EXHIBIT 6.12


                              STOCK SALE AGREEMENT

         NOW, THEREFORE, in consideration of the Promissory Note, the mutual
promises and agreements set forth herein and therein, and other valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto hereby agree as follows:

1.       The Company shall direct its transfer agent to remove the restrictive
         legend and allow the sale of up to 200,000 shares of common stock (the
         "Stock") of Circle Group Internet Inc. ("the Company") under the
         Securities Act of 1933 (the "Act") in reliance upon the exemption
         therefrom contained in Section 4(1) of the Act and Rule 144 promulgated
         by the Securities and Exchange Commission thereunder, owned by Dana L.
         Dabney ("the Note Holder").

2.       The Company shall grant to Note Holder Nonstatutory Stock Options to
         purchase up to 400,000 shares of common stock of the Company at an
         exercise price equal to the average sale price of the total number of
         shares sold pursuant to paragraph 3, below. The total number of
         Nonstatutory Stock Options granted will be determined by multiplying
         the total number of shares sold pursuant to paragraph 3, below by a
         factor of 2 (Shares Sold X 2 = Nonstatutory Stock Option Grant).

3.       Whereas, Circle Group Internet, Inc. and Dana L. Dabney have entered
         into a Promissory Note Agreement, dated as of November 15, 2002 (such
         Promissory Note Agreement, as amended or otherwise modified from time
         to time, the "Promissory Note"), pursuant to which the Company will
         borrow, and the Note Holder will loan eighty percent (80%) of any and
         all proceeds from the sale of the Stock of the Company, the funds for
         the loan being derived from the sale of the common stock of Circle
         Group Internet, Inc., per paragraph 1, above.

                                PROMISSORY NOTE

$7,100.00                                                      November 15, 2002

FOR VALUE RECEIVED, the undersigned, Circle Group Internet Inc., an Illinois
corporation, hereby promises to pay to the order of Dana L. Dabney (the "Note
Holder"), or assigns, in lawful money of the United States of America, the
principal sum of Seven Thousand One Hundred and 00/100 ($7,100.00) on November
15, 2002, or so much thereof as may have not been repaid from time to time, as
shown on Schedule I attached hereto, as such may be amended from time to time,
together with interest on the outstanding principal balance hereof (computed on
the basis of 360-day year of twelve 30-day months) at the rate of six and
three-quarters percent (6.75%) per annum, such interest payable upon maturity
of the note.

         This note may be prepaid in whole or in part, without premium, penalty
or discount, at any time, or from time to time, at the option of the
undersigned, together with accrued interest on the amount prepaid.

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         Participations in this note may be assigned, in whole or in part, at
any time, or from time to time, at the option of Dana L. Dabney or a
participant, such participations to be recorded on Schedule II attached hereto,
as such may be amended from time to time. In the event that one or more
participations in this note have been assigned, all participants shall
participate in all principal and interest payments pro rata in accordance with
their relative principal amounts.

         Until this note has been repaid in full, an amount equal to the net
proceeds of any external financing of any kind conducted by the undersigned
whether through the issuance of debt or equity, but excluding any short-term
debt or any compensation-related equity issuance, shall be payable to the
undersigned to the participant or participants as a mandatory prepayment of
principal of this note immediately upon receipt of such proceeds by the
undersigned.

         No waiver by Dana L. Dabney or any participant of any rights or
remedies under this note shall be considered a waiver of any other subsequent
right or remedy. No delay or omission in the exercise by Dana L. Dabney or any
participant of any rights or remedies and no exercise or enforcement of any such
rights or remedies shall be held to exhaust any other right or remedy.

         The occurrence of any of the following events shall constitute an
"Event of Default" under this note:

         (a)   the undersigned shall fail to make any payment of principal due
               hereunder for more than five business days after the due date
               thereof, or shall fail to make any payment of interest due
               hereunder for more than thirty days after the due date thereof,

         (b)   the undersigned shall commence any case or proceeding seeking to
               have an order for relief entered on its behalf as debtor or to
               adjudicate it as bankrupt or insolvent or seeking reorganization,
               liquidation, dissolution, winding-up, arrangement, composition or
               readjustment of its debts or any other relief under any
               bankruptcy, insolvency, reorganization, liquidation, dissolution,
               arrangement, composition, readjustment of debt or other similar
               act or law of any jurisdiction, domestic or foreign, now or
               hereafter existing; or the undersigned shall apply for a
               receiver, custodian or trustee (other than any trustee appointed
               as a mortgagee or secured party in connection with the issuance
               of indebtedness for borrowed money of the undersigned) of it or
               for all or a substantial part of its property; or the undersigned
               shall make a general assignment for the benefit of creditors; or
               the undersigned shall take any corporate action in furtherance of
               any of the foregoing; or

         (c)   an involuntary case or other proceeding shall be commenced
               against the undersigned with respect to it or its debts under any
               bankruptcy, insolvency or other similar law now or hereafter in
               effect seeking the appointment of a trustee, receiver,
               liquidator, custodian or similar official of it or any
               substantial part of its property; and such case or proceeding
               (i) results in the entry of an order for

<PAGE>

               relief or a similar order against it or (ii) shall continue
               unstayed and in effect for a period of 60 consecutive days.

         Upon the occurrence of an Event of Default, the unpaid principal
balance of this note and accrued interest on this note shall become immediately
due and payable, without presentment, demand, protest or other formalities of
any kind, all of which are hereby expressly waived by the undersigned.

         The substantive laws of the State of Illinois shall govern the
validity, construction, enforcement and interpretation of this note. In the
event of a dispute involving this note or any other instruments executed in
connection herewith, the undersigned irrevocably agrees that venue of such
dispute shall lie exclusively in any court of competent jurisdiction in Lake
County, Illinois.

CIRCLE GROUP INTERNET INC.               CIRCLE GROUP INTERNET INC.


By: /s/ Gregory J. Halpern               Accepted and Agreed /s/ Dana L. Dabney
    ---------------------------                              -------------------
Name: Gregory J. Halpern                 Name: Dana L. Dabney
Title: President & CEO                   Title: Secretary and Director



                                   Schedule I


                            Principal Payment Record



        Date of        Amount of          Unpaid              Name of Person
        Repayment      Principal Paid     Principal Balance   Making Notation
        ---------      --------------     -----------------   ---------------



                                  Schedule II



                                 Participations



        Participant               Amount of Principal
        -----------               -------------------