EMPLOYMENT AGREEMENT

THIS EMPLOYMENT  AGREEMENT (this "Agreement") is made and entered into as of the
2nd day of January 2007 (the "Effective  Date"),  between Circle Group Holdings,
Inc., an Illinois corporation,  whose principal place of business is 1011 Campus
Drive,  Mundelein,  Illinois  60060  and  any of its  successors  or  affiliated
companies  (collectively,  the "Company") and Gregory J. Halpern,  an individual
(hereinafter collectively referred to as the "Employee"), located at 1713 Player
Court, Vernon Hills, IL 60061

                                    RECITALS

     WHEREAS,  the Company is principally engaged in the business of development
and marketing of life-changing technologies (the "Business").

     WHEREAS,  the  Company  desires to employ  the  Employee  and the  Employee
desires to enter into the employ of the Company.

     WHEREAS,  the Company has established a valuable reputation and goodwill in
its business, with expertise in all aspects of the Business.

     WHEREAS, the Employee has established a valuable reputation and goodwill in
his business,  with expertise in certain,  but not all, aspects of the Company's
business by virtue of the Employee's  employment  with the Company,  will become
familiar with and possessed  with the manner,  methods,  trade secrets and other
confidential  information  pertaining to the Company's  Business,  including the
Company's client base.

     NOW, THEREFORE,  in consideration of the mutual agreements herein made, the
Company and the Employee do hereby agree as follows:

     1.  Recitals.  The  above  recitals  are  true,  correct,  and  are  herein
incorporated by reference.

     2.  Employment.  The Company hereby employs the Employee,  and the Employee
hereby accepts employment, upon the terms and conditions hereinafter set forth.

     3. Authority and Power during Employment Period.

     a.  Duties and  Responsibilities.  During the Term of this  Agreement,  the
Employee  shall serve as "President  and CEO" of the Company and shall have such
responsibilities and duties as customarily  undertaken by individuals in similar
positions.

     b. Time Devoted.  Throughout the Term of this Agreement, the Employee shall
devote  substantially  all of the Employee's  business time and attention to the
business and affairs of the Company consistent with the Employee's position with
the Company, except for reasonable vacations, illness or incapacity.

     c. Best Efforts. Throughout the Term of this Agreement, the Employee agrees
to use his best efforts to promote the Company's Business.  For purposes of this
Agreement, "best efforts" shall

Initials _________   _________

<PAGE>

be   defined   as  the   Employee   carrying   out  his   assigned   duties  and
responsibilities,  adhering to the covenants  contained in  paragraphs  7(a) and
7(b) of this Agreement,  and complying with the policies and procedures  related
to the Company's operation of its Business.

     4. Term.  The Term of employment  hereunder  will commence on the Effective
Date as set forth above,  and finish three (3) year from the Effective Date, and
can be renewed every year for one (1) year thereafter based on the mutual desire
by the  parties,  unless  this  Agreement  shall  have been  earlier  terminated
pursuant to Section 7 of this Agreement.

     5. Compensation.

     a. Salary. The Employee shall be paid a base salary,  payable in accordance
with the  Company's  policies from time to time for salaried  employees,  at the
rate of ten thousand dollars ($10,000) per month.

     b. Stock & Options.  The Employee shall receive options under the Company's
2004 Stock Equity Plan. The options shall be  exercisable  for a (3) year period
of time from the date of vesting.

     6. Consequences of Termination of Employment.

     a.  Disability.  In the event of the  Employee's  disability,  the Employee
shall be entitled to compensation  in accordance  with the Company's  disability
compensation practice for its salaried employees. "Disability," for the purposes
of this  Agreement,  shall be  deemed  to have  occurred  in the  event  (A) the
Employee  is unable by reason of  sickness  or  accident,  to perform his duties
under this  Agreement  for an aggregate of 90 days in any 12-month  period or 45
consecutive  days,  or (B) the  Employee  has a guardian of his person or estate
appointed by a court of competent  jurisdiction.  Termination  due to disability
shall be deemed to have occurred  upon the first day of the month  following the
determination of disability as defined in the preceding sentence.


