<PAGE>   1
                                                                     EXHIBIT 4.4

        THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT
        HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
        EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A SECURITIES PURCHASE
        AGREEMENT DATED AS OF DECEMBER __ 2000, NEITHER THIS WARRANT NOR ANY OF
        SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
        EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR,
        AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR
        OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT
        REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH
        ACT.




                                                                  Right to
                                                                  Purchase
                                                                  2,400,0000
                                                                  Shares of
                                                                  Common
                                                                  Stock, par
                                                                  value $0.00l
                                                                  per share


                             STOCK PURCHASE WARRANT

        THIS CERTIFIES THAT, for value received, Altea Investments, Ltd. or its
registered assigns, is entitled to purchase from Infotopia, Inc., a Nevada
corporation (the "Company"), at any time or from time to time during the period
specified in Paragraph 2 hereof, Two Million Four Hundred Thousand (2,400,000)
fully paid and nonassessable shares of the Company's Com-mon Stock, par value
$0.001 per share (the "Common Stock"), at an exercise price per share of $0.001
(the "Exercise Price"). The term "Warrant Shares," as used herein, refers to the
shares of Common Stock purchasable hereunder. The Warrant Shares and the
Exercise Price are subject to adjustment as provided in Paragraph 4 hereof. The
term "Warrants" means this Warrant issued pursuant to that certain Securities
Purchase Agreement, dated December __, 2000, by and among the Company and the
Buyers listed on the execution page thereof (the "Securities Purchase
Agreement"), including any additional warrants issuable pursuant to Section 4(1)
thereof. "Closing Bid Price" means, for any security as of any date, the closing
bid price on the Over-the-Counter Bulletin Board (the "OTCBB") as reported by
Bloomberg Financial Markets or an equivalent, reliable reporting service
mutually acceptable to and hereafter designated by Holders of a majority in
interest of the Debentures and the Borrower ("Bloomberg") or, if the OTCBB is
not the principal trading market for such security, the closing bid price of
such security on the principal securities exchange or trading market where such
security is listed or traded as reported by Bloomberg or, if no closing bid
price of such security is available in any of the foregoing manners, the average
of the bid prices of any market makers for such security that are listed in the
"pink sheets" by the National Quotation Bureau, Inc. If the Closing Bid Price
cannot be calculated for such security on such date in the manner provided
above, the Closing Bid Price shall be the fair market value as mutually
determined by the Corporation and the holders of a majority in interest of the
Debentures being converted for which the calculation of the Closing Bid Price is
required in order to determine the Conversion Price of such Debentures. "Trading
Day" shall mean any day on which the Common Sock is traded for any period on the
OTCBB, or on the principal securities exchange or other securities market on
which the Common Stock is then being traded.


<PAGE>   2

        This Warrant is subject to the following terms, provisions, and
conditions:

        1.      -MANNER OF EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR
SHARES. Subject to the provisions hereof, this Warrant may be exercised by the
holder hereof, in whole or in part, by the surrender of this Warrant, together
with a completed exercise agreement in the form attached hereto (the "Exercise
Agreement"), to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the holder hereof), and upon either:
(i) payment to the Company in cash, by certified or official bank check or by
wire transfer for the account of the Company of the Exercise Price for the
Warrant Shares specified in the Exercise Agreement or (ii) delivery to the
Company of a written notice of an election to effect a "Cashless Exercise" (as
defined in Section 11(c) below) for the Warrant Shares specified in the Exercise
Agreement. The Warrant Shares so purchased shall be deemed to be issued to the
holder hereof or such holder's designee, as the record owner of such shares, as
of the close of business on the date on which this Warrant shall have been
surrendered, the completed Exercise Agreement shall have been delivered, and
payment shall have been made for such shares as set forth above. Certificates
for the Warrant Shares so purchased, representing the aggregate number of shares
specified in the Exercise Agreement, shall be delivered to the holder hereof
within a reasonable time, not exceeding three (3) business days, after this
Warrant shall have been so exercised. The certificates so delivered shall be in
such denominations as may be requested by the holder hereof and shall be
registered in the name of such holder or such other name as shall be designated
by such holder. If this Warrant shall have been exercised only in part, then,
unless this Warrant has expired, the Company shall, at its expense, at the time
of delivery of such certificates, deliver to the holder a new Warrant
representing the number of shares with respect to which this Warrant shall not
then have been exercised. In addition to all other available remedies at law or
in equity, if the Company fails to deliver certificates for the Warrant Shares
within three (3) business days after this Warrant is exercised, then the Company
shall pay to the holder in cash a penalty (the "Penalty") equal to 2% of the
number of Warrant Shares that the Holder is entitled to multiplied by the Market
Price for each day that the Company fails to deliver certificates for the
Warrant Shares. For example, if the Holder is entitled to 100,000 Warrant Shares
and the Market Price is $2.00, then the Company shall pay to the Holder $4,000
for each day that the Company fails to deliver certificates for the Warrant
Shares. The Penalty shall be paid to the Holder by the fifth day of the month
following the month in which it has accrued.

