Exhibit 10.10
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                                      Lease

            1. BASIC LEASE PROVISIONS AND IDENTIFICATION OF EXHIBITS

1.01 BASIC LEASE PROVISIONS

          A. BUILDING AND ADDRESS
          445 West Erie Street
          Chicago, Illinois 60610

          B. LANDLORD AND ADDRESS:
          Loft Development Corporation
          Agent for 445 West Erie, L.L.C.
          641 West Lake Street
          Suite 401
          Chicago, IL 60661

          C. TENANT AND CURRENT ADDRESS:
          The Children's Beverage Group
          445 West Erie Street
          Suite #106
          Chicago, IL 60610

          D. DATE OF LEASE: January 17,2001

          E. LEASE TERM: Three (3) Years

          F. COMMENCEMENT DATE OF TERM: February 1, 2001

          G. EXPIRATION DATE OF TERM: January 31, 2004

          G. MONTHLY BASE RENT:       Year 1 - $2,222/month
                                      Year 2 - $2,289/month
                                      Year 3 - $2,358/month


 1. INITIAL MONTHLY RENT ADJUSTMENT DEPOSIT: N/A

 J. SECURITY DEPOSIT: $2,222

 K. RENTABLE AREA OF THE PREMISES: 1,481 rentable square feet

 L. FLOOR(S): 1 "Floor

 M. TENANT'S PROPORTIONATE SHARE: 3.24 %

 N. TENANT'S USE OF PREMISES- General office usage

 0. REAL ESTATE BROKER(S): None



         In consideration of the mutual covenants and agreements  herein stated,
Lessor  hereby  leases to Lessee and Lessee hereby leases from Lessor solely for
the above purpose the premises designated above (the "Premises"),  together with
the appurtenances thereto, for the above Term.

                        2. LEASE COVENANTS AND AGREEMENTS
2.01 RENT

         Lessee shall pay Lessor or Lessor's  agent as rent for the Premises the
sum stated  above,  monthly in advance,  until  termination  of this  Lease,  at
Lessor's  address  stated above or such other address as Lessor may designate in
writing.

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2.02 CONDITION AND UPKEEP OF PREMISES

         Lessee has  examined  and knows the  condition  of the Premises and has
received  the  same  in  good  order  and  repair,   and  acknowledges  that  no
representations as to the condition and repair thereof have been made by Lessor,
or its  agent,  prior to or at the  execution  of this Lease that are not herein
expressed;  Lessee will keep the Premises including all  appurtenances,  in good
repair,  replacing  all broken  glass with glass of the same size and quality as
that broken, and will replace all damaged plumbing fixtures with others of equal
quality,  and  will  keep  the  Premises,  in a clean  and  healthful  condition
according to the applicable municipal ordinances and the direction of the proper
public officers during the term of this Lease at Lessee's expense,  and upon the
termination of this Lease, in any way, will yield up the Premises to Lessor,  in
good  condition and repair,  loss by fire and ordinary wear  excepted,  and will
deliver the keys therefor at the place of payment of said rent.

2.03 LESSEE NOT TO MISUSE; SUBLET; ASSIGNMENT

         Lessee will not allow  Premises  to be used for any  purpose  that will
increase  the rate of  insurance  thereon,  nor for any purpose  other than that
hereinbefore specified,  and will not load floors with machinery or goods beyond
the floor load rating prescribed by applicable  municipal  ordinances,  and will
not allow the Premises to be occupied in whole, or in part, by any other person,
and will not sublet the same, or any part thereof, nor assign this Lease without
in each case the written  consent of the Lessor  first had,  and Lessee will not
permit any transfer by  operation  of law of the  interest in Premises  acquired
through  this Lease,  and will not permit  Premises to be used for any  unlawful
purpose,  or for any purpose that will injure the  reputation of the building or
increase  the fire  hazard  of the  building,  or  disturb  the  tenants  or the
neighborhood,  and will not permit the same to remain vacant or  unoccupied  for
more than ten (10)  consecutive  days;  and will not allow any  signs,  cards or
placards  to be posted,  or placed  thereon,  nor permit  any  alteration  of or
addition  to any of the  Premises,  except by written  consent  of  Lessor;  all
alterations and additions to the Premises shall remain for the benefit of Lessor
unless otherwise provided in the consent aforesaid.