     b. Termination by the Company for Cause.

     i.   Nothing herein shall prevent the Company from terminating the Employee
          for "Cause," as  hereinafter  defined.  The Employee shall continue to
          receive  salary  only  for the  period  ending  with  the date of such
          termination  as provided in this Section 6(b). Any rights and benefits
          the  Employee may have in respect of any other  compensation  shall be
          determined  in  accordance  with the terms of such other  compensation
          arrangements or such plans or programs.

     ii.  Either party may terminate without cause on 30 days written notice. In
          this  eventuality,  all  vested  options  will be  fully  owned by the
          Employee.

     iii. "Cause" shall mean (A) committing or participating in an injurious act
          of fraud, gross neglect, misrepresentation, embezzlement or dishonesty
          against the Company;  (B)  committing  or  participating  in any other
          injurious  act or omission  wantonly,  willfully,  recklessly  or in a
          manner which was grossly negligent

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<PAGE>
          against  the  Company,  monetarily  or  otherwise;  (C)  engaging in a
          criminal enterprise involving moral turpitude;  (D) an act or acts (1)
          constituting a felony under the laws of the United States or any state
          thereof;  or (2) if applicable,  loss of any state or federal  license
          required for the Employee to perform the Employee's material duties or
          responsibilities  for the Company;  (E) the  Employee's  breach of any
          provision of this  Agreement;  or (F) any assignment of this Agreement
          by the Employee in violation of Section 13 of this Agreement.

     iv.  Notwithstanding  anything  else  contained  in  this  Agreement,  this
          Agreement will not be deemed to have been  terminated for Cause unless
          and until there shall have been  delivered to the Employee a notice of
          termination  stating that the Employee  committed  one of the types of
          conduct,  notwithstanding  anything  contained herein to the contrary,
          this  Agreement  may be  terminated  (i) at any time  upon the  mutual
          written  consent of the  Company and the  Employee;  or (ii) by either
          party giving 30 days prior written notice to the other. During such 30
          day period, only the Employee shall continue to perform the Employee's
          duties pursuant to this  Agreement,  and the Company shall continue to
          compensate the Employee in accordance with this Agreement.

     d. Death.  In the event of the death of the Employee during the Term of the
Agreement,  compensation shall be paid to the Employee's designated beneficiary,
or,  in  the  absence  of  such  designation,  to  the  estate  or  other  legal
representative  of the  Employee  for a period of one hundred  eighty (180) days
from and after the date of death.  Other death  benefits  will be  determined in
accordance with the terms of the Company's benefit programs and plans.

     7. Covenant Not to Compete and Non-Disclosure of Information

     a. Covenant Not to Compete.  The Employee  acknowledges  and recognizes the
highly competitive nature of the Company's Business and the goodwill,  continued
patronage, and specifically the names and addresses of the Company's Clients (as
hereinafter  defined)  constitute a substantial asset of the Company having been
acquired  through   considerable  time,  money  and  effort.   Accordingly,   in
consideration  of the execution of this  Agreement,  the Employee  agrees to the
following:

     i.   That during the Restricted Period (as hereinafter  defined) and within
          the Restricted Area (as hereinafter  defined),  the Employee will not,
          individually  or in conjunction  with others,  directly or indirectly,
          engage in any Business Activities (as hereinafter defined), whether as
          an  officer,  director,  proprietor,  employer,  partner,  independent
          contractor,  investor  (other than as a holder solely as an investment
          of less than one percent (1%) of the  outstanding  capital  stock of a
          publicly traded corporation), consultant, advisor, agent or otherwise.

     ii.  That during the Restricted  Period and within the Restricted Area, the
          Employee will not, directly or indirectly, compete with the Company by
          soliciting, inducing or influencing any of the Company's Clients which
          have a business  relationship  with the Company at the time during the
          Restricted  Period  to  discontinue  or  reduce  the  extent  of  such
          relationship with the Company.


