LICENSE AGREEMENT

This LICENSE AGREEMENT ("Agreement") is made and entered into  as
of  this  26th  day of June, 2000, between TORSO TIGER,  INC.,  a
California  corporation ("TT"), located at 1119 Colorado  Avenue,
Suite  104, Santa Monica, California 90401, on the one hand,  and
INFOTOPIA, INC., a Nevada corporation ("Infotopia"), on the other
hand,   located   at   43  Taunton  Green,  Suite   5,   Taunton,
Massachusetts 02780.

RECITALS
WHEREAS,  Infotopia is in the business, among  other  things,  of
advertising,   promoting,  marketing,  selling  and  distributing
products  in  various  media, including  television,  print,  and
retail; and
WHEREAS,   Infotopia  desires  to  license  from  TT  rights   to
advertise,  promote,  market,  sell,  distribute  and   otherwise
exploit that certain abdominal fitness product currently known as
"Torso Tiger" and all improvements and modifications thereof (the
"Product")  and  Infotopia desires to engage  TT  to  manage  the
advertisement,  promotion,  marketing,  sale,  distribution   and
exploitation of the Product on behalf of Infotopia,  as  well  as
any  additional products mutually agreed-upon by the parties, all
in accordance with the terms and conditions set forth herein.

                            AGREEMENT
NOW,  THEREFORE,  in  consideration of the  mutual  promises  and
covenants  contained  herein, and for  other  good  and  valuable
consideration,  the  receipt  and adequacy  of  which  is  hereby
acknowledged, the parties agree as follows:

1.   Rights Granted. (a) In consideration of the compensation set
forth  below, TT hereby grants and licenses to Infotopia, subject
to  the  satisfaction of the conditions precedent  set  forth  in
Paragraphs  5(a) and 3(b) hereof and the provisions contained  in
this  Agreement, the exclusive worldwide rights during  the  Term
(as   defined   below)  to  advertise,  promote,  market,   sell,
distribute  and  exploit the Product and related Upsells  by  any
manner  and  in  any  and  all media and  markets  now  known  or
hereafter  devised  ("Rights"),  including,  without  limitation,
airing  the  Infomercial  (as  defined  below),  commercial   and
promotional  spots on broadcast, cable, satellite and  all  other
forms  of  television  transmission  now  existing  or  hereafter
developed,  television shopping programs such  as  QVC  and  HSN,
radio,  internet,  all  print media,  direct  mail  solicitation,
inbound  and  outbound telemarketing, catalog  sales,  continuity
program,  retail  sales  and  all  other  channels  or  means  of
distribution  now  existing  or  hereafter  developed.  The  term
"Infomercial" shall mean that current twenty-eight minute  thirty
second (28:30) television commercial designed to sell the Product
by  means  of  direct  response by the customer,  and  any  parts
thereof.  The  term "Upsell" shall mean any and all  products  or
services,  which  may include the Product, that are  offered  for
sale  as  part  of  or  in  connection with  the  airing  of  the
Infomercial.

(b)   In  connection with the Rights granted by TT  to  Infotopia
hereunder, TT hereby grants to Infotopia the exclusive license to
use   all   copyrights,  patents,  trademarks   and   all   other
intellectual  property  relating to the Product  owned,  licensed
and/or  controlled by TT. TT represents and warrants that  copies
of any patent applications, patent licenses, patents, copyrights,
copyright  registrations, trademarks and trademark  registrations
which  it  may  own, license and/or control with respect  to  the
Product shall be provided to Infotopia upon request. In addition,
TT  hereby grants to Infotopia the exclusive license (i)  to  use
any  and  all artwork and promotional materials, if any, that  TT
may  own, license and/or control with respect to the Product, and
(ii)  to use the names, likenesses, endorsements and testimonials
of  all  endorsers and other persons respect to the Product,  but
only  to  the  extent  of  TT's  rights  relating  thereto.   All
copyrights,   patents,  trademarks  and  all  other  intellectual
property   relating  to  the  Product  owned,   licensed   and/or
controlled  by  TT  shall remain the sole  property  of  TT,  and
neither  Infotopia nor any third party shall acquire  any  right,
title  or  interest  in such copyrights, patents,  trademarks  or
other  intellectual  property  by virtue  of  this  Agreement  or
otherwise.  Any  unauthorized use of  such  copyrights,  patents,
trademarks or other intellectual property by Infotopia  shall  be
deemed  an  infringement of the rights of TT  therein.  Infotopia
shall  not  in  any  way  or at any time dispute  or  attack  the
validity  or  contest  the rights of TT in  or  to  any  of  such
copyrights, patents, trademarks or other intellectual property.

(c)   All  of  the Rights set forth in this Paragraph  1  may  be
exercised and exploited by Infotopia only in accordance with  the
prior  approval  of TT and such Rights may not be  exercised  and
exploited   by  Infotopia  in  any  manner  without  the   direct
participation of TT.

2.    Engagement  of  TT; Services of TT.  (a)   Subject  to  the
satisfaction of the conditions precedent set forth in  Paragraphs
5(a)  and  3(b)  hereof,  Infotopia hereby  engages  TT  and  its
designees  to  render  TT's  services  as  Infotopia's  exclusive
management  company during the Term of this Agreement  to  manage
and   oversee   all  operations  relating  to  the   advertising,
promotion,  manufacturing,  sale,  marketing,  distribution   and
exploitation  of the Product and related Upsells, and  TT  hereby
accepts  such  engagement, all on the terms  and  conditions  set
forth  herein. Infotopia understands that TT shall have the right
to render services to other persons, firms or corporations either
in  the  capacity in which TT is engaged hereunder, or otherwise,
as well as to engage in any and all other business activities and
to  devote  such  time  as  it may seem advisable,  in  its  sole
discretion, to such businesses.