                Notwithstanding anything in this Warrant to the contrary, in no
event shall the holder of this Warrant be entitled to exercise a number of
Warrants (or portions thereof) in excess of the number of Warrants (or portions
thereof) upon exercise of which the sum of (i) the number of shares of Common
Stock beneficially owned by the holder and its affiliates (other than shares of
Common Stock which may be deemed beneficially owned through the ownership of the
unexercised Warrants and the unexercised or unconverted portion of any other
securities of the Company (including the Debentures (as defined in the
Securities Purchase Agreement)) subject to a limitation on conversion or
exercise analagous to the limitation contained herein) and (ii) the number of
shares of Common Stock issuable upon exercise of the Warrants (or portions
thereof) with respect to which the determination described herein is being made,
would result in beneficial ownership by the holder and its affiliates of more
than 4.9% of the outstanding shares of Common Stock. For purposes of the
immediately preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13D-G thereunder, except as otherwise provided in clause
(i) of the preceding sentence. Notwithstanding anything to the contrary
contained herein, the limitation on exercise of this Warrant set forth herein
may not be amended without (i) the written consent of the holder hereof and the
Company and (ii) the approval of a majority of shareholders of the Company.

        2.      -PERIOD OF EXERCISE. This Warrant is exercisable at any time or
from time to time on or after the date on which this Warrant is issued and
delivered pursuant to the terms of the Securities Purchase Agreement and before
5:00 p.m., New York, New York time on the fifth (5th) anniversary of the date of
issuance (the "Exercise Period").

        3.      -CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants
and agrees as


<PAGE>   3




follows:

                (a)     -SHARES TO BE FULLY PAID. All Warrant Shares will, upon
issuance in accordance with the terms of this Warrant, be validly issued, fully
paid, and nonassessable and free from all taxes, liens, and charges with respect
to the issue thereof.

                (b)     -RESERVATION OF SHARES. During the Exercise Period, the
Company shall at all times have authorized, and reserved for the purpose of
issuance upon exercise of this Warrant, a sufficient number of shares of Common
Stock to provide for the exercise of this Warrant.

                (c)     -LISTING. The Company shall promptly secure the listing
of the shares of Common Stock issuable upon exercise of the Warrant upon each
national securities exchange or automated quotation system, if any, upon which
shares of Common Stock are then listed (subject to official notice of issuance
upon exercise of this Warrant) and shall maintain, so long as any other shares
of Common Stock shall be so listed, such listing of all shares of Common Stock
from time to time issuable upon the exercise of this Warrant; and the Company
shall so list on each national securities exchange or automated quotation
system, as the case may be, and shall maintain such listing of, any other shares
of capital stock of the Company issuable upon the exercise of this Warrant if
and so long as any shares of the same class shall be listed on such national
securities exchange or automated quotation system.

                (d)     -CERTAIN ACTIONS PROHIBITED. The Company will not, by
amendment of its charter or through any reorganization, transfer of assets,
consolidation, mer-ger, dissolution, issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder, but will at all times in
good faith assist in the carrying out of all the provisions of this Warrant and
in the taking of all such action as may reasonably be requested by the holder of
this Warrant in order to protect the exercise privilege of the holder of this
Warrant against dilution or other impairment, consistent with the tenor and
purpose of this Warrant. Without limiting the generality of the foregoing, the
Company (i) will not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the Exercise Price then in
effect, and (ii) will take all such actions as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock upon the exercise of this Warrant.

                (e)     -SUCCESSORS AND ASSIGNS. This Warrant will be binding
upon any entity succeeding to the Company by merger, consolidation, or
acquisition of all or substantially all the Company's assets.

        4.      -ANTIDILUTION PROVISIONS. During the Exercise Period, the
Exercise Price and the number of Warrant Shares shall be subject to adjustment
from time to time as provided in this Paragraph 4.

        In the event that any adjustment of the Exercise Price as required
herein results in a fraction of a cent, such Exercise Price shall be rounded up
to the nearest cent.