Initials _________   _________


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<PAGE>

     iii. That during the Restricted  Period and within the Restricted Area, the
          Employee  will not (A)  directly  or  indirectly  recruit,  solicit or
          otherwise influence any employee or agent of the

Company to discontinue such employment or agency  relationship with the Company,
or (B) employ or seek to employ,  or cause or permit any business which competes
directly  or  indirectly  with  the  Business  Activities  of the  Company  (the
"Competitive Business") to employ or seek to employ for any Competitive Business
employs or seeks to employ such person employed by the Company.

     iv.  That during the  Restricted  Period the  Employee  will not  interfere
          with,  or  disrupt  or  attempt  to  disrupt  any  past,   present  or
          prospective  relationship,   contractual  or  otherwise,  between  the
          Company and any supplier, customer or agent of the Company.

     b.  Non-Disclosure  of  Information.  The  Employee  acknowledges  that the
Company's trade secrets, private or secret processes, methods and ideas, as they
exist from time to time, customer lists and information concerning the Company's
products,  services,  training  methods,  development,   technical  information,
marketing  activities and  procedures,  credit and financial data concerning the
Company  and/or  the  Company's  Clients  (the  "Proprietary  Information")  are
valuable,  special and unique assets of the Company,  access to and knowledge of
which are essential to the  performance of the Employee  hereunder.  In light of
the highly competitive nature of the industry in which the company's business is
conducted, the Employee agrees that all Proprietary  Information,  heretofore or
in the future obtained by the Employee as a result of the Employee's association
with the Company shall be considered confidential.

     In recognition of this fact, the Employee agrees that the Employee,  during
the  Restricted  Period,  will  not  use or  disclose  any of  such  Proprietary
Information  for the Employee's own purposes or for the benefit of any person or
other entity or organization (except the Company) under any circumstances unless
such Proprietary  Information has been publicly  disclosed  generally or, unless
upon written advice of legal counsel reasonably satisfactory to the Company, the
Employee is legally required to disclose such Proprietary Information. Documents
(as  hereinafter  defined)  prepared  by the  Employee  or that  come  into  the
Employee's possession during the Employee's association with the Company are and
remain the property of the Company,  and when this  Agreement  terminates,  such
Documents  shall be returned to the Company at the Company's  principal place of
business, as provided in the Notices provision (Section 9) of this Agreement.

     c. Documents.  "Documents"  shall mean all original written,  recorded,  or
graphic matters whatsoever,  and any and all copies thereof,  including, but not
limited to: papers;  email;  books;  records;  tangible things;  correspondence;
communications;  telex messages;  memoranda;  work-papers;  reports; affidavits;
statements;  summaries; analyses;  evaluations;  client records and information;
agreements; agendas; advertisements;  instructions; charges; manuals; brochures;
publications; directories; industry lists; schedules; price lists; client lists;
statistical  records;  training manuals;  computer printouts;  books of account;
records and invoices reflecting business  operations;  all things similar to any
of the  foregoing  however  denominated.  In all cases where  originals  are not
available,  the term  "Documents"  shall also mean identical  copies of original
documents or non-identical copies thereof.

Initials _________   _________

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<PAGE>
     d. Company's  Clients.  The  "Company's  Clients" shall be deemed to be any
persons,   partnerships,   corporations,   professional  associations  or  other
organizations for whom the Company has performed Business Activities.

     e. Restricted Period.  The "Restricted  Period" shall be deemed as the term
of this Agreement and six (6) months following termination of this Agreement.

     f. Restricted  Area. The Restricted Area shall be deemed to mean within any
county of any state in which the  Company  is  providing  service at the time of
termination of this Agreement.

     g. Business  Activities.  "Business  Activities" shall be deemed to include
the  Business  and any  additional  activities  that the  Company  or any of its
affiliates may engage in during the term of this Agreement.