(b)    During  the  Term  of  this  Agreement,  TT,  subject   to
Infotopia's  performance  of  its  obligations  hereunder,  shall
manage  and  oversee all operations relating to the  advertising,
promotion,  manufacturing,  sale,  marketing,  distribution   and
exploitation of the Product and related Upsells, including:
     (i)  coordination  of  advertising  and  promotion  for  the
          Product and Upsells;
     (ii) coordination of telemarketing services;
     (iii)     coordination of television media buying;
     (iv) coordination of fulfillment;
     (v)  implementation of continuity program;
     (vi) coordination  of the manufacturing of the  Product  and
          Upsells;
(vii)    implementation of non-television distribution channels
    for the Product and Upsells;
     (viii)     coordination  of customer service  regarding  the
          Product and Upsells;
     (ix) oversee  all  transactional,  financial,  business  and
          contractual  matters relating to the marketing  of  the
          Product,  including the negotiation  of  contracts  (in
          consultation  with  Infotopia) for  all  of  the  above
          services ; and
     (x)  providing   general   management,  administrative   and
          bookkeeping  services with respect  to  the  day-to-day
          operations  of  the marketing and distribution  of  the
          Product,  including generating monthly  statements  and
          computing and disbursing "Adjusted Gross Revenues"  (as
          defined below) to Infotopia and royalties hereunder  to
          TT.

(c)   Infotopia  agrees  to  open and maintain  a  separate  bank
account  for  the exclusive use of TT for the purposes  hereunder
("Bank  Account") (a) in which all Gross Sales Revenues  and  the
Wholesale  Selling Price shall be deposited,  (b)  in  which  all
Costs  (as  defined in Paragraph 3(a) hereof) shall be deposited,
(c)  from  which  all  Costs shall be paid, (d)  from  which  all
royalties  and  bonuses hereunder due to TT shall be  distributed
and  paid and (e) from which all Adjusted Gross Revenues  due  to
Infotopia shall be distributed. TT and Infotopia may from time to
time  agree  that  some of the Costs shall be paid  by  Infotopia
directly to the manufacturer of the Product or other vendors. The
sole signatories on the Bank Account shall be representatives  of
Rigney Friedman Business Management, Inc.

3.   Obligations of Infotopia.     (a)  Infotopia shall be solely
responsible to fund and deposit into the Bank Account  all  fees,
costs and expenses (collectively, "Costs") in connection with the
management  by  TT of the advertising, promotion,  manufacturing,
sale, marketing, distribution and exploitation of the Product and
related  Upsells, including, without limitation,  production  and
post-production  costs; media costs; Product and  Upsells  costs;
manufacturing   costs;   freight   and   transportation    costs;
telemarketing  costs;  fulfillment costs; credit  card  and  bank
costs;  packaging costs; marketing costs; customer service costs;
training       costs;      professional       service       fees;
celebrity/talent/experts  fees  and  royalties  and   testimonial
costs;  internet  costs; third party license  fees;  third  party
marketing commissions; insurance costs; management, personnel and
overhead  costs (management, personnel and overhead  costs  on  a
monthly  basis up to twenty-six thousand dollars ($26,000)  shall
be  deemed  pre-approved by Infotopia hereunder);  travel  costs;
returns,  refunds,  chargebacks and  bad  debts;  and  all  other
documented out-of-pocket expenses incurred in connection with the
transactions contemplated hereunder and approved by Infotopia and
TT. TT shall have no responsibility whatsoever to pay for any  of
such fees, costs and expenses.

(b)   Concurrently with the consummation of the  transaction  set
forth  in  Paragraph  5(a) hereof, (i) Infotopia  shall  place  a
purchase order for twenty thousand (20,000) units of the Product,
seven  thousand  two hundred (7,200) Fast Cat  upsell  units  and
three  thousand  (3,000)  bottles of  Ultimate  Slimming  Formula
upsell  units, and Infotopia shall pay at such time  for  all  of
such units at TT's current manufacturing cost, including freight,
transportation  and  insurance charges and (ii)  Infotopia  shall
authorize TT to place on its behalf a television media  order  to
broadcast the Infomercial in the amount of Three Hundred Thousand
Dollars ($300,000), and Infotopia shall pay at such time for such
media order.

(c)   Infotopia shall also authorize TT to place on its behalf  a
minimum  of  Two  Hundred Fifty Thousand  Dollars  ($250,000)  in
weekly television media to broadcast the Infomercial for so  long
as  the  ratio  of Gross Television Sales Revenues to  Costs  Per
Order  is  2.3/1 or greater, on a weekly basis. "Gross Television
Sales  Revenues" shall mean all gross revenues actually  received
by  TT  or  its  designees on behalf of Infotopia in  respect  of
worldwide  sales and exploitation of the Product and  Upsells  by
any  means and media other than retail in direct response to  the
airing  of the Infomercial, excluding (i) sales, excise,  use  or
any  other  taxes,  and (ii) actual returns, actual  refunds  and
actual chargebacks. "Costs Per Order" shall mean the media  costs
incurred in order to sell the Product and related Upsells through
the  airing  of  the  Infomercial. Infotopia  agrees  to  provide
sufficient funding on an on-going basis required to maintain such
media  minimums for so long as such ratio is maintained at  2.3/1
or  greater,  including, without limitation, funding  for  media,
Product  units and Upsell units. In the event that (i)  Infotopia
fails  to  fund  a minimum of Two Hundred Fifty Thousand  Dollars
($250,000)  in television media to broadcast the Infomercial  for
any  week  when the ratio of Gross Television Sales  Revenues  to
Costs  Per  Order for the previous week was 2.3/1 or  greater  or
(ii) Infotopia fails to fund an amount equal to One Hundred Fifty
Thousand Dollars ($150,000) in television media to broadcast  the
Infomercial for any week when the ratio of Gross Television Sales
Revenues  to Costs Per Order for the previous week was less  than
2.3/1,  TT  shall  be permitted to supplement  Infotopia's  media
order with TT's own media order to broadcast the Infomercial  for
TT's  own account and to take any and all other actions necessary
to  fulfill orders for Products and Upsells relating to TT's  own
media  order for TT's own account, including, without limitation,
purchasing Product and Upsell units; provided that, with  respect
to  such supplemental media purchased by TT in the case of clause
(ii)  above, TT shall pay to Infotopia a reverse royalty  in  the
amount  of  five  percent  (5%) of Adjusted  Gross  Revenues  (as
defined  below)  derived from such supplemental media,  excluding
from  such definition Wholesale Selling Price, royalties  payable
to TT hereunder and the reserve for working capital.