                (a)     -ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES UPON
ISSUANCE OF COMMON STOCK. Except as otherwise provided in Paragraphs 4(c) and
4(e) hereof, if and whenever on or after the date of issuance of this Warrant,
the Company issues or sells, or in accordance with Paragraph 4(b) hereof is
deemed to have issued or sold, any shares of Common Stock for no consideration
or for a consideration per share (before deduction of reasonable expenses or
commissions or underwriting discounts or allowances in connection therewith)
less than the Market Price (as hereinafter defined) on the date of issuance (a
"Dilutive Issuance"), then immediately upon the Dilutive Issuance, the Exercise
Price will be reduced to a price determined by multiplying the Exercise Price in
effect immediately prior to the Dilutive Issuance by a fraction, (i) the
numerator of which is an amount equal to the sum of (x) the number of shares of
Common Stock actually outstanding immediately prior to the Dilutive Issuance,
plus (y) the quotient of the aggregate consideration, calculated as set forth in
Paragraph 4(b) hereof, received by the Company upon such Dilutive Issuance
divided by the Market Price in effect immediately prior to the Dilutive
Issuance, and (ii) the denominator of which is the total number of shares of
Common Stock Deemed Outstanding (as defined below)





<PAGE>   4
immediately after the Dilutive Issuance.

              (b)    -EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes
of determining the adjusted Exercise Price under Paragraph 4(a) hereof, the
following will be applicable:

                     (i)    -ISSUANCE OF RIGHTS OR OPTIONS. If the Company in
any manner issues or grants any warrants, rights or options, whether or not
immediately exercisable, to subscribe for or to purchase Common Stock or other
securities convertible into or exchangeable for Common Stock ("Convertible
Securities") (such warrants, rights and options to purchase Common Stock or
Convertible Securities are hereinafter referred to as "Options") and the price
per share for which Common Stock is issuable upon the exercise of such Options
is less than the Market Price on the date of issuance or grant of such Options,
then the maximum total number of shares of Common Stock issuable upon the
exercise of all such Options will, as of the date of the issuance or grant of
such Options, be deemed to be outstanding and to have been issued and sold by
the Company for such price per share. For purposes of the preceding sentence,
the "price per share for which Common Stock is issuable upon the exercise of
such Options" is determined by dividing (i) the total amount, if any, received
or receivable by the Company as consideration for the issuance or granting of
all such Options, plus the minimum aggregate amount of additional consideration,
if any, payable to the Company upon the exercise of all such Options, plus, in
the case of Convertible Securities issuable upon the exercise of such Options,
the minimum aggregate amount of additional consideration payable upon the
conversion or exchange thereof at the time such Convertible Securities first
become convertible or exchangeable, by (ii) the maximum total number of shares
of Common Stock issuable upon the exercise of all such Options (assuming full
conversion of Convertible Securities, if applicable). No further adjustment to
the Exercise Price will be made upon the actual issuance of such Common Stock
upon the exercise of such Options or upon the conversion or exchange of
Convertible Securities issuable upon exercise of such Options.

                     (ii)   -ISSUANCE OF CONVERTIBLE SECURITIES. If the Company
in any manner issues or sells any Convertible Securities, whether or not
immediately convertible (other than where the same are issuable upon the
exercise of Options) and the price per share for which Common Stock is issuable
upon such conversion or exchange is less than the Market Price on the date of
issuance, then the maximum total number of shares of Common Stock issuable upon
the conversion or exchange of all such Convertible Securities will, as of the
date of the issuance of such Convertible Securities, be deemed to be outstanding
and to have been issued and sold by the Company for such price per share. For
the purposes of the preceding sentence, the "price per share for which Common
Stock is issuable upon such conversion or exchange" is determined by dividing
(i) the total amount, if any, received or receivable by the Company as
consideration for the issuance or sale of all such Convertible Securities, plus
the minimum aggregate amount of additional consideration, if any, payable to the
Company upon the conversion or exchange thereof at the time such Convertible
Securities first become convertible or exchangeable, by (ii) the maximum total
number of shares of Common Stock issuable upon the conversion or exchange of all
such Convertible Securities. No further adjustment to the Exercise Price will be
made upon the actual issuance of such Common Stock upon conversion or exchange
of such Convertible Securities.

                     (iii)  -CHANGE IN OPTION PRICE OR CONVERSION RATE. If there
is a change at any time in (i) the amount of additional consideration payable to
the Company upon the exercise of any Options; (ii) the amount of additional
consideration, if any, payable to the Company upon the conversion or exchange of
any Convertible Securities; or (iii) the rate at which any Convertible
Securities are convertible into or exchangeable for Common Stock (other than
under or by reason of provisions designed to protect against dilution), the
Exercise Price in effect at the time of such change will be readjusted to the
Exercise Price which would have been in effect at such time had such Options or
Convertible Securities still outstanding provided for such changed additional
consideration or changed conversion rate, as the case may be, at the time
initially granted, issued or sold.

