ACQUISITION OF FIBER-GEL TECHNOLOGIES, INC.

                                       BY

                           CIRCLE GROUP INTERNET, INC.







                        AGREEMENT AND PLAN OF ACQUISITION



         THIS AGREEMENT AND PLAN OF ACQUISITION ("Agreement") is entered into by

and between Fiber-Gel Technologies, Inc., a Florida corporation, ("FGTI"), UTEK

Corporation, a Delaware corporation, ("UTEK"), and Circle Group Internet, Inc.,

an Illinois corporation, ("CRGQ").



         WHEREAS, UTEK owns 100% of the issued and outstanding shares of common

stock of FGTI ("FGTI Shares"); and



         WHEREAS, before the Closing Date, FGTI has acquired the license for the

fields of use as described in the License Agreement, a part of Exhibit "A"

attached to and made a part of this Agreement ("License Agreement") and the

rights to develop and market a patented and proprietary technology for the

fields of uses specified in the License Agreement ("Technology").



         WHEREAS, the parties desire to provide for the terms and conditions

upon which FGTI will be acquired by CRGQ in a, stock-for-stock exchange

("Acquisition") in accordance with the respective corporation laws of their

state, upon consummation of which all FGTI Shares will be owned by CRGQ, and all

issued and outstanding FGTI Shares will be exchanged for common stock of CRGQ

with terms and conditions as set forth more fully in this Agreement; and



         WHEREAS, for federal income tax purposes, it is intended that the

Acquisition qualifies within the meaning of Section 368 (a)(1)(B) of the

Internal Revenue Code of 1986, as amended ("Code").



         NOW, THEREFORE, in consideration of the premises and for other good and

valuable consideration, the receipt, adequacy and sufficiency of which are by

this Agreement acknowledged, the parties agree as follows:



                                    ARTICLE 1

                         THE STOCK-FOR-STOCK ACQUISITION



1.01     The Acquisition

         ---------------



         (a)  Acquisition Agreement. Subject to the terms and conditions of this

              Agreement, at the Effective Date, as defined below, all FGTI

              Shares shall be acquired from UTEK by CRGQ in accordance with the

              respective corporation laws of their state and the provisions of

              this Agreement and the separate corporate existence of FGTI, as a

              wholly-owned subsidiary of CRGQ, shall continue after the closing.



         (b)  Effective Date. The Acquisition shall become effective ("Effective

              Date") upon the execution of this Agreement and closing of the

              transaction.



{PAGE}





         (c)  Exchange of Stock. At the Effective Date, by virtue of the

              Acquisition, all of the FGTI Shares that are issued and

              outstanding at the Effective Date shall be exchanged for 2,800,000

              unregistered shares of common stock of CRGQ ("CRGQ Shares") and a

              warrant to purchase 500,000 CRGQ common at $0.36 exercisable

              within 36 months of execution of this agreement.



1.02     Effect of Acquisition.

         ----------------------



         a)   Rights in FGTI Cease. At and after the Effective Date, the holder

              of each certificate of common stock of FGTI shall cease to have

              any rights as a shareholder of FGTI.



         b)   Closure of FGTI Shares Records. From and after the Effective Date,

              the stock transfer books of FGTI shall be closed, and there shall

              be no further registration of stock transfers on the records of

              FGTI.



1.03     Closing. Subject to the terms and conditions of this Agreement, the

Closing date of this Acquisition shall be the date of the last executed

signature affixed to this agreement, but in no event later than September 2,

2002.





                                    ARTICLE 2

                         REPRESENTATIONS AND WARRANTIES



2.01     Representations and Warranties of UTEK and FGTI. UTEK and FGTI

represent and warrant to CRGQ that the facts set forth below are true and

correct:



         a)   Organization. FGTI and UTEK are corporations duly organized,

              validly existing and in good standing under the laws of their

              respective states of incorporation, and they have the requisite

              power and authority to conduct their business and consummate the

              transactions contemplated by this Agreement. True, correct and

              complete copies of the articles of incorporation, bylaws and all

              corporate minutes of FGTI have been provided to CRGQ and such

              documents are presently in effect and have not been amended or

              modified.



         b)   Authorization. The execution of this Agreement and the

              consummation of the Acquisition and the other transactions

              contemplated by this Agreement have been duly authorized by the

              board of directors and shareholders of FGTI and the board of

              directors of UTEK; no other corporate action by the respective

              parties is necessary in order to execute, deliver, consummate and

              perform their respective obligations hereunder; and FGTI and UTEK

              have all requisite corporate and other authority to execute and

              deliver this Agreement and consummate the transactions

              contemplated by this Agreement.



         c)   Capitalization. The authorized capital of FGTI consists of

              1,000,000 shares of common stock, with a par value $0.01 per

              share. At the date of this Agreement, 1,000 FGTI Shares are issued

              and outstanding as follows:



                  SHAREHOLDER                NUMBER OF FGTI SHARES

                  -----------                ---------------------



                UTEK CORPORATION                      1000





         d)   All issued and outstanding FGTI Shares have been duly and validly

              issued and are fully paid and non-assessable shares and have not

              been issued in violation of any preemptive or other rights of any

              other person or any applicable laws. FGTI is not authorized to

              issue any preferred stock. All dividends on FGTI Shares which have

              been declared prior to the



                                       2



{PAGE}





              date of this Agreement have been paid in full. There are no

              outstanding options, warrants, commitments, calls or other rights

              or agreements requiring FGTI to issue any FGTI Shares or

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