(d)   At  all times during the Term of this Agreement,  Infotopia
shall  maintain a minimum amount of working capital in  the  Bank
Account  maintained by TT equal to not less than one (1) week  of
estimated Costs determined by TT and Infotopia to be required for
the   advertising,  promotion,  manufacturing,  sale,  marketing,
distribution and exploitation of the Product and related  Upsells
("Minimum Working Capital"). Infotopia shall send weekly by  wire
transfer  in  immediately available funds an  amount  of  working
capital into the Bank Account equal to the amount reflected on  a
weekly  cash  flow  projection prepared by  TT  and  approved  by
Infotopia.

(e)   Every month during the first twelve (12) months of the Term
of  this  Agreement  Infotopia shall order  a  minimum  of  seven
thousand two hundred (7,200) units of the Product and pay at such
time  for  all of such units at TT's current manufacturing  cost,
including freight, transportation and insurance charges.

(f)   Within three (3) business days after the execution of  this
Agreement,  Infotopia shall send by wire transfer in  immediately
available  funds an amount equal to Twenty-five Thousand  Dollars
($25,000)  to  Rigney Friedman Business Management,  Inc.'s  bank
account  for  the benefit of TT. If the conditions precedent  set
forth  in  Paragraphs 5(a) and 3(b) hereof are not satisfied  for
any  reason,  Rigney  Friedman Business  Management,  Inc.  shall
release  such funds to TT. If the conditions precedent set  forth
in Paragraphs 5(a) and 3(b) hereof are satisfied, Rigney Friedman
Business  Management, Inc. shall release such funds to  the  Bank
Account.

4.    Compensation  to  TT for License. In consideration  of  the
license  by  TT  of the Rights set forth herein, Infotopia  shall
compensate  TT  as  follows, subject to the satisfaction  of  the
conditions  precedent  set  forth in  Paragraphs  5(a)  and  3(b)
hereof:

(a)   Infotopia shall issue to TT or its designees, in accordance
with  all  applicable securities laws, shares of  its  restricted
common  stock,  validly  issued, fully paid  and  non-assessable,
equal to Five Hundred Thousand Dollars ($500,000) at the price of
fifteen  cents ($0.15) per share. Such shares shall be  Rule  144
restricted  shares. In the event such shares are  not  valued  at
Five  Hundred Thousand Dollars ($500,000) at the time such shares
become  free  trading, Infotopia shall, at TT's election,  either
pay  to  TT  or its designees the difference in cash between  the
value  of  such  shares  at such time and Five  Hundred  Thousand
Dollars  ($500,000)  or issue to TT or its  designees  additional
shares of Infotopia common stock or warrants or stock options  to
purchase  shares  of  Infotopia  common  stock,  in  either  case
necessary to achieve an aggregate value of Five Hundred  Thousand
Dollars  ($500,000).  If at any time Infotopia  ceases  to  be  a
publicly  traded company and TT or its designees  have  not  sold
such  shares prior to such time, Infotopia shall pay  TT  or  its
designees  an  amount  equal  to Five  Hundred  Thousand  Dollars
($500,000).

(b)   Infotopia  shall  be  obligated to  register  some  of  its
securities  for  sale for its own account or for the  account  of
other persons within six (6) months of the date hereof. Infotopia
shall at such time give written notice ("Infotopia's Notice"), at
its expense, to TT of its intention to do so at least thirty (30)
days prior to the filing of a registration statement with respect
to such registration with the Securities and Exchange Commission.
Unless  Infotopia receives notice from TT to the contrary  within
ten  (10)  business days after Infotopia's Notice is received  by
TT,  Infotopia  shall cause all of TT's shares to  be  registered
under   the   Securities  Act  in  connection  with   Infotopia's
registration so as to permit the sale by TT of TT's  shares.  All
expenses incurred in effecting any registration pursuant to  this
subparagraph, including, without limitation, all registration and
filing fees, printing expenses, expenses of compliance with  blue
sky  laws  and  fees and disbursements of counsel for  Infotopia,
shall  be  borne by Infotopia. The foregoing registration  rights
shall apply to TT's designees if the Infotopia shares were issued
to said designees.

(c)   Infotopia represents, warrants and covenants that  it  will
comply   with  Rule  144  in  all  respects,  including,  without
limitation,  Rule  144(c)  (1) and (2).  If  Infotopia  fails  to
register  such  restricted shares as set forth in Paragraph  4(b)
above,  Infotopia  shall  issue  to  TT  or  its  designees,   in
accordance with all applicable securities laws, at TT's election,
shares  of its common stock, validly issued, fully paid and  non-
assessable,  or warrants or stock options to purchase  shares  of
Infotopia  common  stock at an exercise price  of  fifteen  cents
($0.15)  per share, equal in market value to One Hundred Thousand
Dollars  ($100,000). The parties hereto agree that such  issuance
is not intended to be in full or complete satisfaction of any dam
ages  arising out of such default or breach by Infotopia and that
such  issuance shall not preclude any action or remedy  available
to  TT  with  respect  to such default or  breach  by  Infotopia.
Moreover, in such event, TT or its designees shall be entitled to
exercise  a  "put"  right  to Infotopia upon  written  notice  to
Infotopia,  pursuant  to which Infotopia shall  be  obligated  to
purchase  such  restricted shares from TT or its designees  at  a
purchase price equal to the value of such shares at the  time  of
such  written  notice,  but in no event less  than  Five  Hundred
Thousand  Dollars  ($500,000) regardless of  the  value  of  such
shares at such time.

5.    Compensation  to TT for Services. In consideration  of  the
services  to  be  rendered by TT as set forth  herein,  Infotopia
shall compensate TT during the Term as follows:

(a)   TT  shall receive a weekly royalty of five percent (5%)  of
one hundred percent (100%) of Gross Sales Revenues of the Product
and  Upsells from worldwide sales and exploitation of the Product
and  Upsells  by  any means and media other than  retail.  "Gross
Sales  Revenues" shall mean all gross revenues actually  received
by TT or its designees on behalf of Infotopia in respect of sales
and  exploitation  of the Product and Upsells by  any  means  and
media other than retail, excluding (i) sales, excise, use or  any
other  taxes, and (ii) actual returns, actual refunds and  actual
chargebacks.