                     (iv)   -TREATMENT OF EXPIRED OPTIONS AND UNEXERCISED
CONVERTIBLE SECURITIES. If, in any case, the total number of shares of Common
Stock issuable upon exercise of any Option or upon conversion or exchange of any
Convertible Securities is not, in fact, issued and the rights to exercise such

<PAGE>   5

Option or to convert or exchange such Convertible Securities shall have expired
or terminated, the Exercise Price then in effect will be readjusted to the
Exercise Price which would have been in effect at the time of such expiration or
termination had such Option or Convertible Securities, to the extent outstanding
immediately prior to such expiration or termination (other than in respect of
the actual number of shares of Common Stock issued upon exercise or conversion
thereof), never been issued.

                     (v)    -CALCULATION OF CONSIDERATION RECEIVED. If any
Common Stock, Options or Convertible Securities are issued, granted or sold for
cash, the consideration received therefor for purposes of this Warrant will be
the amount received by the Company therefor, before deduction of reasonable
commissions, underwriting discounts or allowances or other reasonable expenses
paid or incurred by the Company in connection with such issuance, grant or sale.
In case any Common Stock, Options or Convertible Securities are issued or sold
for a consideration part or all of which shall be other than cash, the amount
of the consideration other than cash received by the Company will be the fair
value of such consideration, except where such consideration consists of
securities, in which case the amount of consideration received by the Company
will be the Market Price thereof as of the date of receipt. In case any Common
Stock, Options or Convertible Securities are issued in connection with any
acquisition, merger or consolidation in which the Company is the surviving
corporation, the amount of consideration therefor will be deemed to be the fair
value of such portion of the net assets and business of the non-surviving
corporation as is attributable to such Common Stock, Options or Convertible
Securities, as the case may be. The fair value of any consideration other than
cash or securities will be determined in good faith by the Board of Directors of
the Company.

                     (vi)   -EXCEPTIONS TO ADJUSTMENT OF EXERCISE PRICE. No
adjustment to the Exercise Price will be made (i) upon the exercise of any
warrants, options or convertible securities granted, issued and outstanding on
the date of issuance of this Warrant; (ii) upon the grant or exercise of any
stock or options which may hereafter be granted or exercised under any employee
benefit plan, stock option plan or restricted stock plan of the Company now
existing or to be implemented in the future, so long as the issuance of such
stock or options is approved by a majority of the independent members of the
Board of Directors of the Company or a majority of the members of a committee of
independent directors established for such purpose; or (iii) upon the exercise
of the Warrants.

              (c)    -SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company
at any time subdivides (by any stock split, stock dividend, recapitalization,
reorganization, reclassification or otherwise) the shares of Common Stock
acquirable hereunder into a greater number of shares, then, after the date of
record for effecting such subdivision, the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced. If the Company at any
time combines (by reverse stock split, recapitalization, reorganization,
reclassification or otherwise) the shares of Common Stock acquirable hereunder
into a smaller number of shares, then, after the date of record for effecting
such combination, the Exercise Price in effect immediately prior to such
combination will be proportionately increased.

              (d)    -ADJUSTMENT IN NUMBER OF SHARES. Upon each adjustment of
the Exercise Price pursuant to the provisions of this Paragraph 4, the number of
shares of Common Stock issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect immediately prior
to such adjustment by the number of shares of Common Stock issuable upon
exercise of this Warrant immediately prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.

              (e)    -CONSOLIDATION, MERGER OR SALE. In case of any
consolidation of the Company with, or merger of the Company into any other
corporation, or in case of any sale or conveyance of all or substantially all of
the assets of the Company other than in connection with a plan of complete
liquidation of the Company, then as a condition of such consolidation, merger or
sale or conveyance, adequate provision will be made whereby the holder of this
Warrant will have the right to acquire and receive upon exercise of this Warrant
in lieu of the shares of Common Stock immediately theretofore acquirable upon
the exercise of this Warrant, such shares of stock, securities or assets as may
be issued or payable with respect to or in exchange for the number of shares of
Common Stock immediately theretofore acquirable and receivable upon exercise of
this Warrant had such consolidation, merger or sale or conveyance not taken
place. In any such case, the Company

<PAGE>   6
will make appropriate provision to insure that the provisions of this Paragraph
4 hereof will thereafter be applicable as nearly as may be in relation to any
shares of stock or securities thereafter deliverable upon the exercise of this
Warrant. The Company will not effect any consolidation, merger or sale or
conveyance unless prior to the consummation thereof, the successor corporation
(if other than the Company) assumes by written instrument the obligations under
this Paragraph 4 and the obligations to deliver to the holder of this Warrant
such shares of stock, securities or assets as, in accordance with the foregoing
provisions, the holder may be entitled to acquire.