2.04 MECHANIC'S LIEN

         Lessee will not permit any  mechanic's  lien or liens to be placed upon
the Premises or any building or improvement  thereon during the term hereof, and
in case of the filing of such lien Lessee will  promptly pay same. If default in
payment thereof shall continue for thirty (30) days after written notice thereof
from  Lessor to the Lessee,  the Lessor  shall have the right and  privilege  at
Lessor's  option of paying the same or any portion thereof without inquiry as to
the validity thereof,  and any amounts so paid, including expenses and interest,
shall be so much additional indebtedness hereunder due from Lessee to Lessor and
shall be repaid to Lessor immediately on rendition of bill therefor.

2.05 INDEMNITY FOR ACCIDENTS

         Lessee  covenants and agrees that it will protect and save and keep the
Lessor forever harmless and indemnified  against and from any penalty or damages
or  charges  imposed  for  any  Violation  of any  laws or  ordinances,  whether
occasioned  by the neglect of Lessee or those  holding  under  Lessee,  and that
Lessee  will at all times  protect,  indemnify  and save and keep  harmless  the
Lessor against and from any and all loss, cost,  damage or expense,  arising out
of or from any accident or other  occurrence on or about the  Premises,  causing
injury to any person or property  whomsoever  or  whatsoever  and will  protect,
indemnify  and save and keep  harmless  the Lessor  against and from any and all
claims and against and from any and all loss,  cost,  damage or expense  arising
out of any  failure of Lessee in any  respect to comply with and perform all the
requirements and provisions hereof.

2.07 WATER, GAS AND ELECTRIC CHARGES

         Lessee  will pay in  addition  to the rent above  specified,  all water
rents,  gas and electric  light and power bills taxed,  levied or charged on the
Premises,  for and during the time for which this Lease is granted,  and in case
said water rents and bills for gas,  electric  light and power shall not be paid
when due,  Lessor shall have the right to pay the same,  which  amounts so paid,
together  with any sums  paid by  Lessor  to keep the  Premises  in a clean  and
healthy  condition,  as above  specified,  are declared to be so much additional
rent and payable with the installment of rent next due thereafter.

2.08 KEEP PREMISES IN REPAIR

         Lessor  shall not be obliged to incur any  expense  for  repairing  any
improvements upon, said demised premises or connected therewith,  and the Lessee
at its own expense will keep all improvements in good repair (injury by fire, or
other causes beyond Lessee's  control  excepted) as well as in a good tenantable
and wholesome condition,  and will comply with all local or general regulations,
laws and ordinances  applicable  thereto,  as well as lawful requirements of all
competent authorities in that behalf. Lessee will, as far as possible, keep said
improvements   from   deterioration  due  to  ordinary  wear  and  from  falling
temporarily out of repair. If Lessee does not make repairs as required hereunder
promptly and  adequately,  Lessor may but need not make such repairs and pay the
costs thereof,  and such costs shall be so much additional rent  immediately due
from and payable by Lessee to Lessor.

2.09 ACCESS TO PREMISES

         Lessee will allow Lessor free access to the Premises for the purpose of
examining or exhibiting the same, or to make any repairs,.or alterations thereof
which Lessor may see fit to make and will allow to have placed upon the Premises
at all times notice of "For Sale" and "To Rent", and will not interfere with the
same.

2.10 ABANDONMENT AND RELETTING

         If Lessee shall abandon or vacate the Premises, or if Lessee's right to
occupy the Premises be terminated by Lessor by reason of Lessee's  breach of any
of the covenants herein,  the same may be relet by Lessor for such rent and upon
such  terms as Lessor  may deem  fit,  subject  to  Illinois  statute;  and if a
sufficient sum shall not thus be realized monthly,  after paying the expenses of
such  re-letting  and  collecting  to satisfy the rent hereby  reserved,  Lessee
agrees to satisfy and pay all deficiency  monthly during the remaining period of
this Lease.

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2.11 HOLDING OVER

         Lessee  will,  at the  termination  of this  Lease  by lapse of time or
otherwise,  yield up immediate  possession to Lessor, and failing so to do, will
pay as liquidated damages,  for the whole time such possession is withheld,  the
sum of ( Two Hundred  Twenty Two Dollars)  ($220) per day; but the provisions of
this clause  shall not be held as a waiver by Lessor of any right of re-entry as
hereinafter  set forth;  nor shall the receipt of said rent or any part thereof,
or any other act in apparent  affirmance of tenancy,  operate as a waiver of the
right to forfeit  this Lease and the term hereby  granted  for the period  still
unexpired, for a breach of any of the covenants herein.

