ADDENDUM (NUMBER 3) TO MANUFACTURING, MARKETING AND DISTRIBUTION
                            AGREEMENT


     This  Addendum  (3) modifies the Agreement of  September  2,
1999 between Dean Tornabene and Charles Perez, as individuals  or
as  a  company  to  be  designated  by  them  at  a  future  date
(collectively  "DTCP"),  and National  Boston  Medical,  Inc.,  a
Nevada  corporation  ("National  Boston"),  which  Agreement  was
assigned by National Boston to Infotopia, Inc., on or about April
6, 2000.

     Section 1.2
          The  sentence  beginning "The parties contemplate  that
          from  time  to  time  they  will  mutually  agree  upon
          additional products . . ." is deleted and replaced with
          the following sentence:

          "The  parties contemplate that from time to  time  they
          may  mutually agree upon additional products which DTCP
          may,  in  its sole discretion, license on an  exclusive
          basis  to Infotopia, except as otherwise agreed  to  by
          the parties in writing."

     Section 1.3
          The   Section  beginning  "During  the  term  of   this
          Agreement,   DTCP  shall not, directly  or  indirectly,
          either  alone or in participation with any other person
          .  .  ."  is  deleted and replaced with  the  following
          sentences:

          "Provided  Infotopia  is not in default  of  any  term,
          condition,    provision,    covenant,    warranty    or
          representation  of this Agreement, then  for  one  year
          following  the  date  that  Infotopia  begins   active,
          material  marketing of the Product,   DTCP  shall  not,
          directly   or   indirectly,   either   alone   or    in
          participation  with any other person or entity,  engage
          in  or  be  involved with manufacturing,  marketing  or
          distributing any other product substantially similar in
          design, price, composition, content and function to the
          Product.  For purposes of this Agreement,"substantially
          similar price" means a product which has a price  which
          is  within  fifty  percent (50%) of the  price  of  the
          Product in question."

     3.   Section 1.51
          Section  1.51 shall be added to the Agreement.  Section
1.51 shall read as follows:

          "Provided  Infotopia  is not in default  of  any  term,
          condition,    provision,    covenant,    warranty    or
          representation of this Agreement, then DTCP shall offer
          a  minimum  of three (3) new products to Infotopia,  or
          its assigns each year."

     Section 1.6
          Following the sentence beginning "National Boston shall
          adhere  to  any  reasonable requests and directions  of
          DTCP . . ." the following sentences shall be added:

          "Infotopia  acknowledges it has not tested,  edited  or
          manufactured  the  Body  Rocker  show   in   a   manner
          consistent with industry standards for a first  quality
          direct  marketing program.  Infotopia  agrees  that  by
          September  12,  2000,  the Body Rocker  show  shall  be
          tested,  edited and manufactured in a manner  which  is
          consistent  with  the industry standards  for  a  first
          quality direct marketing program and in a manner  which
          is  satisfactory  to  DTCP, in its  sole  and  absolute
          discretion.  In the event Infotopia fails to test, edit
          and  manufacture the Body Rocker show in a manner which
          is  consistent with the industry standards for a  first
          quality  direct  marketing  program  and  in  a  manner
          satisfactory   to  DTCP,  in  its  sole  and   absolute
          discretion by September 12, 2000, then Infotopia shall:

                (1)       forfeit all rights under the Agreement,
                    including  but not limited to   rights  under
                    any   license  granted  by  DTCP  under  this
                    Agreement,   which  rights  shall   terminate
                    automatically and without any further action,
                    notice  or  demand by DTCP on  September  12,
                    2000,   unless  the  media  test   has   been
                    satisfactorily completed by such date;

                (2)        within  ten  (10)  days   execute  and
                    deliver all documentation necessary to convey
                    to  DTCP  (a)all property associated  in  any
                    way   with   the   manufacture,  advertising,
                    marketing   or  sale  of  the  Body   Rocker,
                    including but not limited to all intellectual
                    property  and  all versions, masters,  copies
                    of the Body Rocker show produced by Infotopia
                    pursuant  to this Agreement and (b)the  right
                    by  DTCP  to  use and exploit in  any  manner
                    whatsoever such property;

                (3) within   fifteen  (15)  days   assemble,   at
                    Infotopia's  cost,  at such  location  as  is
                    designated  by  DTCP,  all  tooling,   molds,
                    prototypes, demonstration models and produced
                    units  of  the Body Rocker, as  well  as  all
                    tangible  personal property  associated  with
                    the Body Rocker;

               (4)  execute such documentation as is deemed to be
                    necessary by DTCP to convey title to DTCP  in
                    all tooling, molds, prototypes, demonstration
                    models  and produced units of the Body Rocker
                    and   which   allows  DTCP  to   manufacture,
                    advertise, market or sell the Body Rocker.

