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                                    EXHIBIT 10.22
                                           
                               INTRANET SOLUTIONS, INC.
                                           
                      NOTE CONVERSION AND SUBSCRIPTION AGREEMENT
                         INCLUDING INVESTMENT REPRESENTATIONS
                                           
                                     COMMON STOCK
                                           

INSTRUCTIONS:  Return this Note Conversion and Subscription Agreement, 
completed and manually signed, together with the Note (as defined below), 
marked as canceled, to the Company.

Gentlemen:

               Effective this 6th day of June, 1997, I, WAYNE W. MILLS        
                                                        ----------------------
(INSERT NAME OF INDIVIDUAL/ENTITY SUBSCRIBER) hereby elect to 
convert $  125,000                         into shares of Common Stock, $.01 
         ---------------------------------
par value (the "Shares"), of IntraNet Solutions, Inc., a Minnesota 
corporation (the "Company"). Such amount represents the aggregate principal 
amount (the "Principal") currently outstanding under that certain promissory 
note dated January 13, 1997, made by the Company and payable to the order of 
the undersigned (the "Note"). In connection with such election to convert, I 
hereby acknowledge receipt of a draft of the Company's Confidential Private 
Placement Memorandum, dated June, 1997, relating to a proposed private 
offering of up to 150,000 Units, each Unit consisting of one share the 
Company's 6% Convertible Preferred Stock and one warrant to purchase .60 
shares of Common Stock (the "Disclosure Statement").

               A.   SUBSCRIPTION.

               I hereby subscribe for that number of Shares that is equal the 
result derived by dividing the Principal by $3.50 (with cash payable in lieu 
of any fractional Shares).

               Simultaneous with the execution of this Note Conversion and 
Subscription Agreement, I have delivered the Note to the Company, marked as 
canceled.

               I acknowledge that this subscription is subject to acceptance 
by the Company, and that the Company has the right, in its sole discretion, 
to accept or reject subscriptions in whole or in part.  Without limiting the 
generality of the foregoing, the right is reserved to reject or cancel any 
conversion if such conversion, in the opinion of the Company, would violate 
federal or state securities laws.  I understand that if this subscription is 
rejected, in whole or in part, the Company will execute and deliver to the 
undersigned a replacement note, to be issued to and payable to the order of 
the undersigned, which such replacement note shall be identical in each and 
every respect to the Note tendered herewith.

               B.   REPRESENTATIONS AND WARRANTIES OF INVESTOR.  In 
connection with this conversion, I hereby acknowledge, represent and warrant 
as follows:

                                       1

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               1.   I have received and carefully reviewed a copy of the 
Disclosure Statement. I have not relied on any information or representation 
other than those contained in the Disclosure Statement and in filings made by 
the Company with the Securities and Exchange Commission pursuant to the 
Securities Exchange Act of 1934

               2.   I have been given access to full and complete information 
regarding the Company (including the opportunity to meet with Company 
officers and review such documents as I may have requested in writing) and 
have utilized such access to my satisfaction for the purpose of obtaining 
information in addition to, or verifying information included in, the 
Disclosure Statement.

               3.   I am experienced and knowledgeable in financial and 
business matters, capable of evaluating the merits and risks of investing in 
the Shares, and do not need or

               4.   I have been given access to full and complete information 
regarding the Company (including the opportunity to meet with Company 
officers and review such documents as I may have requested in writing) and 
have utilized such access to my satisfaction for the purpose of obtaining 
information in addition to, or verifying information included in, the 
Disclosure Statement.

               5.   I am experienced and knowledgeable in financial and 
business matters, capable of evaluating the merits and risks of investing in 
the Shares, and do not need or desire the assistance of a knowledgeable 
representative to aid in the evaluation of such risks.

               6.   I understand that an investment in the Shares is highly 
speculative and involves a high degree of risk.  I believe the investment is 
suitable for me based on my investment objectives and financial needs.  I can 
bear the economic risk of an investment in the Shares for an indefinite 
period of time and can afford a complete loss of such investment.

               7.   I understand that by electing to convert the Principal 
into Shares, that I will no longer be a creditor of the Company, and 
therefore, my interest in the Company will be subordinate to any claims of 
the Company's creditors in connection with any voluntary or involuntary 
declaration of bankruptcy, liquidation, dissolution or winding up of the 
affairs of the Company.
 