(b)  TT shall receive a weekly royalty of seventeen percent (17%)
of one hundred percent (100%) of the "Wholesale Selling Price" of
the   Product  and  Upsells  from  worldwide  retail  sales   and
exploitation  of  the  Product  and Upsells,  including,  without
limitation, internet sales through torsotiger.com and third party
internet  sales. "Wholesale Selling Price" shall mean  the  gross
amount  invoiced by TT or its designee on behalf of Infotopia  to
retailers  and/or  distributors  for  resale  to  consumers   and
actually  received by TT or its designees on behalf of  Infotopia
in  respect  of  worldwide retail sales and exploitation  of  the
Product  and  Upsells, excluding (i) sales, excise,  use  or  any
other  taxes, and (ii) actual returns, actual refunds and  actual
chargebacks.

(c)   TT shall receive an additional contingent cash bonus  equal
to  Two Hundred Fifty Thousand Dollars ($250,000), payable within
fifteen  (15) business days following the achievement  by  TT  on
behalf  of  Infotopia of Gross Sales Revenues and  the  Wholesale
Selling  Price  from  worldwide sales  and  exploitation  of  the
Product and Upsells by any means and media of Ten Million Dollars
($10,000,000)  or  One Million Dollars ($1,000,000)  in  Adjusted
Gross Revenues (as defined below) before taxes and excluding  the
reserve  against returns and the reserve for working capital  set
forth in Paragraph 6 hereof.

(d)   TT shall receive an additional contingent cash bonus  equal
to  One  Hundred  Thousand  Dollars  ($100,000),  payable  within
fifteen  (15)  business days following any month in the  calendar
year  2000  during  which  a minimum of  Eight  Hundred  Thousand
Dollars  ($800,000) in media is aired resulting  in  a  ratio  of
Gross  Television Sales Revenues to Costs Per Order of  2.5/1  or
greater  for  such month, up to a maximum bonus of Three  Hundred
Thousand Dollars ($300,000).

(e)   Notwithstanding anything to the contrary contained  herein,
"Gross  Sales Revenues" and "Wholesale Selling Price"  shall  not
include any gross revenues received by TT in respect of sales and
exploitation  of the Product and Upsells by any means  and  media
after the effectiveness of this Agreement (i.e., the satisfaction
of  the conditions precedent set forth in Paragraph 5(a) and 3(b)
hereof) to the extent such gross revenues are realized from sales
made,  or  purchase orders for units of the Product  and  Upsells
placed, prior to the effectiveness of this Agreement.

6.   Adjusted Gross Revenues (a) TT shall distribute to Infotopia
or  cause  to  be paid to Infotopia by the applicable fulfillment
house  all  "Adjusted  Gross  Revenues."  For  purposes  of  this
Agreement,  "Adjusted  Gross Revenues"  shall  mean  one  hundred
percent  (100%)  of  the Gross Sales Revenues and  the  Wholesale
Selling Price actually received by TT or its designees on  behalf
of Infotopia, plus any funds released from the holdback described
below,  less  all  Costs, a ten percent (10%) holdback  of  Gross
Sales  Revenues  and  the Wholesale Selling Price  as  a  reserve
against  returns,  refunds, chargebacks, bad  debts  and  similar
deductions  relating to Products and Upsells sold hereunder,  all
royalties  payable  to  TT hereunder and a  reserve  for  Minimum
Working Capital.

(b)    TT  makes  no  representations  or  warranties  that   the
advertising,  promoting, manufacturing, marketing,  distributing,
selling  and/or  exploiting of the Product and  Upsells  will  be
profitable  and  result  in  Adjusted Gross  Revenues.  Infotopia
acknowledges  that  any  sales projections  of  the  Product  and
Upsells provided to Infotopia by or on behalf of TT are estimates
only,  are  not  representations  that  sales  in  the  projected
quantity  will  be sold and provide no guarantees concerning  the
performance of the Product and Upsells.

7.    Accounting.    Adjusted Gross Revenues hereunder  shall  be
calculated  on  a weekly basis in conjunction with  the  business
management firm of Rigney Friedman Business Management, Inc., and
said  firm  shall  furnish  Infotopia monthly  with  an  itemized
statement  setting  forth  the  Gross  Sales  Revenues  and   the
Wholesale Selling Price during the preceding month together  with
the  computations  of  the Adjusted Gross Revenues  with  respect
thereto.  Monthly  statements shall be sent to  Infotopia  within
fifteen (15) days after the end of the preceding month. A  weekly
disbursement  shall be made to Infotopia for the  Adjusted  Gross
Revenues,  if  any,  for  the  preceding  week.  Infotopia,  upon
reasonable  prior  notice  to TT for administrative  convenience,
shall  have  the right to inspect, at TT's offices during  normal
business  hours,  the  books and records of  TT,  at  Infotopia's
expense, insofar as such books and records relate directly to the
computation of Adjusted Gross Revenues hereunder.

8.    Term of Agreement; Conditions Precedent; Kill Fee.      (a)
The  term of this Agreement (the "Term") shall commence and  this
Agreement  shall  be  effective  upon  the  satisfaction  of  the
conditions precedent set forth in Paragraphs 5(a) and 3(b) hereof
and  shall  continue until June 10, 2002 unless sooner terminated
in  accordance  with the provisions set forth  herein.  Upon  the
expiration of the Term, this Agreement may be extended for one or
more  additional periods on terms to be mutually agreed  upon  by
the parties hereto, with such extension(s) to occur not less than
thirty  (30)  days prior to the end of the Term or  any  extended
term.

(b)  If the conditions precedent set forth in Paragraphs 5(a) and
3(b) hereof are not satisfied for any reason, then this Agreement
shall  be void ab initio and of no force and effect and TT  shall
have no obligations whatsoever hereunder.

(c)   In  the  event  the  conditions  precedent  set  forth   in
Paragraphs 5(a) and 3(b) hereof are not satisfied for any reason,
Infotopia  shall  pay  to TT a "kill" fee  equal  to  Twenty-five
Thousand  Dollars  ($25,000)  in accordance  with  the  terms  of
Paragraph  3(f)  hereof.  This subparagraph  8(c)  shall  survive
notwithstanding  the fact that this Agreement shall  be  void  ab
initio  and  of no force and effect if such conditions  precedent
are not satisfied.