     Infotopia shall pay $4,277.00 to DTCP on or before July  14,
2000 to reimburse DTCP for  repairs made and paid for by DTCP  to
the Body Rocker."

     Section  9
          The  sentence  beginning "If National Boston  fails  to
          meet the minimum royalties as stated in Exhibit D,  and
          such  condition is not cured by National Boston  within
          30  days  of written notification by DTCP . .  .  "  is
          deleted and replaced with the following sentence:

          "If  Infotopia fails to meet the minimum  royalties  as
          stated in Exhibit D, and such condition is not cured by
          Infotopia  within  ten business (10)  days  of  written
          notification  by  DTCP of Infotopia's failure  to  meet
          such  requirements,  Infotopia shall  have  no  further
          rights  under  this Agreement (except for the  sell-off
          rights contained in Section 10.3)."

     Section 10.1(b)
          The sentence beginning "DTCP may terminate, subject  to
          Section 10.3, National Boston's rights to manufacture .
          . ." is deleted.

     Section 10.1(c)
          The sentence beginning "Either party may terminate this
          Agreement  upon  30 days written notice  to  the  other
          party . . ." is deleted and replaced with the following
          sentence:

          "Except as otherwise provided in this Agreement, either
          party may terminate this Agreement by providing written
          notice to the other party of the material breach by the
          other   party   of  its  representations,   warranties,
          covenants  or  agreements set forth in this  Agreement.
          The  Agreement  shall terminate without  the  need  for
          further action by either party; provided, however, that
          if  the  breach (other than the failure to pay  minimum
          royalties, which breach shall be governed by Section 9)
          upon which such notice of termination is based is cured
          within  ten  business (10) days from the  date  of  the
          Notice  of  Default,  then such Notice  of  Termination
          shall  be deemed rescinded and this Agreement shall  be
          deemed reinstated and in full force and effect."

     Section 10.2
          This section is deleted.

     Section 16
          This section is deleted and replaced with the following
section:

          "16.  Right of First Review.
          Provided  Infotopia is (i) not in breach of  any  term,
          condition,    provision,    covenant,    warranty    or
          representation  of  this  Agreement,  (ii)  executes  a
          confidentiality and non-disclosure agreement in a  form
          acceptable   to  DTCP  in  their  sole   and   absolute
          discretion; and (iii) executes such other documentation
          as  is  reasonably requested by DTCP to  protect  their
          pecuniary  and proprietary interests, then  DTCP  shall
          present  all  other  direct response televison  fitness
          products  owned  and/or controlled by DTCP  which  have
          been     sufficiently    developed    for    marketing,
          distribution,  sale and exploitation to  Infotopia  for
          review and inspection prior to showing such products to
          any  competitor  of  Infotopia.  Infotopia  shall  have
          seventy-two  (72)  hours  from  the  receipt  of   such
          product(s)  to present an acceptable written  offer  to
          license  for  manufacture,  use,  distribution,   sale,
          advertisement,   promotion   and   exploitation,   such
          products from DTCP.  Following the expiration  of  such
          seventy-two  (72)  hour  period,  DTCP  shall  have  no
          further  obligation to Infotopia with respect  to  such
          product(s).   DTCP  shall  be  free  to  show,  market,
          license,  distribute  and/or  exploit  in  any   manner
          whatsoever  such  product(s) in  any  manner  which  it
          chooses without any obligation or liability of any kind
          to Infotopia with respect to such product(s)."

     Section 18.1
          Section  18.1 shall be added to the Agreement.  Section
18.1 shall read as follows:

          "Contemporaneous with the execution of this Addendum 3,
          National  Boston shall  exchange the stock of  National
          Boston  issued  to DTCP pursuant to the  terms  of  the
          Agreement to stock in Infotopia, Inc., a subsidiary  of
          National Boston."