2.12 EXTRA FIRE HAZARD

         There  shall  not  be  allowed,  kept,  or  used  on the  Premises  any
inflammable or explosive  liquids or materials save such as may be necessary for
use in the business of the Lessee,  and in such case, any such substances  shall
be delivered and stored in amount, and used, in accordance with the rules of the
applicable Board of Underwriters and statutes and ordinances now or hereafter in
force.

2.13 DEFAULT BY LESSEE

         If  default  be made in the  payment  of the  above  rent,  or any part
thereof,  or in any of the covenants  herein contained to be kept by the Lessee,
Lessor may at any time  thereafter  at its election  declare said term ended and
reenter the Premises or any part  thereof,  with or (to the extent  permitted by
law)  without  notice or  process  of law,  and  remove  Lessee  or any  persons
occupying the same,  without  prejudice to any remedies which might otherwise be
used for arrears of rent, and Lessor shall have at all times the right to I

2.14 NO RENT DEDUCTION OR SET OFF

         Lessee's  covenant to pay rent is and shall be  independent of each and
every  other  covenant  of this  Lease.  Lessee  agrees that any claim by Lessee
against Lessor shall not be deducted from rent nor set off against any claim for
rent in any action.

2.15 RENT AFTER NOTICE OR SUIT

         It is further agreed, by the parties hereto, that after the service of.
notice or the commencement of a suit or after final judgment for possession of
the Premises, Lessor may receive and collect any rent due, and the payment of
said rent shall not waive or affect said notice, said suit, or said judgment.

2.16 PAYMENT OF COSTS

         Lessee will pay and discharge all reasonable costs, attorney's fees and
expenses that shall be made and incurred by Lessor in enforcing the covenants
and agreements of this Lease.

2.17 RIGHTS CUMULATIVE

         The rights and remedies of Lessor under this Lease are cumulative.  The
exercise or use of any one or more thereof shall not bar Lessor from exercise or
use of any other right or remedy provided  herein or otherwise  provided by law,
nor shall  exercise  nor use of any  right or  remedy by Lessor  waive any other
right or remedy.

2.18 FIRE AND CASUALTY

         In case the Premises shall be rendered  untenantable during the term of
this Lease by fire or other  casualty,  Lessor at its option may  terminate  the
Lease or repair the Premises within sixty (60) days thereafter. If Lessor elects
to repair, this Lease shall remain in effect provided such repairs are completed
within said time.  If Lessor shall not have  repaired  the Premises  within said
time, then at the end of such time the term hereby created shall  terminate.  If
this Lease is terminated by reason of fire or casualty as herein specified, rent
shall be apportioned and paid to the day of such fire or casualty.

12.19 SUBORDINATION

         This Lease is subordinate  to all mortgages  which may now or hereafter
affect the Premises.

2.20 PLURALS; SUCCESSORS

         The words  "Lessor" and "Lessee"  wherever  herein  occurring  and used
shall be construed to mean  "Lessors" and "Lessees" in case more than one person
constitutes  either party to this Lease;  and all the covenants  and  agreements
contained  shall be binding  upon,  and inure to, their  respective  successors,
heirs,  executors,  administrators  and  assigns and may be  exercised  by their
attorney or agent.

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2.21 SEVERABILITY

         Wherever  possible each provision of this Lease shall be interpreted in
such  manner as to be  effective  and valid  under  applicable  law,  but if any
provision of this Lease shall be prohibited by or invalid under  applicable law,
such  provision  shall be  ineffective  to the  extent  of such  prohibition  or
invalidity,  without  invalidating  the  remainder  of  such  provision  or  the
remaining provisions of this Lease.



         IN WITNESS  WHEREOF,  this Lease has been  executed  as of the date set
forth in Section 1.01 D hereof.

LANDLORD:                                       TENANT:

Loft Development Corporation                    The Children's Beverage Group
Agent for 445 West Erie, L.L.C.

  By:  /s/ Daniel Kaplan                        By: /s/ John A. Darmstadter
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       Daniel Kaplan                                Jon Darmstadter