              (f)    -DISTRIBUTION OF ASSETS. In case the Company shall declare
or make any distribution of its assets (including cash) to holders of Common
Stock as a partial liquidating dividend, by way of return of capital or
otherwise, then, after the date of record for determining stockholders entitled
to such distribution, but prior to the date of distribution, the holder of this
Warrant shall be entitled upon exercise of this Warrant for the purchase of any
or all of the shares of Common Stock subject hereto, to receive the amount of
such assets which would have been payable to the holder had such holder been the
holder of such shares of Common Stock on the record date for the determination
of stockholders entitled to such distribution.

              (g)    -NOTICE OF ADJUSTMENT. Upon the occurrence of any event
which requires any adjustment of the Exercise Price, then, and in each such
case, the Company shall give notice thereof to the holder of this Warrant, which
notice shall state the Exercise Price resulting from such adjustment and the
increase or decrease in the number of Warrant Shares purchasable at such price
upon exercise, setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based. Such calculation shall be
certified by the Chief Financial Officer of the Company.

              (h)    -MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the
Exercise Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise required to be made, but any
such lesser adjustment shall be carried forward and shall be made at the time
and together with the next subsequent adjustment which, together with any
adjustments so carried forward, shall amount to not less than 1% of such
Exercise Price.

              (i)    -NO FRACTIONAL SHARES. No fractional shares of Common Stock
are to be issued upon the exercise of this Warrant, but the Company shall pay a
cash adjustment in respect of any fractional share which would otherwise be
issuable in an amount equal to the same fraction of the Market Price of a share
of Common Stock on the date of such exercise.

              (j)    -OTHER NOTICES. In case at any time:

                     (i)    the Company shall declare any dividend upon the
Common Stock payable in shares of stock of any class or make any other
distribution (including dividends or distributions payable in cash out of
retained earnings) to the holders of the Common Stock;

                     (ii)   the Company shall offer for subscription pro rata to
the holders of the Common Stock any additional shares of stock of any class or
other rights;

                     (iii)  there shall be any capital reorganiza-tion of the
Company, or reclassification of the Common Stock, or consolidation or merger of
the Company with or into, or sale of all or substan-tially all its assets to,
another corporation or entity; or

                     (iv)   there shall be a voluntary or involun-tary
dissolution, liquidation or winding-up of the Company;

then, in each such case, the Company shall give to the holder of this Warrant
(a) notice of the date on which the books of the Company shall close or a record
shall be taken for determining the holders of Common Stock entitled to receive
any such divi-dend, distribution, or subscription rights or for determining the
holders of Common Stock entitled to vote in respect of any such reorganization,
reclassification, consolidation, merger,
<PAGE>   7
        sale, dissolution, liquidation or winding-up and (b) in the case of any
        such reorganization, reclassification, consolidation, merger, sale,
        dissolution, liquidation or winding-up, notice of the date (or, if not
        then known, a reasonable approximation thereof by the Company) when the
        same shall take place. Such notice shall also specify the date on which
        the holders of Common Stock shall be entitled to receive such dividend,
        distribution, or subscription rights or to exchange their Common Stock
        for stock or other securities or property deliverable upon such
        reorganization, re-classification, consolidation, merger, sale,
        dissolution, liqui-dation, or winding-up, as the case may be. Such
        notice shall be given at least 30 days prior to the record date or the
        date on which the Company's books are closed in respect thereto. Failure
        to give any such notice or any defect therein shall not affect the
        validity of the proceedings referred to in clauses (i), (ii), (iii) and
        (iv) above.

                    (k)   -CERTAIN EVENTS. If any event occurs of the type
        contemplated by the adjustment provisions of this Paragraph 4 but not
        expressly provided for by such provisions, the Company will give notice
        of such event as provided in Paragraph 4(g) hereof, and the Company's
        Board of Directors will make an appropriate adjustment in the Exercise
        Price and the number of shares of Common Stock acquirable upon exercise
        of this Warrant so that the rights of the holder shall be neither
        enhanced nor diminished by such event.

                    (l)   -CERTAIN DEFINITIONS.

