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                                                                   EXHIBIT 10.38

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

THIS AGREEMENT is made as of this 11th day of December, 2000, between
Fieldworks, Inc., hereinafter referred to as "Sublessor", and Alternative
Business Furniture, 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 well 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 4,728 square feet of such space to Sublessee (of which
approximately 4,728 square feet is warehouse space);

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

         1.       Sublessor hereby subleases to Sublessee said 4,728 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 January 1, 2001
                  and ending June 30, 2001, unless sooner terminated in
                  accordance herewith. After June 30, 2001, the term will become
                  Month-to-Month cancellable by either party with sixty (60)
                  days prior written notice. Commencing on January 1, 2001,
                  Sublessee to pay to Sublessor a monthly Gross Rent of Two
                  Thousand Nine Hundred Fifty Five dollars ($2,955.00) on the
                  first day of each and every month during the term hereof. This
                  Gross Rent figure includes all Base Rent and Additional Rent
                  as well as all utility charges to the Subleased Premises.

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

         3.       Sublessee may not assign its interest in this Sublease or
                  further sublet the Subleased Premises in whole or in part
                  without first obtaining the consent of Sublessor and Landlord
                  as outlined Article 9 of the Prime Lease.

         4.       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
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                  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.

         5.       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.

         6.       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.

         7.       Sublessee agrees to provide Sublessor unrestricted access to
                  the 686 square foot mechanical lab during normal business
                  hours (Monday thru Friday between the hours of 9:00 am thru
                  4:00 pm).

         8.       Sublessor agrees to pay a brokerage fee equal to the amount of
                  one (1) months gross rent, Two Thousand Nine Hundred Fifty
                  Five dollars ($2,955.00), to be divided equally between Welsh
                  Companies, LLC and Cushman & Wakefield. Such Brokerage fee
                  will be due and payable upon full execution of the Sublease.

         9.       Sublessee has paid Sublessor on the execution and delivery of
                  this Sublease the sum of Two Thousand Nine Hundred Fifty Five
                  dollars ($2,955.00) 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 within ten (10) days after the time fixed as the
                  expiration of the demised term and after the removal of
                  Sublessee's property and surrender of possession of the
                  Subleased Premises to Sublessor.

         10.      Sublessor agrees to demise and re-key the Subleased Premises.
                  Sublessee will permit Sublessor to retain a copy of the key.
                  With the exception of the Sublessor demising and re-keying the
                  Subleased Premises, the Sublessee agrees to take the space in
                  its "As-Is" condition. Any other improvements must receive
                  prior approval of the Sublessor and Lessor and will be
                  completed at the Sublessee's expense.

         11.      Sublessee acknowledges the main electrical panel and the air
                  compressor for the Sublessor is located in the Subleased
                  Premises. Sublessee agrees
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                  not to disrupt such panel or compressor and further agrees to
                  provide Sublessor access to such panel and compressor when
                  necessary.

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

         13.      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.

         14.      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:

                          Alternative Business Furniture, Inc.
                          7605 Corporate Way
                          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.

         15.      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.
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         IN WITNESS WHEREOF, the parties hereto have caused these presents to be
executed the date and year first above written.


SUBLESSEE:                                  SUBLESSOR:
Alternative Business Furniture, Inc.        FIELDWORKS, INC.



By:      /s/ Mark Frommelt                  By:      /s/ Thomas Sparrvik
    -------------------------------             --------------------------------

Its:     Co-Owner                           Its:     President/CEO
     ------------------------------              -------------------------------

Date:    December 14, 2000                  Date:    December 18, 2000
      -----------------------------               ------------------------------



                            CONSENT OF PRIME LANDLORD

         The undersigned, as Prime Landlord under the Prime Lease, hereby
consents to the foregoing Sublease, provided that Fieldworks, Inc., its
successors or assigns, shall not on account of this consent be relieved or
released from any of its obligations under the Prime Lease.



                                            CSM Properties, Inc.


                                            By:      /s/ Dave Carland
                                                --------------------------------

                                            Its:     Vice President
                                                 -------------------------------