9.    Customer List. The name, address, telephone number,  credit
card information and all other customer data collected by TT  and
Infotopia relating to the Product and Upsell units sold after the
effectiveness  of  this  Agreement  during  the  Term  ("Customer
List"),  shall be jointly owned by TT and Infotopia.  Neither  TT
nor  Infotopia shall sell, lease, rent or otherwise transfer  all
or  any  portion of the Customer List to any third party  without
the written approval of the other party, which approval shall not
be unreasonably withheld or delayed.

10.  Infringement. TT agrees to take all steps and do all filings
and  registrations to maintain all copyrights,  patent  licenses,
trademarks  and all other intellectual property relating  to  the
Product  in force, all at Infotopia's expense. TT shall  promptly
notify   Infotopia   of   any  information   obtained   regarding
infringements  or imitations by third parties of the  Product  or
the   intellectual  property  relating  thereto.  In   connection
therewith,  TT agrees to fully cooperate with Infotopia  to  stop
such  infringement or imitations. Any recovery of  damages  shall
shared  on an equal basis by Infotopia and TT after deduction  of
all  costs  and  expenses  paid by  Infotopia  relating  to  such
infringement or imitations. Infotopia acknowledges that Infotopia
shall not, without the consent and/or participation of TT, defend
or   prosecute  any  action  relating  to  the  Product  or   the
intellectual property relating thereto, and that TT, at its  sole
discretion,  may elect to defend or prosecute, or to  participate
in the defense or prosecution of, any action relating thereto, at
Infotopia's expense. In the event that TT undertakes the  defense
or  prosecution  of  any litigation relating to  the  Product  or
intellectual property relating thereto, Infotopia agrees to fully
cooperate with TT in any such proceeding, to join with  TT  as  a
party to any action brought by TT if required or requested by TT,
and to execute any and all documents and do all acts which may be
necessary or of aid, at the determination of TT's legal  counsel,
to  carry  out such litigation. The provisions of this  Paragraph
shall survive any expiration or termination of this Agreement.

11.   Non-Compete.  During the Term of this Agreement,  TT  shall
not,  directly  or  indirectly, either alone or in  participation
with  any  other person or entity, engage in or be involved  with
marketing or distributing any other product substantially similar
in  design,  composition,  content or function  to  the  Product,
unless TT first offers Infotopia the right to participate in  the
marketing  and distribution thereof in accordance with the  terms
and  conditions  set forth in Paragraph 12 hereof.  At  any  time
during  the Term of this Agreement and for one (1) year following
the   date  of  expiration  or  termination  of  this  Agreement,
Infotopia shall not, directly or indirectly, either alone  or  in
participation with any other person or entity, engage  in  or  be
involved   with   the  advertisement,  promotion,  manufacturing,
marketing,  sale,  distribution  or  exploitation  of  any  other
product substantially similar in design, composition, content  or
function to the Product.

12.   Right  of First Refusal. During the Term of this Agreement,
TT  shall grant Infotopia a right of first refusal regarding  the
advertisement,   promotion,   manufacturing,   marketing,   sale,
distribution   and   exploitation  of  (i)  any   other   product
substantially similar in design, composition, content or function
to the Product that TT intends to develop and market and (ii) any
other  product  owned  and/or controlled by  TT  which  has  been
sufficiently  developed  for  potential  marketing,  distribution
and/or exploitation upon satisfaction of the condition that Gross
Sales  Revenues and the Wholesale Selling Price total ten million
dollars  ($10,000,000) as of the first anniversary  of  the  date
hereof. Infotopia shall have seven (7) business days to determine
whether Infotopia is interested in exploiting any product offered
by  TT  and in negotiating to acquire rights therein and thereto.
If  Infotopia  serves notice that Infotopia is not interested  in
any such product or fails to notify TT of its interest or lack of
interest  with  respect to such product, TT shall then  have  the
right to dispose of rights in and to such product or exploit such
product  in  any  manner it shall choose thereafter  without  any
further   obligation  to  Infotopia  with  respect  thereto.   If
Infotopia  serves  written notice that it is interested  in  such
product,  TT  will  negotiate in good faith with  Infotopia  with
respect  to  the  rights  in  and  to  such  product,.  If   such
negotiations  shall  not  result in a binding  written  agreement
between TT and Infotopia within a period of fifteen (15) business
days  from  the commencement of such negotiations, TT shall  then
have  the  right to dispose of rights in and to such  product  or
exploit  such  product in any manner it shall  choose  thereafter
without any further obligation to Infotopia with respect thereto.

13.   Representations and Warranties. Each party  represents  and
warrants to the other as follows:

(a)   It  has all requisite right, power and authority  to  enter
into this Agreement and to grant the rights set forth herein.

(b)   The execution and delivery of this Agreement by it and  the
performance  of its obligations hereunder, do not  and  will  not
conflict  with  or result in a breach of or a default  under  its
organizational  instruments or any other  agreement,  instrument,
order,  law or regulation applicable to it or by which it may  be
bound.

(c)   This  Agreement  has  been duly and  validly  executed  and
delivered  by  it  and constitutes its valid and legally  binding
obligation, enforceable in accordance with its terms.

(d)   It has not granted and will not grant any rights that would
conflict with or derogate from the rights granted to hereunder.

(e)   It has not previously entered into any agreement and  shall
not enter into any agreement that would conflict with or derogate
from the rights granted or the services to be rendered hereunder.

14.   Termination by Infotopia. (a) Infotopia shall be  permitted
to  terminate this Agreement immediately by written notice to  TT
upon  the occurrence of any of the following: (i) if TT  files  a
voluntary petition under the United States Bankruptcy Code;  (ii)
if  TT is the subject of an involuntary petition under the United
States  Bankruptcy Code which is not dismissed within sixty  (60)
days  after  the filing thereof; (iii) if TT makes an  assignment
for  the  benefit  of creditors, applies for or consents  to  the
appointment  of  any receiver or trustee of all or  any  material
part  of its property; or (iv) if TT institutes a dissolution  or
liquidation proceeding with respect to its business.