                          (i)   "COMMON STOCK DEEMED OUTSTANDING" shall mean the
        number of shares of Common Stock actually outstanding (not including
        shares of Common Stock held in the treasury of the Company), plus (x)
        pursuant to Paragraph 4(b)(i) hereof, the maximum total number of shares
        of Common Stock issuable upon the exercise of Options, as of the date of
        such issuance or grant of such Options, if any, and (y) pursuant to
        Paragraph 4(b)(ii) hereof, the maximum total number of shares of Common
        Stock issuable upon conversion or exchange of Convertible Securities, as
        of the date of issuance of such Convertible Securities, if any.

                          (ii)  "MARKET PRICE," as of any date, (i) means the
        average of the last reported sale prices for the shares of Common Stock
        on the Over-the-Counter Bulletin Board (the "OTC BB") for the five (5)
        Trading Days immediately preceding such date as reported by Bloomberg,
        or (ii) if the OTC BB is not the principal trading market for the shares
        of Common Stock, the average of the last reported sale prices on the
        principal trading market for the Common Stock during the same period as
        reported by Bloomberg, or (iii) if market value cannot be calculated as
        of such date on any of the foregoing bases, the Market Price shall be
        the fair market value as reasonably determined in good faith by (a) the
        Board of Directors of the Corporation or, at the option of a
        majority-in-interest of the holders of the outstanding Warrants by (b)
        an independent investment bank of nationally recognized standing in the
        valuation of businesses similar to the business of the corporation. The
        manner of determining the Market Price of the Common Stock set forth in
        the foregoing definition shall apply with respect to any other security
        in respect of which a determination as to market value must be made
        hereunder.

                          (iii) "COMMON STOCK," for purposes of this Paragraph
        4, includes the Common Stock, par value $0.001 per share, and any
        additional class of stock of the Company having no preference as to
        dividends or distributions on liquidation, provided that the shares
        purchasable pursuant to this Warrant shall include only shares of Common
        Stock, par value $0.001 per share, in respect of which this Warrant is
        exercisable, or shares resulting from any subdivision or combination of
        such Common Stock, or in the case of any reorganization,
        reclassification, consolidation, merger, or sale of the character
        referred to in Paragraph 4(e) hereof, the stock or other securities or
        property provided for in such Paragraph.

              5.    -ISSUE TAX. The issuance of certificates for Warrant Shares
        upon the exercise of this Warrant shall be made without charge to the
        holder of this Warrant or such shares for any issuance tax or other
        costs in respect thereof, provided that the Company shall not be
        required to pay any tax which may be payable in respect of any transfer
        involved in the issuance and delivery of any certificate in a name other
        than the holder of this Warrant.

              6.    -NO RIGHTS OR LIABILITIES AS A SHAREHOLDER.  This Warrant
        shall not entitle the holder hereof

<PAGE>   8



        to any voting rights or other rights as a shareholder of the Company. No
        provision of this Warrant, in the absence of affirmative action by the
        holder hereof to purchase Warrant Shares, and no mere enumeration herein
        of the rights or privileges of the holder hereof, shall give rise to any
        liability of such holder for the Exercise Price or as a shareholder of
        the Company, whether such liability is asserted by the Company or by
        creditors of the Company.

              7.    -TRANSFER, EXCHANGE, AND REPLACEMENT OF WARRANT.

                    (a) -RESTRICTION ON TRANSFER. This Warrant and the rights
        granted to the holder hereof are transferable, in whole or in part, upon
        surrender of this Warrant, together with a properly executed assignment
        in the form attached hereto, at the office or agency of the Company
        referred to in Paragraph 7(e) below, pro-vided, however, that any
        transfer or assignment shall be subject to the conditions set forth in
        Paragraph 7(f) hereof and to the applicable provisions of the Securities
        Purchase Agreement. Until due presentment for registration of transfer
        on the books of the Company, the Company may treat the registered holder
        hereof as the owner and holder hereof for all purposes, and the Company
        shall not be affected by any notice to the contrary. Notwithstanding
        anything to the contrary contained herein, the registration rights
        described in Paragraph 8 are assignable only in accordance with the
        provisions of that certain Registration Rights Agreement, dated as of
        December 7, 2000, by and among the Company and the other signatories
        thereto (the "Registration Rights Agreement").

                    (b) -WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This
        Warrant is exchangeable, upon the surrender hereof by the holder hereof
        at the office or agency of the Company referred to in Paragraph 7(e)
        below, for new Warrants of like tenor representing in the aggregate the
        right to purchase the number of shares of Common Stock which may be
        purchased hereunder, each of such new Warrants to represent the right to
        purchase such number of shares as shall be designated by the holder
        hereof at the time of such surrender.