               8.   I understand that there are significant restrictions on 
the transferability of the Shares, and that for these and other reasons, I 
may not be able to liquidate an investment in the Shares for an indefinite 
period.

               9.   I understand that my decision to elect conversion of the 
Principal into Shares, as evidenced by this Note Conversion and Subscription 
Agreement, is irrevocable.

               C.   INVESTMENT INTENT; RESTRICTIONS ON TRANSFER OF SHARES.

               1.   I represent and warrant that I am acquiring the Shares 
for my own account, for long-term investment and without the intention of 
reselling or redistributing the Shares.  I have made no arrangement or 
agreement with others regarding any of the Shares, and my financial condition 
is such that it is not likely that it will be necessary for me to dispose of 
any of the Shares in the foreseeable future.

                                       2

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               2.   I understand that the Shares have not been registered 
under the 1933 Act, or applicable State Laws, and are being offered and sold 
pursuant to exemptions from registration under the 1933 Act and the State 
Laws.  I understand that the Company's reliance on such exemptions is 
predicated in part on my representations and warranties contained herein.

               3.   I understand that the Shares may not be sold by me except 
pursuant to an effective registration statement under the 1933 Act and State 
Laws, or an opinion of counsel that such registration is not required.  I 
understand that the Company does not have any obligation to file a 
registration statement covering securities of the Company.

               4.   I understand that any transfer of the Shares by me will 
be further restricted by a legend placed on the certificate(s) representing 
the Shares containing substantially the following language:

               "The securities represented by this certificate have not been
               registered under the Securities Act of 1933 or applicable state
               therein securities laws.  No transfer of such shares or any 
               interest may be made except pursuant to registration under 
               said laws unless the Company has received an opinion of 
               counsel acceptable to the Company stating that such 
               transfer does not require registration under said laws."

               D.   RESIDENCE.  I represent and warrant as follows.
                    
               1.   I am a bona fide resident of (or, if an entity, the 
entity's principal executive office is located in) the State of  Minnesota.   
                            (INSERT NAME OF STATE)

               2.   The Shares are being acquired by me in my name solely for 
my own beneficial interest and not as nominee for, on behalf of, for the 
beneficial interest of, or with the intention to transfer to, any other 
person, trust, or organization, except as specifically set forth in this 
Subscription Agreement.

               E.   INVESTOR QUALIFICATIONS.  ANSWER PART I FOR INDIVIDUAL OR 
PART II FOR ENTITIES, AS APPLICABLE, BUT NOT BOTH.  CHECK ALL APPLICABLE 
ITEMS.

               I.   ACCREDITED INVESTOR - INDIVIDUALS.  I am an INDIVIDUAL 
subscriber and warrant as follows:

                   X          1.   I have a net worth, or a joint net worth 
               ---------
together with my spouse, in excess of $1,000,000. [In calculating net worth,
you may include equity in personal property and real estate, including your
principal residence, cash, short-term investments, stock and securities.  
Equity in personal property and real estate should be based on the fair market
value of such property minus debt secured by such property.]

                   X          2.   I had an individual income in excess of 
               --------
$200,000 in each of the prior two years and reasonably expect an income in 
excess of $200,000 in the current year; OR I had joint income in excess 
of $300,000 in the current year.

                                       3

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              ________   3.   I am a director or executive officer of the 
Company.

                    II.  ACCREDITED INVESTOR - ENTITIES.  The undersigned 
subscriber is an ENTITY and represents and warrants as follows:

              ________   1.   The undersigned (or, in the case of a trust, 
the undersigned trustee) is a bank, or savings and loan association as 
defined in Sections 3(a)(2) and 3(a)(5)(A), respectively, of the 1933 Act, 
acting either in its individual or fiduciary capacity.

              ________   2.   The undersigned is an insurance company as 
defined in Section 2(13) of the 1933 Act.

              ________   3.   The undersigned is an investment company 
registered under the Investment Company Act of 1940 or a business development 
company as defined in Section 2(a)(48) of that Act.

              ________   4.   The undersigned is a Small Business Investment 
Company licensed by the U.S. Small Business Administration under Section 
301(c) or (d) of the Small Business Investment Act of 1959.

