Exhibit 10.6

                         SUBLEASE AND SHARING AGREEMENT

         This Sublease Agreement is made and entered into as of September 1,
1996, between Inter-Con/PC, Inc. (the "Sublessor") and MPF, Inc. (the
"Subtenant").

                                   WITNESSETH:

         WHEREAS, Sublessor, as tenant, and Equitable Holdings, Inc., as
landlord, entered into that certain Office/Warehouse Lease Agreement dated June
12, 1996 (the "Master Lease"), a copy of which is attached hereto as Exhibit A.

         WHEREAS, pursuant to the Master Lease Landlord leases to Subtenant the
premises described in the Master Lease, consisting of approximately 2,441 square
feet (the "Premises");

         WHEREAS, subject to Landlord's consent, Sublessor desires to sublease
to Subtenant and Subtenant desires to sublease from Sublessor, as office space,
a portion of the Premises, as defined herein, pursuant to the terms and
conditions set forth in this Agreement.

         WHEREAS, Subtenant owns certain equipment, materials and other items
which Sublessor desires to use and Subtenant is willing to allow Sublessor to
use pursuant to the terms and conditions set forth in this Agreement.

         NOW, THEREFORE, in consideration of the foregoing, and other valuable
consideration, the receipt and sufficiency of which are hereby expressly
acknowledged, Sublessor and Subtenant each agrees as follows:

1. THE MASTER LEASE. This Agreement incorporates all of the terms of the Master
Lease, and Subtenant shall abide by all of the terms thereof. Except as
otherwise provided by the terms of this Agreement, this Agreement is subordinate
and subject to all terms, conditions, specifications and requirements of the
Master Lease. The provisions of the Master Lease shall be construed and shall
apply to this Agreement as though the Landlord under the Master Lease were the
Sublessor under this Agreement and the Tenant under the Master Lease were the
Subtenant under this Agreement. When the terms of this Agreement conflict with
the Master Lease, the Master Lease shall control. Sublessor shall have all the
rights and remedies against the Subtenant that the Landlord has against the
Lessor. Subtenant shall indemnify and hold Sublessor harmless for any and all
liability arising out of the use/or possession of the Subleased Premises by the
Subtenant and any violation of the Master Lease or this Agreement by Subtenant.

2. SUBLEASED PREMISES.

         2.01. Sublessor leases to Subtenant and Subtenant leases from Sublessor
the premises consisting of approximately 490 rentable square feet of the
Premises, the detail of which is cross-hatched in blue on Exhibit B attached
hereto (the "Subleased Premises"), containing two (2) offices and an equipment
room together with the non-exclusive use in common with Sublessor of the common
areas cross-hatched in red.

         2.02. Subtenant shall pay to Sublessor monthly rent for the Subleased
Premises of $624.00 per month (the "Monthly Rent"). The Monthly Rent shall be
paid on the first day of each month during the term of this Agreement. The
Monthly rent for the Subleased Premises is a gross rental amount and Subtenant
shall have no obligation to pay to Sublessor any portion of any real estate
taxes, operating expenses or other items payable under the Master Lease.

3. EQUIPMENT, MATERIALS, ETC.

         3.01. Subtenant hereby grants to Sublessor permission to use, in common
with Subtenant, on a non-exclusive basis, the equipment, materials and other
items set forth on the attached Exhibit C ("Shared Equipment").



                                        1

<PAGE>



In addition, Subtenant shall allow Sublessor access to Subtenant's Central
Terminal System/Internet Access Switch for testing and research and development
activities conducted by Sublessor concerning products and services Sublessor
intends to develop and/or sell to third parties.

         3.02. Sublessor shall pay to Subtenant for the Sublessor's use of the
Shared Equipment the sum of $500.00 per month (the "Shared Equipment Fee"). The
Shared Equipment Fee shall be paid in advance on the first day of each month
during the term of this Agreement.