                    (c) -REPLACEMENT OF WARRANT. Upon receipt of evidence
        reasonably satisfactory to the Company of the loss, theft, destruction,
        or mutilation of this Warrant and, in the case of any such loss, theft,
        or destruction, upon delivery of an indemnity agreement reason-ably
        satisfactory in form and amount to the Company, or, in the case of any
        such mutilation, upon surrender and cancellation of this Warrant, the
        Company, at its expense, will execute and deliver, in lieu thereof, a
        new Warrant of like tenor.

                    (d) -CANCELLATION; PAYMENT OF EXPENSES. Upon the surrender
        of this Warrant in connection with any transfer, exchange, or
        replacement as provided in this Paragraph 7, this Warrant shall be
        promptly canceled by the Company. The Company shall pay all taxes (other
        than securities transfer taxes) and all other expenses (other than legal
        expenses, if any, incurred by the holder or transferees) and charges
        payable in connection with the preparation, execution, and delivery of
        Warrants pursuant to this Paragraph 7.

                    (e) -REGISTER. The Company shall maintain, at its principal
        executive offices (or such other office or agency of the Company as it
        may designate by notice to the holder hereof), a register for this
        Warrant, in which the Company shall record the name and address of the
        person in whose name this Warrant has been issued, as well as the name
        and address of each transferee and each prior owner of this Warrant.

                    (f) -EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the
        time of the surrender of this Warrant in connection with any exercise,
        transfer, or exchange of this Warrant, this Warrant (or, in the case of
        any exercise, the Warrant Shares issuable hereunder), shall not be
        registered under the Securities Act of 1933, as amended (the "Securities
        Act") and under applicable state securities or blue sky laws, the
        Company may require, as a condition of allowing such exercise, transfer,
        or exchange, (i) that the holder or transferee of this Warrant, as the
        case may be, furnish to the Company a written opinion of counsel, which
        opinion and counsel are acceptable to the Company, to the effect that
        such exercise, transfer, or exchange may be made without registration
        under said Act and under applicable state securities or blue sky laws,
        (ii) that the holder or transferee execute and deliver to the Company an
        investment letter in form and substance acceptable to the Company and
        (iii) that the transferee be an "accredited investor" as defined in Rule
        501(a) promulgated under

<PAGE>   9



        the Securities Act; provided that no such opinion, letter or status as
        an "accredited investor" shall be required in connection with a transfer
        pursuant to Rule 144 under the Securities Act. The first holder of this
        Warrant, by taking and holding the same, represents to the Company that
        such holder is acquiring this Warrant for investment and not with a view
        to the distribution thereof.

           8. -REGISTRATION RIGHTS. The initial holder of this Warrant (and
        certain assignees thereof) is entitled to the benefit of such
        registration rights in respect of the Warrant Shares as are set forth in
        Section 2 of the Registration Rights Agreement.

           9. -NOTICES. All notices, requests, and other com-munications
        required or permitted to be given or delivered hereunder to the holder
        of this Warrant shall be in writing, and shall be personally delivered,
        or shall be sent by certified or registered mail or by recognized
        overnight mail courier, postage prepaid and addressed, to such holder at
        the address shown for such holder on the books of the Company, or at
        such other address as shall have been furnished to the Company by notice
        from such holder. All notices, requests, and other communications
        required or permitted to be given or delivered hereunder to the Company
        shall be in writing, and shall be personally delivered, or shall be sent
        by certified or registered mail or by recognized overnight mail courier,
        postage prepaid and addressed, to the office of the Company at 218
        Tearall Road, Raynham, Massachusetts 02767, Attention: Chief Executive
        Officer, or at such other address as shall have been furnished to the
        holder of this Warrant by notice from the Company. Any such notice,
        request, or other communication may be sent by facsimile, but shall in
        such case be subsequently confirmed by a writing personally delivered or
        sent by certified or registered mail or by recognized overnight mail
        courier as provided above. All notices, requests, and other
        communications shall be deemed to have been given either at the time of
        the receipt thereof by the person entitled to receive such notice at the
        address of such person for purposes of this Paragraph 9, or, if mailed
        by registered or certified mail or with a recognized overnight mail
        courier upon deposit with the United States Post Office or such
        overnight mail courier, if postage is prepaid and the mailing is
        properly addressed, as the case may be.

           10. -GOVERNING LAW. THIS WARRANT SHALL BE ENFORCED, GOVERNED BY AND
        CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
        APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITH SUCH
        STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS. THE PARTIES
        HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES
        FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK WITH RESPECT TO ANY DISPUTE
        ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN CONNECTION
        HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH
        PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
        MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT
        SERVICE OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE
        DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN
        ANY SUCH SUIT OR PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S
        RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. BOTH
        PARTIES AGREE THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR
        PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHE JURISDICTIONS
        BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER LAWFUL MANNER. THE PARTY WHICH
        DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER THIS WARRANT SHALL BE
        RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING ATTORNEYS' FEES,
        INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH DISPUTE.