              ________   5.   The undersigned is an employee benefit plan 
within the meaning of Title I of the Employee Retirement Income Security Act 
of 1974 AND either (check one or more, as applicable):

                  ________    a.   the investment decision is made by a plan 
fiduciary, as defined in Section 3(21) of such Act, which is either a bank, 
savings and loan association, insurance company, or registered investment 
adviser; or

                  ________    b.   the employee benefit plan has total assets 
in excess of $5,000,000; or

                 ________     c.   the plan is a self-directed plan with 
investment decisions made solely by persons who are "Accredited Investors" as 
defined under the 1933 Act.

              ________   6.   The undersigned has total assets in excess of 
$5,000,000, was not formed for the specific purpose of acquiring shares of 
the Company AND is one or more of the following (check one or more, as 
appropriate):

               ________       a.   an organization described in Section 
501(c)(3) of the Internal Revenue Code; or

              ________        b.   a corporation; or

              ________        c.   a Massachusetts or similar business trust; 
or

                                       4

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              ________        d.   a partnership.

              ________   7.   The undersigned is a private business 
development company as defined in Section 202(a)(22) of the Investment 
Advisers Act of 1940.

              ________   8.   The undersigned is a trust with total assets 
exceeding $5,000,000 which was not formed for the purpose of acquiring shares 
of the Company and whose purchase is directed by a person who has such 
knowledge and experience in financial and business matters that he or she is 
capable of evaluating the merits and risks of the investment in the Shares.

              ________   9.   All of the equity owners of the undersigned 
meet one of the tests set forth in I.(1) through I(3) or II(1) through II(8) 
above.  Please indicate the NAMES of each such equity owner and which TEST 
applies to each:                                                 

               F.   RELATIONSHIP TO BROKERAGE FIRMS.  (Answer the following 
questions by checking the appropriate response):

               1.   Yes__ ; No_X_  :  Does the Individual subscriber or any 
director, officer, partner or 5% owner of the Entity subscriber own voting 
securities of any brokerage firm?  (IF YES, please indicate the name of each 
such person, the name of the broker firm, and such persons' relationship to 
the subscriber and the brokerage firm.)
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               2.   Yes X ;No__    :  Are you, if an Individual 
                       --    __ 
subscriber, or is any director, officer, partner or 5% owner of the Entity 
subscriber, if an Entity Subscriber, also a director, officer, partner, 
branch manager, registered representative, employee, shareholder of, or 
similarly related to or employed by, a brokerage firm?  (IF YES, please 
indicate the name of each such person, the name of the brokerage firm, and 
such person's relationship to the subscriber and the brokerage firm.) 
   Wayne . Mills,  RJ Steichen & Company employee       
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               3.   Yes  ; No X  :  Is the spouse, father, mother, 
                       --    --
father-in-law, mother-in-law, or any brother, sister, brother-in-law, 
sister-in-law or child of, or any relative supported by, the Individual 
subscriber or any director, officer, partner or 5% owner of the Entity 
subscriber, as applicable, also a director, officer, partner, branch manager, 
registered representative, employee, shareholder of, or similarly related to 
or engaged by, a brokerage firm?  (IF YES, please indicate the name of each 
such person, the name of the brokerage firm, and such person's relationship 
to the subscriber and the brokerage firm.) 
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               G.   MISCELLANEOUS.

               1.   I agree to furnish any additional information that the 
Company or its counsel deem necessary in order to verify the responses set 
forth above.

                                       5

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               2.   I represent and warrant that I have not reproduced or 
distributed the Registration Statement in whole or in part, or divulged any 
of its contents, and that I will not do so without the prior written consent 
of the Company.

               3.   I understand the meaning and legal consequences of the 
agreements, representations and warranties contained herein.  I agree that 
such agreements, representations and warranties shall survive and remain in 
full force and effect after the execution hereof and payment for the Shares.  
I further agree to indemnify and hold harmless the Company and each current 
and future officer, director, employee, agent and shareholder of the Company 
and each current and future officer, director, employee, agent and 
shareholder of the Company from an against any and all loss, damage or 
liability due to, or arising out of, a breach of any of my agreements, 
representations or warranties contained herein, which shall survive the 
execution hereof.

               4.   This Agreement shall be binding upon and shall inure to 
the benefit of the parties hereto and to the successors and assigns of the 
Company and to the legal representatives, successors and permitted assignees 
of the undersigned.

               5.   This Note Conversion and Subscription Agreement shall be 
governed by, and construed and enforced in accordance with, Minnesota law, 
without reference to principles of conflicts of laws.

               6.   This instrument contains the entire agreement of the 
                    parties, and there are no representations, covenants
                    or other agreements except as stated or referred to herein.
                    
