00               Date:         7/31/00
      -----------------------            ----------------------------
</TEXT>
</DOCUMENT>