(b)   Infotopia  shall be permitted to terminate  this  Agreement
upon  the  breach by TT of any material representation, warranty,
covenant  or  agreement contained in this Agreement (unless  such
breach  is  the result of a force majeure event).  Prior  to  any
termination  pursuant to this subparagraph (b),  Infotopia  shall
give  TT  written notice of, and thirty (30) days to  cure,  such
breach, if such breach is curable, and if such breach is cured to
Infotopia's  satisfaction within such  thirty  (30)  day  period,
Infotopia shall not be permitted to terminate this Agreement.  If
such  breach  is  not curable (giving written notice  of  a  non-
curable  breach being the only requirement prior to  termination)
or  such  breach is not cured to Infotopia's satisfaction  within
such  thirty  (30)  day  period, this Agreement  shall  terminate
without  the need for further action by Infotopia. Such right  of
termination  shall  be  in  addition to  such  other  rights  and
remedies as Infotopia may have under applicable law.

15.   Termination by TT. (a)   TT shall be permitted to terminate
this  Agreement  immediately by written notice to Infotopia  upon
the occurrence of any of the following: (i) if Infotopia files  a
voluntary petition under the United States Bankruptcy Code;  (ii)
if  Infotopia is the subject of an involuntary petition under the
United States Bankruptcy Code which is not dismissed within sixty
(60)  days after the filing thereof; (iii) if Infotopia makes  an
assignment for the benefit of creditors, applies for or  consents
to  the  appointment of any receiver or trustee  of  all  or  any
material  part  of its property; (iv) if Infotopia  institutes  a
dissolution  or  liquidation  proceeding  with  respect  to   its
business;  or  (v)  if Infotopia ceases to be a  publicly  traded
company.

(b)   TT shall be permitted to terminate this Agreement upon  the
occurrence  of any of the following: (i) the breach by  Infotopia
of  Infotopia's  agreements contained in any of Paragraphs  1(c),
3(a),  3(c) or 3(d) of this Agreement, (ii) the unauthorized  use
by  Infotopia  of  the  Rights, (iii)  the  unauthorized  use  by
Infotopia  of  any  copyrights,  patents,  trademarks  or   other
intellectual  property  relating to the Product  owned,  licensed
and/or  controlled by TT or (iv) the non-payment by Infotopia  of
any amount due to TT hereunder. Prior to any termination pursuant
to  this subparagraph (b), TT shall give Infotopia written notice
of,  and  seven (7) business days to cure, such breach,  if  such
breach  is  curable  ,  and  if such  breach  is  cured  to  TT's
satisfaction within such seven (7) business day period, TT  shall
not  be permitted to terminate this Agreement. If such breach  is
not  curable (giving written notice of a non-curable breach being
the  only requirement prior to termination) or such breach is not
cured  to  TT's satisfaction within such seven (7)  business  day
period,  this  Agreement shall terminate  without  the  need  for
further  action  by  TT. Such right of termination  shall  be  in
addition  to such other rights and remedies as TT may have  under
applicable law.

(c)   TT shall be permitted to terminate this Agreement upon  the
occurrence  of any of the following: (i) the breach by  Infotopia
of  any  material representation, warranty, covenant or agreement
contained  in this Agreement other than as set forth in Paragraph
15(b)  above (unless such breach is the result of a force majeure
event)  or  (ii)  if  for any two (2) consecutive  month  periods
Infotopia  purchases  an amount of Product units  less  than  the
minimum  order specified in Paragraph 3(e) hereof. Prior  to  any
termination  pursuant to this subparagraph  (c),  TT  shall  give
Infotopia  written notice of, and thirty (30) days to cure,  such
breach, if such breach is curable, and if such breach is cured to
TT's  satisfaction within such thirty (30) day period,  TT  shall
not  be permitted to terminate this Agreement. If such breach  is
not  curable (giving written notice of a non-curable breach being
the  only requirement prior to termination) or such breach is not
cured  to  TT's satisfaction within such thirty (30) day  period,
this  Agreement  shall  terminate without the  need  for  further
action  by TT. Such right of termination shall be in addition  to
such  other  rights and remedies as TT may have under  applicable
law.

16.    Effect  of  Termination;  Sales  After  Termination.  Upon
termination  or  expiration  of this  Agreement  for  any  reason
whatsoever,  the  following shall occur:  (a)  all  Rights  shall
revert   to  TT  and  Infotopia  shall  have  no  further  rights
whatsoever  with  respect  to  the  Product,  Upsells   and   the
intellectual property relating thereto; (b) Infotopia  shall,  at
its  own  expense,  return  any  of TT's  intellectual  property,
artwork  or  materials of any kind in its possession or  control;
(c) for a period of three (3) months following the expiration  or
termination of this Agreement, all pending orders for Product  or
Upsells  shall  be  filled  to  the extent  inventory  funded  by
Infotopia exists relating to such orders, in which case TT  shall
account to Infotopia for Adjusted Gross Revenues as provided  for
herein.

17.  Indemnifications.

(a)  Infotopia agrees to indemnify, hold harmless and defend  TT,
its  officers,  directors, shareholders,  employees,  affiliates,
representatives,  designees (with respect to  receipt  of  stock,
stock  options  or  warrants  by  Infotopia  hereunder),  agents,
attorneys,  licensees, distributors, successors and assigns  from
and  against  any and all losses, costs, damages, claims,  suits,
actions,  judgments,  demands, obligations,  debts,  liabilities,
agreements   and   expenses   whatsoever,   (including,   without
limitation,   attorneys'  fees,  court   costs   and   reasonable
investigation expenses) arising out of or in connection with  (i)
any breach by Infotopia of any covenant, representation, warranty
or  agreement  contained  herein, (ii) any  unauthorized  use  by
Infotopia  of the Rights, (iii) any unauthorized use by Infotopia
of  any  copyrights,  patents, trademarks or  other  intellectual
property   relating  to  the  Product  owned,   licensed   and/or
controlled by TT, or (iv) any issuance of stock, stock options or
warrants by Infotopia hereunder.

(b)  TT  agrees to indemnify, defend and hold harmless Infotopia,
its  officers,  directors, shareholders,  employees,  affiliates,
representatives,  agents,  attorneys,  licensees,   distributors,
successors  and  assigns from and against  any  and  all  losses,
costs,  damages,  claims,  suits,  actions,  judgments,  demands,
obligations,   debts,   liabilities,  agreements   and   expenses
whatsoever,  (including,  without  limitation,  attorneys'  fees,
court costs and reasonable investigation expenses) arising out of
or  in  connection  with  any  breach  by  TT  of  any  covenant,
representation, warranty or agreement contained herein.

