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                                                                   EXHIBIT 10.39

                               SUBLEASE AGREEMENT

         This Agreement is made as of the 6th day of January 1998 between
Fieldworks, Inc. (a Minnesota corporation), hereinafter referred to as
"Sublessor", and Apartment Search, Inc. (a Minnesota corporation) hereinafter
referred to as "Sublessee".

                              WITNESSETH, WHEREAS:

         Sublessor, as Tenant, entered into a lease with Northwestern Mutual
Life Insurance Co., as Landlord, dated May 13, 1994 for 12,153 square feet and a
lease dated May 10, 1994 for 12,386 square feet, and as amended on May 22, 1997
and subsequently assigned from Northwestern Mutual Life Insurance Co. to The
Principal Mutual Life Insurance Co., by sale of the building for leasing space
at 9947-9969 Valley View Road, Eden Prairie, Minnesota, (the "Building"), to
which lease (hereinafter, the "Prime Lease") reference is hereby made and a copy
is attached hereto as Exhibit B, and which is incorporated by reference as if
the same were hereinafter set forth at length; and

         The parties hereto have agreed that Sublessor shall sublet all of such
space to Sublessee;

         Now, therefore, the parties hereto hereby covenant and agree as
follows:

1)       Sublessor hereby subleases to Sublessee approximately 3,117 square feet
         of the space in said Building, described as the warehouse area only of
         Bay B as depicted on Exhibit A attached hereto and made a part hereof,
         (the "Subleased Premises") for a term beginning January 15, 1998 and
         ending June 30, 1999 at a gross rental rate of One Thousand Eight
         Hundred Eighteen and 25/100 Dollars ($1,818.25) per month. Sublessee
         shall pay said gross rent provided for hereunder in monthly
         installments in advance on the first day of each and every month during
         the term hereof, commencing January 15, 1998, to the Sublessor at the
         address in Article 12. For the purpose of this agreement, Gross Rent
         shall include all amounts due to Sublessor, including base rent, common
         area maintenance expenses, real estate taxes and utilities. Garbage
         removal, janitorial services and phone hook-ups shall be in the name of
         Sublessee and paid for directly by Sublessee commencing January 15,
         1998.

2)       Sublessee shall have the option to terminate the term of the Sublease
         on February 1, 1999 by providing Sublessor with sixty (60) days prior
         written notice and a termination penalty payment in the amount of $0.

3)       The Subleased Premises shall be used for the purposes of storage of
         computer equipment.

4)       Sublessee shall not assign its interest in this Sublease nor further
         sublet the Subleased Premises in whole or in part; and shall not permit
         its interest in this Sublease to be vested in any third party by
         operation of law or otherwise, without written permission from
         Sublessor and Landlord.

5)       This Sublease is subject and subordinate to the Prime Lease. Except as
         may be inconsistent with the terms hereof, all 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
         Landlord under the Prime Lease and Sublessee were the Tenant
         thereunder, and in case of any breach hereof by 
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Sublease Agreement
Page 2

         Sublessee, Sublessor shall have all rights against Sublessee as would
         be available to the Landlord against the Tenant under the Prime Lease
         if such breach were by the Tenant thereunder (subject to Sublessee's
         limited repair obligation).

6)       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.

7)       Sublessee and Sublessor 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 Landlord under the Prime Lease. Sublessee and Sublessor shall
         indemnify and hold each other harmless from and against all claims or
         expenses of any kind whatsoever by reason of the other parties breach
         of the Prime Lease or this Sublease.

8)       Sublessee has paid Sublessor on the execution and delivery of this
         Sublease the sum of Eighteen Hundred Eighteen and 25/100 ($1,818.25) as
         security 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 gross 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 within thirty (30) days 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 in
         the condition that existed at the Commencement of the Sublease, normal
         wear and tear excepted.

9)       Sublessor agrees to demise the Subleased Premises as shown in Exhibit
         A. Other than the improvements described above, Sublessee agrees to
         accept the Subleased Premises in its "as-is" condition. Any other
         improvements to the premises shall be completed by the Sublessee, at
         Sublessee's sole cost and expense, with Sublessor's prior written
         approval.

10)      It is expressly agreed that Sublessor shall have no responsibility or
         liability for damage caused to any inventory or personal property
         placed by Sublessee in the Subleased Premises except for liability
         resulting from Sublessor's negligence or misconduct, and Sublessee
         agrees to carry, at its own expense, adequate inventory insurance and
         public liability insurance. Sublessee shall comply with all Tenant's
         insurance obligations under Article 16 of the Prime Lease. Sublessor
         and Landlord shall be named as additional insureds.

11)      Sublessee represents that it has read and is familiar with the terms of
         the Prime Lease and all related documents found in Exhibit B. Sublessor
         represents these are all documents relevant to the existing Lease of
         the Subleased Premises.

12)      All prior understandings and agreements between the parties are merged
         within this agreement, which alone fully and completely set forth the
         understanding of the parties; and this Sublease may 
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Sublease Agreement
Page 3

         not be changed or terminated orally or in any manner other than by an
         agreement in writing to which the written consent of the Landlord under
         the Prime Lease shall have been obtained.

13)      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, MN 55344

         and to Sublessee, as follows:

                                    Apartment Search, Inc.
                                    7200 France Avenue South #237
                                    Edina, MN 55435


         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 to be sent to
         a different address.

14)      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.



SUBLESSEE:                                      SUBLESSOR:

APARTMENT SEARCH, INC.                          FIELDWORKS, INC.
(A MINNESOTA CORPORATION)                       (A MINNESOTA CORPORATION)

By:       /S/ DAVID BROWN                       By:     /S/ KAREN L. ENGEBRETSON
Its:          DIRECTOR OF REAL ESTATE           Its:        CFO/ VP OF FINANCE
Date:         JANUARY 9, 1998                   Date:       JANUARY 12, 1998