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                                    EXHIBIT 10.12

                               SUBORDINATION AGREEMENT



Lender:       Diversified Business Credit, Inc.
Creditor:     Circle F Ventures, LLC
Debtor:       IntraNet Solutions, Inc.
Date:         January 16, 1997

    WHEREAS, the Debtor (Debtor, including any corporation or other entity 
controlled by Debtor, controlling Debtor or under common control with Debtor 
shall hereinafter be referred to collectively as "Debtor") is now or 
hereafter may be indebted to the Lender on account of loans or other 
extensions of credit or financial accommodations from the Lender to Debtor, 
or to any other person under the guaranty or endorsement of the Debtor (all 
indebtedness of every type and description which the Debtor may now or at any 
time hereafter owe to the Lender, whether such indebtedness now exists or is 
hereafter created or incurred, whether such indebtedness is fixed or 
contingent, liquidated or unliquidated, is hereinafter collectively referred 
to as "Lender Indebtedness"); and

    WHEREAS, the Debtor is indebted to the Creditor in the amount of $750,000 
evidenced by a Promissory Note dated of even date herewith (the "Promissory 
Note") a copy of which is attached hereto as Exhibit A;

    WHEREAS, the Lender is unwilling to continue the existing Lender
Indebtedness or to make future loans or to continue to extend financial
accommodations unless the Creditor executes this Debt Subordination Agreement;

    NOW, THEREFORE, in consideration of the promises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Creditor does hereby agree with Lender as follows:

    1.    The payment of all Debtor's indebtedness of every type and 
description to Creditor  now existing, including all of the indebtedness 
under the Promissory Note, (all such indebtedness being hereinafter 
collectively referred to as the "Subordinated Indebtedness") is hereby 
expressly subordinated to the extent and in the manner hereinafter set forth 
to the payment in full of all the Lender Indebtedness.

    2.    The Creditor will not demand, receive or accept any principal 
payment from the Debtor in respect of the Subordinated Indebtedness, except 
that Creditor may receive regularly scheduled payments (but no prepayment) of 
principal as payable pursuant to the terms of the Promissory Note of even 
date herewith in the amount of $750,000, if at the time of payment Debtor is 
not in default in any respect of its then existing Lender Indebtedness.  In 
addition, the Creditor will not demand, receive or accept any interest 
payment from the Debtor in respect of the Subordinated Indebtedness if at the 
time of payment the Debtor is in default in any respect on


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any of its then existing Lender Indebtedness.

     3.  The Creditor hereby agrees that (regardless of any priority 
otherwise available to the undersigned by law or by agreement) any security 
interest which the Creditor may now hold or may at any time hereafter acquire 
in the following property of Debtor (the "Collateral"), namely:

     INVENTORY:  All inventory of every type and description, now owned or 
     hereafter acquired by Debtor, including inventory consisting of whole 
     goods, spare parts or components, supplies or materials and inventory 
     acquired, held or furnished for sale, for lease or under service 
     contracts or for manufacture or processing, or any other purpose, and 
     wherever located.

     DOCUMENTS OF TITLE:  All warehouse receipts, bills of lading and other 
     documents of title of every type and description now owned or hereafter 
     acquired by Debtor.

     RECEIVABLES:  Each and every right of Debtor to the payment of money,
     whether such right to payment now exists or hereafter arises, whether such
     right to payment arises out of a sale, lease or other disposition of goods
     or other property, out of a rendering of services, out of a loan, out of 
     the overpayment of taxes or other liabilities, or any other transaction 
     or event, whether such right to payment is created, generated or earned 
     by Debtor or by some other person whose interest is subsequently 
     transferred to Debtor, whether such right to payment is or is not 
     already earned by performance, and howsoever such right to payment may 
     be evidenced, together with all other rights and interests (including 
     all liens, security interests and guaranties) which Debtor may at any 
     time have by law or agreement against any account debtor or other person 
     obligated to make any such payment or against any property of such 
     account debtor or other person; all contract rights, chattel papers, 
     bonds, notes and other debt instruments, and all loans and obligations 
     receivable, tax refunds and other rights to payment in the nature of 
     general intangibles; all checking accounts, savings accounts and other 
     depository accounts and all savings certificates and certificates of 
     deposit maintained with or issued by any bank or other financial 
     institution.