     Section 18.2
          Section  18.2 shall be added to the Agreement.  Section
18.2 shall read as follows:

          The stock in National Boston which  is to be issued  to
          DTCP  pursuant  to  the  terms of  Section  18  of  the
          Agreement  shall  instead be issued in Infotopia,  Inc.
          Such  stock  shall be issued on the dates, amounts  and
          proportions,  without dilution, as those set  forth  in
          Section 18 of the Agreement.  These shares will carry a
          piggyback registration rights as described in paragraph
          18 of the Agreement"

     19.1
          The address of DTCP is changed as follows:
               DTCP
               4051 Glencoe, Unit 8
               Marina del Rey, CA 90292
               Attention: Dean Tornabene
                    (Fax No. 310-577-6701)

               Copy to:

               Daniel J. Weintraub, Esq.
               Weintraub & Aver LLP
               12424 Wilshire Blvd., Suite 1030
               Los Angeles, CA 90025
               (Fax No. 310-442-0660)




          The address of Infotopia is changed as follows:
               Infotopia
               P.O. Box 391
               Taunton, MA 02780
               Attention: Tony Ferracone
                    (Fax No. Unchanged)



     Agreement By Dean Tornabene, an individual, To See To The
          Presentation Of Products To National Boston, To Not
          Compete; And To Honor Right Of First Refusal.
          This paragraph is deleted in its entirety and replaced
          with the Agreement attached hereto as Rider 1.


     Agreement By Charles Perez, an individual, To See To The
          Presentation Of Products To National Boston, To Not
          Compete; And To Honor Right Of First Refusal.
          This paragraph is deleted in its entirety and replaced
          with the Agreement attached hereto as Rider 2.

     Exhibits A-1, B-1, C-1, D-1 and E-1
          Exhibits A-1, B-1. C-1, D-1 and E-1 are deleted.


     Exhibits A-3, B-3, C-3, D-3 and E-3
           Exhibits A-3, B-3, C-3, D-3 and E-3 are deleted.


     Exhibit D-2 (Body Rocker)
          The sentence beginning "$100,000 for each calendar
          quarter commencing with the earlier of (i) the first
          full calendar quarter following the month in which the
          Product is ruled out on a national basis in television
          direct response marketing or (ii) the first quarter of
          the year 2000 " is deleted and replaced with the
          following sentence:

          "$100,000 for each calendar quarter commencing with the
          earlier of (i) the first full calendar quarter
          following the month in which the Product is rolled out
          on a national basis in television direct response
          marketing or (ii) July 25, 2000."


     Except as stated above, the Agreement remains otherwise
unchanged.

     I  have  read  the  above  and  agree  that  the  terms  are
acceptable  and  shall  be deemed Addendum to  the  Manufacuring,
Marketing and Distribution Agreement of September 2, 1999 between
Dean Tornabene, Charles Perez, and Infotopia Medical, Inc.

DATED:                        /s/ Dean Tornabene
                              DEAN TORNABENE, an Individual


DATED:                        /s/ Charles Perez
                              CHARLES PEREZ, an Individual


DATED:                        INFOTOPIA, INC..


                              By: /s/ Ernest Zavoral
                                     ERNEST ZAVORAL
                                     President
                            RIDER 1

          Agreement By Dean Tornabene, an individual,
      To Not Compete and To Honor Right of First Viewing.

          I, Dean Tornabene, an individual, agree that:

          (i)  I  will  not individually, directly or indirectly,
               either  alone or in participation with  any  other
               person  or  entity, engage in or be involved  with
               manufacturing, marketing or distributing any other
               products   substantially   similar   in    design,
               composition, content or function to the  Products;
               and

          (ii) Provided Infotopia is not in default of any terms,
               conditions, provisions, covenants or warranties of
               the  Agreement,  I  hereby  agree  to  replacement
               paragraph   16  as  set  forth  in  that   certain
               "Addendum  3"  to  Manufacturing,  Marketing   and
               Distribution Agreement dated as of July  1,  2000.
               This paragraph shall be binding on me in the event
               that I assign this Agreement to another company.



DATED:                        /s/ Dean Tornabene
                              DEAN TORNABENE, an Individual

                            RIDER 2

           Agreement By Charles Perez, an individual,
       To Not Compete and To Honor Right of First Viewing

          I, Charles Perez, an individual, agree that:
          (i)  I  will  not individually, directly or indirectly,
               either  alone or in participation with  any  other
               person  or  entity, engage in or be involved  with
               manufacturing, marketing or distributing any other
               products   substantially   similar   in    design,
               composition, content or function to the  Products;
               and

          (ii) Provided Infotopia is not in default of any terms,
               conditions, provisions, covenants or warranties of
               the  Agreement,  I  hereby  agree  to  replacement
               paragraph   16  as  set  forth  in  that   certain
               "Addendum  3"  to  Manufacturing,  Marketing   and
               Distribution Agreement dated as of July  1,  2000.
               This paragraph shall be binding on me in the event
               that I assign this Agreement to another company.



DATED:                        /s/ Charles Perez
                              CHARLES PEREZ, an Individual