           11. -MISCELLANEOUS.

               (a)   -AMENDMENTS. This Warrant and any provision hereof may
        only be amended by an instrument in writing signed by the Company and
        the holder hereof.

               (b)   -DESCRIPTIVE  HEADINGS.  The descriptive headings of the
        several paragraphs of this Warrant are inserted for purposes of
        reference only, and shall not affect the meaning or construction of any
        of

<PAGE>   10
the provisions hereof.

             (c)     CASHLESS EXERCISE.  Notwithstanding anything to the
contrary contained in this Warrant, this Warrant may be exercised by
presentation and surrender of this Warrant to the Company at its principal
executive offices with a written notice of the holder's intention to effect a
cashless exercise, including a calculation of the number of shares of Common
Stock to be issued upon such exercise in accordance with the terms hereof (a
"Cashless Exercise"). In the event of a Cashless Exercise, in lieu of paying the
Exercise Price in cash, the holder shall surrender this Warrant for that number
of shares of Common Stock determined by multiplying the number of Warrant Shares
to which it would otherwise be entitled by a fraction, the numerator of which
shall be the difference between the then current Market Price per share of the
Common Stock and the Exercise Price, and the denominator of which shall be the
then current Market Price per share of Common Stock. For example, if the holder
is exercising 100,000 Warrants with a per Warrant exercise price of $0.75 per
share through a cashless exercise when the Common Stock's current Market Price
per share is $2.00 per share, then upon such Cashless Exercise the holder will
receive 62,500 shares of Common Stock.

             (d)     REMEDIES.  The Company acknowledges that a breach by it of
its obligations hereunder will cause irreparable harm to the holder, by
vitiating the intent and purpose of the transaction contemplated hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations under this Warrant will be inadequate and agrees, in the event of a
breach or threatened breach by the Company of the provisions of this Warrant,
that the holder shall be entitled, in addition to all other available remedies
at law or in equity, and in addition to the penalties assessable herein, to an
injunction or injunctions restraining, preventing or curing any breach of this
Warrant and to enforce specifically the terms and provisions thereof, without
the necessity of showing economic loss and without any bond or other security
being required.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>   11
      IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.


                                                INFOTOPIA, INC.


                                                By:
                                                      --------------------------
                                                      Daniel Hoyng
                                                      Chief Executive Officer


Dated as of December __, 2000
<PAGE>   12
                           FORM OF EXERCISE AGREEMENT


                                                   Dated: ________________, 200_

To:      Infotopia, Inc.

         The undersigned, pursuant to the provisions set forth in the within
Warrant, hereby agrees to purchase _________ shares of Common Stock covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant: [ ] in cash or by certified or official bank check in
the amount of, or, [ ] by surrender of securities issued by the Company
(including a portion of the Warrant) having a market value (in the case of a
portion of this Warrant, determined in accordance with Section 11(c) of the
Warrant) equal to $___________. Please issue a certificate or certificates for
such shares of Common Stock in the name of and pay any cash for any fractional
share to:



                                   Name:
                                           ----------------------------


                                   Signature:
                                   Address:
                                           ----------------------------

                                           ----------------------------


                                   Note:          The above signature should
                                                  correspond exactly with the
                                                  name on the face of the within
                                                  Warrant, if applicable.

and, if said number of shares of Common Stock shall not be all the shares
purchasable under the within Warrant, a new Warrant is to be issued in the name
of said undersigned covering the balance of the shares purchasable thereunder
less any frac-tion of a share paid in cash.
<PAGE>   13
                               FORM OF ASSIGNMENT

      FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
all the rights of the undersigned under the within Warrant, with respect to the
number of shares of Common Stock covered thereby set forth hereinbelow, to:


Name of Assignee                    Address                    No of Shares






, and hereby irrevocably constitutes and appoints ______________________________
as agent and attorney-in-fact to transfer said Warrant on the books of the
within named corporation, with full power of substitution in the premises.


Dated:  ___________, 200_


In the presence of:
                                              ----------------------------
                                     Name:
                                             -----------------------------


                                     Signature:
                                               ---------------------------
                                     Title of Signing Officer or Agent (if any):

                                                  ------------------------------
                                     Address:
                                                  ------------------------------
                                                  ------------------------------

                                          Note:   The above signature should
                                                  correspond exactly with the
                                                  name on the face of the within
                                                  Warrant, if applicable.