(c) The provisions of this Paragraph shall survive any expiration
or termination of this Agreement.

18.   Injunctive Relief It is mutually understood and agreed that
the  Rights  granted  to Infotopia herein  are  special,  unique,
unusual,  extraordinary and of an intellectual character,  giving
them a peculiar value, the loss of which cannot be reasonably  or
adequately compensated in damages in an action at law,  and  that
in  the  event of the unauthorized use by Infotopia of the Rights
or  the unauthorized use by Infotopia of any copyrights, patents,
trademarks or other intellectual property relating to the Product
owned,  licensed  and/or controlled by  TT,  TT  will  be  caused
irreparable  harm  for  which the remedy at  law  is  inadequate.
Accordingly,  TT shall be entitled to preliminary  and  permanent
injunctive  relief  (mandatory  or  otherwise)  in  addition   to
damages,  to  enforce the provisions of this Agreement,  and  any
other equitable relief which TT deems appropriate.

19.  Confidentiality.

(a)  Infotopia  agrees  to hold all proprietary  information  and
materials  received from TT or its affiliates or  learned  during
the  Term, whether orally or in written form or otherwise,  relat
ing  to  TT's  or its affiliates' products or the business  being
conducted by TT or its affiliates (the "Proprietary Information")
in  strictest  confidence and not to use  in  any  manner  or  to
disclose the Proprietary Information to any third party except as
required  by  law,  pursuant to court  order  or  legal  process.
Infotopia acknowledges that any non-permissible disclosure or use
of  such Proprietary Information could materially prejudice TT or
its  affiliates  in  the conduct of its business  and  result  in
substantial losses and damages.

(b)  TT  agrees to hold all proprietary information and materials
received  from Infotopia or its affiliates or learned during  the
Term, whether orally or in written form or otherwise, relating to
Infotopia's  or  its affiliates' products or the  business  being
conducted  by  Infotopia  or  its affiliates  (the  "Confidential
Information")  in  strictest confidence and not  to  use  in  any
manner  or to disclose the Confidential Information to any  third
party except as required by law, pursuant to court order or legal
process.  TT acknowledges that any non-permissible disclosure  or
use  of  such Confidential Information could materially prejudice
Infotopia  or  its affiliates in the conduct of its business  and
result in substantial losses and damages.

20.  Force Majeure. No party shall be in breach of this Agreement
or be liable for damages if such party fails to perform hereunder
or  such party's performance is delayed as a result of war, fire,
flood,  labor  trouble,  act  of  governmental  authority,  riot,
strike,  accident,  breakage  of  equipment,  unavailability   of
materials, delay in production, delay of transportation  service,
acts  of  God,  or  any other similar or different  contingencies
beyond   the   reasonable   control  of   the   parties   hereto.
Notwithstanding  anything to the contrary contained  herein,  the
foregoing  provision  shall  not  apply  to  the  obligations  of
Infotopia  to  fund the Costs set forth herein  or  to  make  any
payment due to TT hereunder.

21.    Governing  Law;  Jurisdiction.  The  provisions  of   this
Agreement  shall be governed by and construed and interpreted  in
accordance  with  the  laws of the State of  California,  without
reference  to  choice or conflicts of law principles.  Except  as
otherwise provided herein, any and all suits or actions,  whether
federal  or state, for any breach of this Agreement, or otherwise
arising  out of this Agreement, shall be filed and prosecuted  in
any  court of competent jurisdiction in the City of Los  Angeles,
State of California. The parties hereto hereby consent and submit
to  the  jurisdiction of the courts in the City of  Los  Angeles,
State  of California and hereby agree that service of process  on
any  party  may  be  effected by certified mail,  return  receipt
requested,  postage  prepaid. Each  of  the  parties  waives  any
objection which it may have based on improper venue or forum  non
conveniens to the conduct of any such suit or action in any  such
court.

22.   Amendments;  Waivers;  Rights  Cumulative.  This  Agreement
cannot  be  modified, altered or otherwise amended except  by  an
agreement  in  writing signed by all of the  parties  hereto.  No
provision  of  this  Agreement may be waived  unless  in  writing
signed  by  all  of  the parties hereto, and waiver  of  any  one
provision of this Agreement shall not be deemed to be a waiver of
any other provision. No failure or delay on the part of any party
in  exercising any right, power or remedy hereunder shall operate
as  a  waiver thereof. No right, power or remedy granted  to  the
parties under this Agreement on default or breach is intended  to
be in full or complete satisfaction of any damages arising out of
such default or breach, and any single or partial exercise of any
such  right,  power or remedy shall not preclude  any  other,  or
further  exercise  thereof, or the exercise of any  other  right,
power or remedy. Each and every right, power or remedy under this
Agreement,  or  under any other document or instrument  delivered
hereunder,  or allowed by law or equity, shall be cumulative  and
may be exercised from time to time.

23.   Assignments. Neither party shall have the right  to  assign
any  of its rights or obligations to any third party without  the
prior  written consent of the other party; provided that each  of
the  parties shall have the right to assign any of its rights  or
obligations to any parent, affiliate or subsidiary company or  to
any other entity owning or acquiring all or substantially all  of
such  party's  stock or assets, or any division or part  of  such
party  that  is  charged with responsibility for this  Agreement,
without the prior written consent of the other party, so long  as
such assignee assumes all of the assignor's obligations hereunder
in   writing.  Notwithstanding  any  other  provision   of   this
Agreement,  any attempted assignment by either party without  the
prior  written  consent of the other party  except  as  permitted
herein  shall  be void and of no force or effect. This  Agreement
shall be binding upon and inure to the benefit of the parties  to
this  Agreement  and  their respective successors  and  permitted
assigns.

24.   Counterparts; Facsimile. This Agreement may be executed  in
any  number of counterparts, each of which shall be deemed to  be
an  original, but all of which together shall constitute one  and
the same instrument. This Agreement may be executed by facsimile,
and  signatures  on  a  facsimile copy  hereof  shall  be  deemed
authorized original signatures.