     EQUIPMENT AND FIXTURES:  All equipment of every type and description now
     owned or hereafter acquired by Debtor, including (without limitation) 
     all present and future machinery, vehicles, furniture, fixtures, 
     manufacturing equipment, shop equipment, office and recordkeeping 
     equipment, parts, tools, supplies and all other goods (except inventory) 
     used or bought for use by Debtor for any business or enterprise and 
     including all goods that are or may be attached or affixed or otherwise 
     become fixtures upon any real property.

     EQUITY SECURITIES:  All stocks and other instruments, now owned or
     hereafter acquired by Debtor, evidencing an ownership interest in any
     partnership, corporation, entity or enterprise.

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together, in each case, with all proceeds thereof, is, shall be and shall remain
fully subordinate for all purposes to any security interest now held or at any
time hereafter granted to or acquired by you in any portion or all of the
Collateral.

    4.   In the event that the Creditor shall receive any payment on the
Subordinated Indebtedness which the Creditor is not entitled to receive under
the provisions of the foregoing Paragraph 2, the Creditor will hold the amount
so received in trust for the Lender and will forthwith turn over such payment to
the Lender in the form received (except for the endorsement of the Creditor
where necessary) for application on the then existing Lender Indebtedness
(whether due or not due), in such manner of application as the Lender may deem
appropriate. 

    5.   The Creditor will not exercise any collection rights as to any
Collateral, will not take possession of or sell or dispose of any Collateral,
and will not exercise or enforce any other right or remedy or commence any
action or proceeding against the Debtor to recover all or any part of the unpaid
principal amount of the Subordinated Indebtedness, or join with any creditor
(unless the Lender shall so join) in bringing any proceedings against the Debtor
under any bankruptcy, reorganization, readjustment of debt, arrangement of debt,
receivership, liquidation or insolvency law or statute of the federal or any
state government, unless and until the Lender Indebtedness has been paid in
full; provided, however, nothing herein shall limit the right of the Creditor to
file a proof of claim or claim in any bankruptcy, reorganization or similar
proceeding.

    6.   In the event of any receivership, insolvency, bankruptcy, assignment 
for the benefit of creditors, reorganization or arrangement with creditors, 
whether or not pursuant to bankruptcy laws, the sale of all or substantially 
all of the assets, dissolution, liquidation or any other marshalling of the 
assets or liabilities of the Debtor, the Creditor will file all claims, 
proofs of claim or other instruments of similar character necessary to 
enforce the obligations of the Debtor in respect of the Subordinated 
Indebtedness and will hold in trust for the Lender and promptly pay over to 
the Lender in the form received (except for the endorsement of the Creditor 
where necessary) for application on the then existing Lender Indebtedness, 
any and all moneys, dividends or other assets received in any such 
proceedings on account of the Subordinated Indebtedness, unless and until 
Lender Indebtedness has been paid in full.  In the event that the Creditor 
shall fail to take any such action, the Lender, as attorney-in-fact for the 
Creditor, may take such action on behalf of the Creditor.  For such limited 
purpose only, the Creditor hereby irrevocably appoints the Lender, or any of 
its officers or employees on behalf of the Lender, as the attorney-in-fact 
for the Creditor with the right (but not the duty) to demand, sue for, 
collect and receive any and all such moneys, dividends or other assets and 
give acquittance therefor and to file any claim, proof of claim or other 
instrument of similar character, and to take such other proceedings in the 
Lender's own name or in the name of the Creditor as the Lender may deem 
necessary or advisable for the enforcement of the agreements contained 
herein; and the Creditor will execute and deliver to the Lender such other 
and further powers of attorney or instruments as the Lender may request in 
order to accomplish the foregoing.

    7.   The Creditor will cause all notes, bonds, debentures or other
instruments evidencing the Subordinated Indebtedness or any part thereof to
contain a specific statement thereon to the effect that the indebtedness thereby
evidenced is subject to the provisions of this


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Subordination Agreement.  The Creditor warrants that any purchaser or 
transferee of, or successor to the Creditor will be given written notice of 
the subordination effected hereby prior to the time of purchase, transfer or 
succession and that any such purchaser, transferee or successor will be in 
all respects subject to and bound by this Agreement.  