                    H. AMENDMENT OF WARRANT. In consideration of the 
                    undersigned's execution and delivery of this Note Conversion
                    and Subscription Agreement the Company and the undersigned
                    agree that Section 5(a) ofthat certain Stock Purchase 
                    Warrant issued by the Company to the undersigned and 
                    dated January 13, 1997 is hereby amended to state as
                    follows: "The Warrant Exercise Price shall be $3.50 
                    per share".

                                       6

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                         SIGNATURES/SUBSCRIBER INFORMATION

               INSTRUCTIONS:  If the subscriber is an Individual, please fill 
out and sign ONLY the "Individual Subscriber" and "Individual Subscriber Type 
of Ownership" sections below.  If the subscriber is an Entity, please fill 
out and sign ONLY the "Entity Subscriber" and "Entity Subscriber Type of 
Ownership" sections below.

INDIVIDUAL SUBSCRIBER:

Dated: June 6, 1997      /s/ WAYNE W. MILLS  
                         ---------------------------------------------------
                         Signature


                         Wayne W. Mills 
                         ---------------------------------------------------
                         Name (Typed or Printed)


                         ###-##-####    
                         ---------------------------------------------------
                         Social Security No.


                         (612) 938-4545 
                         ---------------------------------------------------
                         Telephone No


                         5020 BLAKE RD  
                         ---------------------------------------------------
                         Residence Street Address


                         EDINA, MN  55436    
                         ---------------------------------------------------
                         City, State & Zip Code
                         (Must be same state indicated in question 7)


                         ---------------------------------------------------
                         Mailing Address (Only if different from residence
                         address)


                         ---------------------------------------------------
                         City, State & Zip Code



                         ---------------------------------------------------
                         Signature of Second Individual (if joint ownership)

                                       7

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                         ---------------------------------------------------
                         Name (Typed or printed)


                         ---------------------------------------------------
                         Social Security No.


                         (    )    
                         ---------------------------------------------------
                         Telephone No.


                         ---------------------------------------------------
                         Residence Street Address


                         ---------------------------------------------------
                         City, State & Zip Code
                         (Must be same state indicated in question 7)


                         ---------------------------------------------------
                         Mailing Address (Only if different from residence
                         address)


                         ---------------------------------------------------
                         City, State & Zip Code


INDIVIDUAL SUBSCRIBER TYPE OF OWNERSHIP:

The Shares subscribed for are to be registered in the following form of 
ownership (check only ONE): one):

                    X        Individual Ownership
                -------
                             Tenants in Common
                -------      (Both parties must sign above)

                             Joint Tenants with Right of Survivorship
                -------      (Both parties must sign above)

                                       8

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ENTITY SUBSCRIBER:

Dated:                , 1997    
     ----------------        ---------------------------------------------------
                             Name of Entity (Typed or Printed)


                             ---------------------------------------------------
                             Signature


                             ---------------------------------------------------
                             Name (Typed or printed) and Title


                             ---------------------------------------------------
                             Contact Person (If different from person signing)


                             ---------------------------------------------------
                             Tax I.D. No.


                             (    )    
                             ---------------------------------------------------
                             Telephone No


                             ---------------------------------------------------
                             Principal Executive Office Address


                             ---------------------------------------------------
                             (Must be same state indicated in question 7)


                             ---------------------------------------------------
                             Mailing Address (Only if different from residence
                             address)


                            ---------------------------------------------------
                            City, State & Zip Code

                                       9

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ENTITY SUBSCRIBER TYPE OF OWNERSHIP:

The Shares subscribed for are to be registered in the following form of 
ownership (check only ONE):

                         Partnership
               --------
                         Corporation
               --------
                         Trust or Estate (Describe and
               --------  enclose evidence of signer's authority)

               --------  IRA Trust Account

                                  Other (Describe)
       ---------                                  ----------------------------

                                       10

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                                    ACCEPTANCE


               This Note Conversion and Subscription Agreement of WAYNE W.
                                                                  ------------
MILLS [Individual/Entity Subscriber Name] for shares of the Company's Common 
----------------------------------------
Stock is hereby accepted by IntraNet Solutions, Inc.


Dated:  June 6, 1997.

                                        INTRANET SOLUTIONS, INC.


                                 By   /s/ Jeffrey J. Sjobeck   
                                      ----------------------------------------
                                      Its  CHIEF FINANCIAL OFFICER & SECRETARY