     h. Covenants as Essential  Elements of this Agreement.  It is understood by
and  between  the  parties  hereto that the  foregoing  covenants  contained  in
Sections 7(a) and 7(b) are essential  elements of this  Agreement,  and that but
for the  agreement  by the Employee to comply with such  covenants,  the Company
would  not have  agreed to enter  into this  Agreement.  Such  covenants  by the
Employee shall be construed to be agreements independent of any other provisions
of this Agreement.  The existence of any other claim or cause of action, whether
predicated on any other provision in this Agreement,  or otherwise,  as a result
of the  relationship  between the parties shall not  constitute a defense to the
enforcement of such covenants against the Employee.

     i. Survival After Termination of Agreement. Notwithstanding anything to the
contrary  contained in this  Agreement,  the covenants in Sections 7(a) and 7(b)
shall survive the  termination of this  Agreement and the Employee's  employment
with the Company.

     j. Remedies.

     i.   The Employee  acknowledges and agrees that the Company's remedy at law
          for a breach or threatened  breach of any of the provisions of Section
          7(a) or 7(b) herein would be inadequate and the breach shall be per se
          deemed as causing  irreparable harm to the Company.  In recognition of
          this  fact,  in the  event of a breach  or  threatened  breach  by the
          Employee  of any of the  provisions  of  Section  7(a)  or  7(b),  the
          Employee  agrees that,  in addition to any remedy at law  available to
          the  Company,  including,  but not  limited to monetary  damages,  all
          rights of the  Employee to payment or otherwise  under this  Agreement
          and all  amounts  then or  thereafter  due to the  Employee  from  the
          Company  under  this  Agreement  may be  terminated  and the  Company,
          without  posting  any  bond,  shall be  entitled  to  obtain,  and the
          Employee  agrees not to oppose the  Company's  request  for  equitable
          relief  in the form of  specific  performance,  temporary  restraining
          order, temporary or permanent injunction or any other equitable remedy
          which may then be available to the Company.

     ii.  The Employee acknowledges that the granting of a temporary injunction,
          temporary restraining order or permanent injunction merely prohibiting
          the use of  Proprietary  Information  would not be an adequate  remedy
          upon  breach  or  threatened  breach  of  Section  7(a)  or  7(b)  and
          consequently agrees, upon proof of any such breach, to the granting of
          injunctive  relief  prohibiting  any  form  of  competition  with  the
          Company.  Nothing herein  contained  shall be construed as prohibiting
          the Company from pursuing any other remedies  available to it for such
          breach or threatened breach.

Initials _________   _________


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<PAGE>

     8.  Withholding.  Anything to the  contrary  notwithstanding,  all payments
required to be made by the Company  hereunder to the Employee or the  Employee's
estate or beneficiaries  shall be subject to the withholding of such amounts, if
any, relating to tax and other payroll deductions,  the Company may accept other
arrangements  pursuant to which it is satisfied  that such tax and other payroll
obligations  will be satisfied in a manner  complying  with  applicable  law and
regulation.

     9. Notices. Any notice required or permitted to be given under the terms of
this Agreement  shall be sufficient if in writing and if sent postage prepaid by
registered or certified mail, return receipt requested,  by overnight  delivery;
by  courier;  or by  confirmed  telecopy,  in the  case of the  Employee  to the
Employee's  last place of business or  residence  as shown on the records of the
Company,  or in the case of the Company to its principal  office as set forth in
the  first  paragraph  of this  Agreement,  or at  such  other  place  as it may
designate.

     10. Waiver.  Unless agreed in writing,  the failure of either party, at any
time, to require performance by the other of any provisions  hereunder shall not
affect its right  thereafter  to enforce the same,  nor shall a waiver by either
party of any breach of any  provision  hereof be taken or held to be a wavier of
any  other  preceding  or  succeeding  breach of any term or  provision  of this
Agreement.  No extension of time for the  performance  of any  obligation or act
shall be  deemed to be an  extension  of time for the  performance  of any other
obligation or act hereunder.

