INDUSTRIAL LEASE AGREEMENT



THIS LEASE is made this 20th day of May 1999, between CLO Enterprizes as LESSOR,

and Circle Group Internet Inc. as LESSEE.



LESSOR  hereby  leases to LESSEE,  and LESSEE  hereby  leases from  LESSOR.  The

following described premises,  hereinafter referred to as "the premises", in the

Village of Mundelein, County of Lake, State of Illinois.



To wit: 13,018 rentable square feet of space, within 43,493 total square feet of

building space, located at the 1005-1025 Campus Drive, Mundelein, Illinois

60060. LESSEE'S address will be

Campus Drive, Mundelein, Illinois 60060 which shall be used only for a term of 5

years, beginning [see Rider to Lease] for which LESSEE agrees to pay the LESSOR

a total of $[see Rider to Lease] as rent, in monthly installments as listed

below, each due and payable on the first day of each and every month of the term

hereof, in advance at, CLO Enterprises c/o George Orfanos, 933 NE Holcomb Dr.,

Mundelein, 60060 [See Rider to Lease] or at such other place as LESSOR may

designate from time to time, in writing. LESSEE agrees to use and occupy the

premises only for the permitted special use of in-line skating, cycling, and

skate boarding and for no other purpose without LESSOR'S consent.



LESSEE shall have the option to renew the lease term for an additional 5-year

term provided LESSEE gives LESSOR six (6) months prior written notice to the end

of the primary term and provided LESSEE is in full compliance and not in default

of this lease at the time the renewal option is exercised.



Concurrently with its execution of this lease, LESSEE shall deliver to LESSOR a

check in the amount of $12,693.00 as security for the performance by LESSEE of

every covenant and condition of this lease. Said deposit may be commingled with

other funds of LESSOR, and shall bear no interest. If LESSEE shall default with

respect to any covenant or condition of this lease, including, but not limited

to the payment of any sum in default or any sum which LESSOR may be required to

spend by reason of LESSEE'S default, then LESSOR may use such portion of the

security deposit as is necessary to cover or compensate for such default. In the

event, LESSOR so uses the security deposit in part or in whole, LESSEE will

restore security deposit to the required amount upon notice of said default plus

a processing fee of $50.00 for each incident. Should LESSEE comply with all of

the covenants and conditions of this lease, the security deposit or any balance

thereof shall be returned to LESSEE at the expiration of the term thereof

subject to Article 35. [See Rider to Lease]



LESSOR and LESSEE further agree, as follows:



         1. POSSESSION AT BEGINNING OF TERM: LESSEE shall be entitled to

possession of the premises when the "work" (as defined in Exhibit A) is

"substantially



                                       1



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completed" (as defined in Exhibit A) subject to early access to the premises by

LESSEE as provided under Article 7 of Exhibit A. LESSOR shall use due diligence

to give possession as nearly as possible at the beginning of the term of this

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