    8.   None of the provisions of this Subordination Agreement shall be 
deemed or construed to constitute a commitment or an obligation on the part 
of the Lender to make any future loans or other extensions of credit or 
financial accommodation to the Debtor or any other person.

    9.   This Subordination Agreement shall constitute a continuing agreement 
of subordination, and the Lender may continue, without notice to or consent 
by the Creditor, to make loans and extend other credit or financial 
accommodation to or for the account of the Debtor in reliance upon this 
Subordination Agreement until written notice of revocation of this 
Subordination Agreement shall have been received by the Lender from the 
Creditor.  Any such notice of revocation shall not affect this Subordination 
Agreement in relation to any Lender Indebtedness then existing or created 
thereafter pursuant to any previous commitment of the Lender to the Debtor, 
or any extensions or renewals of any such Lender Indebtedness, and as to all 
such Lender Indebtedness and extensions or renewals thereof, this 
Subordination Agreement shall continue effective until the same have been 
fully paid with interest.  For purposes of this Subordination Agreement, the 
Lender Indebtedness shall not be deemed to be paid in full if the Lender 
shall have established a line of credit in favor of the Debtor, whether or 
not the Lender shall have any obligation to make any advances or issue 
guaranties or letters of credit or make other financial accommodations 
thereunder, or if the Debtor shall have guaranteed the repayment of advances 
or other financial accommodations under such a line of credit in favor of 
another person.

    10.  The Lender may, at any time, and from time to time, either before or 
after any such notice of revocation, without the consent of or notice to the 
Creditor, without incurring responsibility to the Creditor, and without 
impairing or releasing any of its rights or any of the obligations of the 
Creditor hereunder:  (a) change the interest rate or change the amount of 
payment or extend the time of payment or renew or otherwise alter the terms 
of any Lender Indebtedness or any instrument evidencing the same in any 
manner; (b) sell, exchange, release or otherwise deal with all or any part of 
any property at any time securing payment of the Lender Indebtedness or any 
part thereof; (c) release anyone liable in any matter for the payment or 
collection of the Lender Indebtedness or any part thereof; (d) exercise or 
refrain from exercising any right against the Debtor or others (including the 
Creditor); and (e) apply any sums received by the Lender, by whomsoever paid 
and however realized, to Lender Indebtedness in such manner as the Lender 
shall deem appropriate.

    11.  No waiver shall be deemed to be made by the Lender of any of its
rights hereunder unless the same shall be in writing signed on behalf of the
Lender, and each such waiver, if any, shall be a waiver only with respect to the
specific matter or matters to which the waiver relates and shall in no way
impair the rights of the Lender or the obligations of the Creditor to the Lender
in any other respect at any other time.


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    12.  This Subordination Agreement and every part hereof shall be binding 
upon the Creditor and upon the heirs, legal representatives, successors and 
assigns of the Creditor from and after the date of its execution and delivery 
to the Lender irrespective of whether this or any similar agreement is 
executed by any other creditor of Debtor.  This Subordination Agreement is 
enforceable by the Lender and each of its participants, successors and 
assigns.  Notice of acceptance by the Lender of this Subordination Agreement 
or of reliance by the Lender upon the subordination herein contained is 
hereby waived by the Creditor.

    IN WITNESS WHEREOF, the Creditor has executed this Subordination Agreement
as of the day and year first above written.

Dated:   January 16, 1997

                                       CIRCLE F VENTURES, LLC



                                       By  /s/ Hayden R. Fleming
                                          -------------------------
                                        Its President
                                           ------------------------









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    The undersigned, being the Debtor referred to in the foregoing 
Subordination Agreement, hereby acknowledges receipt of a copy thereof and 
agrees to all of the terms and provisions thereof, and agrees to and with the 
Lender named therein that the undersigned will make no payment of the 
Subordinated Indebtedness therein described or consent to or participate in 
any act whatever which payment or act is in violation of any of the 
provisions of said Subordination Agreement.  The undersigned hereby 
authorizes the Lender, without notice to the undersigned, to declare all of 
the Lender Indebtedness to be due and payable forthwith upon any violation of 
the undersigned of any of the provisions of the said Subordination Agreement.

                                       INTRANET SOLUTIONS, INC.


Dated: January 24, 1997                By   /s/ Robert F. Olson
                                         ----------------------------
                                          Its Chief Executive Officer
                                              -----------------------



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