     11.  Completeness and Modification.  This Agreement  constitutes the entire
understanding   between   the   parties   hereto   superseding   all  prior  and
contemporaneous agreements or understandings among the parties hereto concerning
the Employment Agreement. This Agreement may be amended, modified, superseded or
canceled,  and  any of the  terms,  covenants,  representations,  warranties  or
conditions hereof may be waived,  only by a written  instrument  executed by the
parties or, in the case of a waiver, by the party to be charged.

     12.   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of which shall be deemed an original  but all of which shall
constitute but one agreement.

     13. Binding  Effect/Assignment.  This  Agreement  shall be binding upon the
parties hereto, their heirs, legal representatives, successors and assigns. This
Agreement shall not be assignable by the Employee but shall be assignable by the
Company in connection with the sale,  transfer or other  disposition of any part
or all of its business or to any of the  Company's  affiliates  controlled by or
under common control with the Company.

     14.  Governing  Law.  This  Agreement  shall become valid when executed and
accepted  by the  Company.  The  parties  agree that it shall be deemed made and
entered into in the State of Illinois and shall be exclusively governed,  venued
and construed  under and in  accordance  with the laws of the State of Illinois.
Anything in this Agreement to the contrary  notwithstanding,  the Employee shall
conduct the Employee's  business in a lawful manner and  faithfully  comply with
applicable laws or regulations of the state, city or other political subdivision
in which the Employee is located.

     15. Further  Assurances.  All parties hereto shall execute and deliver such
other  instruments  and do such other acts as may be  necessary to carry out the
intent and purposes of this Agreement.


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<PAGE>
     16.  Headings.  The headings of the sections are for  convenience  only and
shall not  control or affect the meaning or  construction  or limit the scope or
intent of any of the provisions of this Agreement.

     17. Survival. Any termination of this Agreement shall not, however,  affect
the ongoing provisions of this Agreement which shall survive such termination in
accordance with their terms.

     18. Severability. The invalidity or unenforceability,  in whole or in part,
of any covenant, promise or undertaking, or any section, subsection,  paragraph,
sentence, clause, phrase or word or of any provision of this Agreement shall not
affect the validity or enforceability of the remaining portions thereof.

     19.  Enforcement.  Should it become  necessary  for any party to  institute
legal  action to  enforce  the  terms  and  conditions  of this  Agreement,  the
successful  party will be awarded  reasonable  attorneys'  fees at all trial and
appellate levels, expenses and costs.

     20.  Venue.  Company  and  Employee  acknowledge  and  agree  that the U.S.
District  for  the  Northern  District  of  Illinois,  or if  such  court  lacks
jurisdiction, the Nineteenth Judicial Circuit (or its successor) in and for Lake
County,  Illinois,  shall be the venue and  exclusive  proper  forum in which to
adjudicate any case or controversy arising either, directly or indirectly, under
or in connection  with this Agreement and the parties further agree that, in the
event of litigation arising out of or in connection with this Agreement in these
courts,  they will not contest or challenge the  jurisdiction  or venue of these
courts.

     21. Construction. This Agreement shall be construed within the fair meaning
of each of its terms and not against the party drafting the document.

     22. Independent Legal Counsel. The parties have either (i) been represented
by independent legal counsel in connection with the negotiation and execution of
this Agreement, or (ii) each has had the opportunity to obtain independent legal
counsel,  has been advised  that it is in their best  interests to do so, and by
execution of this Agreement has waived such right.

     23. Facsimile Copies.  All duly executed facsimile copies are fully binding
under any and all applicable laws.

THE EMPLOYEE  ACKNOWLEDGES  THAT HE HAS READ ALL OF THE TERMS OF THIS AGREEMENT,
UNDERSTANDS THE AGREEMENT, AND AGREES TO ABIDE BY ITS TERMS AND CONDITIONS.


         WITNESSED      BY:                         BY:
         CIRCLE GROUP HOLDINGS, INC.

         /s/ Dana L. Dabney                         /s/ Gregory J. Halpern
         --------------------------                 -----------------------
         Dana L. Dabney , CFO                       Gregory J. Halpern
         Circle Group Holdings, Inc.