25.  Confidentiality of Terms. Each of the parties agrees to keep
the   terms   and   conditions  contained   in   this   Agreement
confidential,  and agrees not to disclose said  terms  and  condi
tions  to  any  third  parties other  than  its  representatives,
attorneys  and accountants except as otherwise required  by  law;
provided  that either party shall have the right to disclose  the
terms  contained  in  this  Agreement through  a  business  plan,
offering  memorandum, prospectus or similar document for purposes
of  raising  capital for such party. Each of the  parties  agrees
that, unless approved by the other parties in advance, such party
shall  not make any public announcement, issue any press  release
or  other  publicity or confirm any statements by  third  parties
concerning  the  transactions  contemplated  hereby,  except   as
otherwise required by law.

26.   Additional  Documents; Cooperation.  Each  of  the  parties
agrees  to  execute  any  and  all  additional  documents  or  in
struments, to obtain all required licenses, permits and approvals
necessary  to implement the transactions contemplated herein,  to
cooperate with the other party and to do any and all things neces
sary or desirable to effectuate the purposes of this Agreement.

27.  Independent Contractors. It is expressly agreed and intended
that  each party hereto shall remain a separate legal entity from
the other and each shall be an independent contractor responsible
only  for  its  own actions. Nothing contained in this  Agreement
shall   be   construed   as  establishing  an  employer/employee,
partnership  or  joint venture relationship between  the  parties
hereto.  Each of the parties shall be responsible for payment  of
all  of  its own taxes on compensation received by it under  this
Agreement.

28.    Notices.   All  notices,  requests,  demands   and   other
communications (collectively, "Notices") given or  made  pursuant
to  this  Agreement  shall  be in writing  and  shall  be  deemed
received  (i) on the same day if delivered in person, by same-day
courier  or by facsimile transmission; provided that if  sent  by
facsimile  transmission, a copy is also sent by  certified  mail,
return  receipt requested, postage prepaid, (ii) on the next  day
if  delivered  by overnight mail or courier, or (iii)  three  (3)
business  days  after the date of deposit in the mails  if  being
sent   by  certified  mail,  return  receipt  requested,  postage
prepaid,  to the parties at their addresses as set forth  at  the
beginning of this Agreement. Any of the parties to this Agreement
may  from  time to time change such party's address for receiving
notice  by giving written notice thereof in the manner set  forth
above.

29.  No Adverse Construction. The rule that an agreement is to be
construed  against  the party drafting the  agreement  is  hereby
waived by the parties hereto, and shall have no applicability  in
construing this Agreement or the terms of this Agreement.

30.   Legal Counsel. Each of the parties acknowledges that it had
the  right  and opportunity to seek independent legal counsel  of
its  own  choosing  in  connection with  the  execution  of  this
Agreement, and each of the parties represents that it has  either
done  so or that it has voluntarily declined to do so, free  from
coercion, duress or fraud.

31.   LIMITATION  OF  LIABILITY. IN NO EVENT SHALL  TT  HAVE  ANY
LIABILITY TO

INFOTOPIA,  INFOTOPIA'S CUSTOMERS OR ANY  THIRD  PARTY,  FOR  ANY
CAUSE  OF  ACTION RELATING TO THIS AGREEMENT FOR ANY  INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR SPECULATIVE DAMAGES, INCLUDING, WITHOUT
LIMITATION,  DAMAGES  FOR  LOSS  OF  PROFITS  OR  USE,   BUSINESS
INTERRUPTION, OR LOSS OF GOODWILL, IRRESPECTIVE OF WHETHER TT HAS
ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.

32.   Severability.  Any  provision of this  Agreement  which  is
prohibited,  unenforceable or not authorized in any  jurisdiction
shall,  as to such jurisdiction, be ineffective to the extent  of
such  prohibition, unenforceability or non-authorization  without
invalidating  the  remaining provisions hereof or  affecting  the
validity,  enforceability or legality of such  provision  in  any
other jurisdiction.

33.  Headings. Any Paragraph headings contained in this Agreement
are  for  convenience of reference only and shall not affect  the
construction or interpretation of this Agreement.

34.   Entire  Agreement.  This Agreement constitutes  the  entire
understanding  between the parties hereto  with  respect  to  the
subject matter hereof and supersedes any prior understandings  or
agreements   between  the  parties  hereto,  including,   without
limitation, that certain non-binding Letter of Intent dated as of
June  6,  2000  but  excluding that certain Production  Agreement
dated  as  of  May 16, 2000 between the parties and that  certain
Confidentiality Agreement dated as of April 21, 2000 between  the
parties.  There are no representations, agreements,  arrangements
or  understandings, oral or written, between the parties relating
to  the  subject  matter of this Agreement which  are  not  fully
expressed herein.

35.  Attorneys' Fees. If any action, suit or other proceeding  is
instituted to remedy, prevent or obtain relief from a default  in
the  performance  by any party of such party's obligations  under
this  Agreement, the prevailing party shall recover all  of  such
party's reasonable attorneys' fees and costs incurred in each and
every  such action, suit or other proceeding, including  any  and
all appeals or petitions therefrom.

IN  WITNESS  WHEREOF, the parties hereto have duly executed  this
Agreement as of the day and year first set forth above.

INFOTOPIA, INC.                 TORSO TIGER, INC.

By: /s/ Daniel Hoyng            By: /s/ Mark Levine

Daniel Hoyng, CEO/Chairman of the Board Mark Levine, President
                  ADDENDUM TO LICENSE AGREEMENT
                BETWEEN TORSO TIGER AND INFOTOPIA

      INFOTOPIA,  INC., (the "Company") hereby agrees  to  retain
Mark  Levine  and  David  Richmond  to  administer  and  act   as
consultants to the Company regarding the management and operation
of the Torso Tiger product as long as the License Agreement dated
June 26, 2000 by and between Infotopia and Torso Tiger remains in
full force and effect.

      The  aforementioned consultants shall  report  directly  to
Ernest Zavoral, President of Infotopia, Inc.

      Compensation to be determined and fixed by a  vote  of  the
Board of Directors of Infotopia, Inc.

     DATED this 6th day of July, 2000.


/s/ Mark Levine                    /s/ David Richmond
Mark Levine                        David Richmond



/s/ Ernest Zavoral                 /s/ Daniel J. Hoyng
Ernest Zavoral, President/Director Daniel J. Hoyng, CEO/Director


/s/ Clinton Smith                  /s/ Marek Lozowicki
Clinton Smith, Director            Marek Lozowicki