         3.03. Any out-of-pocket expenses that are directly related to the
specific use by a party of any Shared Equipment shall be paid by such party
where such expense is determined on a per use basis and such usage is metered or
otherwise automatically counted, such as per copy charges for photocopy
equipment and postal meter charges for United States postage.

4. TERM. The term of this Agreement shall commence effective as of September 1,
1996, and shall continue monthly thereafter until terminated (a) by either party
for any reason upon thirty (30) days advance written notice to the other party,
effective on the last day of the month, or (b) upon notice by either party if
the other party has materially breached this Agreement and such breach has not
been cured within ten (10) days after written notice of such breach.

5. LEASEHOLD IMPROVEMENTS. Subject to the Master Lease, Subtenant shall be
responsible for any alterations, additions and/or improvements. The Subtenant
shall obtain the Landlord's (pursuant to the Master Lease) and Sublessor's prior
written consent and approval of such alterations, additional and/or
improvements.

6. ASSIGNMENTS AND SUBLEASES. Without the other parties prior written consent,
which consent may be withheld in the absolute discretion of such party, no party
shall not assign its rights under this Agreement, sublease all or any part of
the Subleased Premises or permit any third party to use the Shared Equipment.

7. END OF SUBLEASE. At the termination of this Agreement (a) Subtenant shall
peacefully surrender the Subleased Premises in an order and condition, ordinary
wear and tear excepted, at least as good as its current state and (b) Sublessor
shall deliver to Subtenant all Shared Equipment then in the possession or
control of Sublessor.

8. INDEMNIFICATION, WAIVER AND RELEASE.

         8.01. Subtenant hereby agrees to indemnify, defend and hold harmless
Sublessor and its officers, directors, agents and employees against any claims
or liabilities for damage to person or property (or for loss or misappropriation
of property) occurring in or about the Premises and against any damages, losses,
costs or expenses suffered by Sublessor arising from any breach or default on
the part of Subtenant under this Agreement or the Master Lease or from any act
or omission of Subtenant or any employee, agent, invitee or contractor of
Subtenant and form any costs relating (including, without limitation, reasonable
attorneys fees).

         8.02. Sublessor hereby agrees to indemnify, defend and hold harmless
Subtenant and its officers, directors, agents and employees against any claims
or liabilities for damage to person or property (or for loss or misappropriation
of property) occurring in or about the Premises and against any damages, losses,
costs or expenses suffered by Subtenant arising from any breach or default on
the part of Sublessor under this Agreement or the Master Lease or from any act
or omission of Sublessor or any employee, agent, invitee or contractor of
Sublessor and from any costs relating thereto (including, without limitation,
reasonable attorneys fees).

         8.03. The indemnification rights of the parties under this Section 8
are independent of and in addition to all other rights and remedies each party
may have at law, in equity or otherwise.

9. GOVERNING LAW. The provisions of this Agreement shall be governed by the laws
of the State of Minnesota. This Agreement may not be amended except in writing
signed by all of the parties. No waiver of any provision hereunder shall be
effective unless in writing signed by the party waiving its rights.



                                       2
<PAGE>




10. ENTIRE AGREEMENT. This Agreement and the Exhibits hereto, together with the
incorporated terms of the Master Lease, constitutes the entire agreement between
the Sublessor and Subtenant, and there are no oral or written Agreements or
inducements between them respect to the Subleased Premises.

SUBLESSOR                                     SUBTENANT
Inter-Con/PC, Inc.                            MPF, INC.


By:       /s/ Michael P. Ferderer             By:       /s/ Pamela J. Holl
         --------------------------------              -------------------
         Michael P. Ferderer, President                Pamela J. Holl, President

















                                        3

<PAGE>


                               LANDLORD'S CONSENT


The undersigned, as Landlord under the Master Lease, does hereby consent to the
above Sublease and Sharing Agreement.

                                        Equitable Holdings, Inc.


                                        By:       /s/ Joseph Novogratz
                                                  --------------------
                                        Its:      President
                                                  --------------------








                                        4