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                         EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment agreement (Agreement) is made and effective this 8th
Day of January, 2001 by and between Infotopia Inc. (Company) and Douglas
Blattner (Executive).

NOW, THEREFORE, the parties hereto agree as follows:

1.       EMPLOYMENT
The Company hereby agrees to employ the Executive, for a term beginning on
January 8, 2001 and ending January 7th, 2002 as its Vice President of Internet
Direct Marketing or at a higher responsible management position with the Company
and the Executive hereby accepts such employment in accordance with the terms of
this Agreement.

Not withstanding the aforesaid, if this Agreement shall not have been terminated
in accordance with the provisions herein on or before December 7th, 2001, the
remaining term of the Agreement shall be extended such that each and every
moment of time thereafter, the remaining term shall be one year unless (a) the
Agreement is terminated earlier in accordance with the provisions herein or (b)
on or after July 26, 2001, the Board of Directors or the Executive Committee of
the Company notifies the Executive in writing of its determination to have the
date of this Agreement expire one year from the date of such notification.

In the event of any conflict or ambiguity between the terms of this Agreement
and terms of employment applicable to regular employees, the terms of this
Agreement shall control.

2.       DUTIES OF THE EXECUTIVE
The executive will deliver a business plan and accompanying financial model for
the company's IDMC division. The business plan and financial model will have
full "buy-in" and support from all other IDMC executives before it is
submission.

In addition the executive will specify an information systems architecture
capable of supporting the approved business plan and financial model.
Architectural decisions will, at all times, be consistent with the approved
business plan and financial model.

The executive will develop a budget that consolidates all aspects of IDMC
operations. As in the case of the business plan and financial model, the budget
will have the full support and "buy-in" from all other IDMC executives before it
is submission.

The executive will be responsible for the construction and dependable operation
of IDMC's information systems infrastructure.

3.       COMPENSATION
The Executive will be paid compensation during this Agreement as follows:

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A.)  A base salary, commencing January 8th, 2001 of not less than $75,000 per
     year, (or such greater amounts as may be approved by the Board of Directors
     or the executive committee in accordance with authority given by the Board
     of Directors) payable in installments on a semi-monthly but not less than a
     monthly schedule. The Executive's base salary may be increased consistent
     with recommendations of the Executive Committee of the Board. At least
     annually the Executive Committee shall review the Executive's base salary
     for competitiveness and appropriateness in the industry. In no event shall
     the Executive's base salary be less than $75,000 on an annual basis.

B.)  The Company agrees to pay a Quarterly Bonus of not less than $2,500 per
     calendar quarter to the Executive. During the term of this Agreement said
     bonus shall be paid in cash no later than the 1st day of each calendar
     quarter. The effective date of the quarterly bonus for this Agreement shall
     be March 1, 2001, with the first payment due (prorated for 4th Quarter
     Fiscal Year 2001) and payable to the Executive on or before April 1, 2001
     and continuing thereafter until the first day of January 2002. From time to
     time during the term of this Agreement, the Executive may receive a greater
     quarterly bonus if approved by the Executive Committee; however, the
     quarterly bonus shall never be less than $2,500.

C.)  In addition to the other payments referred to in this Agreement the
     Executive shall be entitled to receive and participate in an annual
     incentive bonus plan. The amount of the Executive's participation and the
     benefits paid under the incentive bonus plan shall be based upon goals
     recommended by the Executive and approved by the Executive Committee. The
     annual incentive bonus plan payments will be paid in cash and the payment
     will be made not later than 30 days following the close of the fiscal year
     for each year this Agreement is in effect.

D.)  In addition to other payments referred to in this Agreement, the Executive
     will be granted 500,000 shares of stock of the Company upon execution of
     this Agreement and 500,000 additional shares each three months for each of
     the succeeding years of the initial term of the agreement. The initial
     shares shall vest upon execution and be delivered not later than April 1,
     2001. The additional shares shall vest and at the end of each quarter.
     Prior to vesting, the Executive shall be entitled to receive dividends on
     and vote the unvested shares. Should this Agreement be terminated prior to
     January 1, 2002 such shares shall be delivered and vested to the Executive
     as stated above. If the Company, or its assets is acquired by another
     entity all stock in the agreement shall be consider due and vested.


E.)  The Executive may choose once each year of this Agreement to purchase an
     amount equal to one-third of his annual salary to stock or stock options.
     The purchase price shall be the lowest closing price of the preceding 12
     months.The Executive may take a ninety day note from the company to
     purchase these shares of stock. At ninety days the note is due and payable
     in full unless extended by the Board of Directors of Infotopia.

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F.)  If any payments due the Executive under this Agreement result in the
     Executive's liability for an excise tax ("parachute tax") under Section 49
     of the Internal Revenue Code of 1986, as amended (the "Code") the Company
     will pay to the Executive, after deducting any Federal, State or local
     income tax imposed, the "parachute tax" liability. Such payment shall be
     made to the Executive no later than 30 days prior to the due date of the
     "parachute tax."

G.)  All shares included in this agreement shall carry piggyback registration
     rights.


4.       BENEFITS

A.)  Holidays: The Executive will be entitled to at least nine (9) paid holidays
     each calendar year and twelve (12) personal days. The Company will notify
     the Executive on or about the beginning of each calendar year with respect
     to the holiday schedule for the coming year. Personal holidays, if any,
     will be scheduled in advance subject to the requirements of the Company.
     Such holidays must be taken during the calendar year and unused days shall
     not carry forward into the next year.

B.)  Vacation: The Executive shall be entitled to four (4) weeks (twenty
     days) paid vacation days per year effective as of the date of the
     Agreement.

C.)  Sick Leave: The Executive shall be entitled to sick leave and emergency
     leave according to the regular policies and procedures of the Company.
     Additional sick leave or emergency leave over and above paid leave provided
     by the Company, if any, shall be granted at the discretion of the Executive
     Committee of the Board of Directors.

D.)  The Company shall provide at its' expense Officer's and Director's
     liability insurance covering the Executive for the term of this Agreement.
     Such coverage shall be in the amount of not less than $5 million and shall
     be effective not later than April 1, 2002

E.)  Medical Insurance: Company agrees to include Executive and his family
     members in the group medical and hospital plan of the Company. If the
     Company does not provide Medical Insurance the Executive may be reimbursed
     for his own coverage.

F.)  Pension and Profit Sharing Plan: The Executive shall be eligible to
     participate in any pension or profit sharing plan or other type plan
     adopted by the Company for the benefit of its officers and/or regular
     employees.

G.)  In addition to any other compensation, an automobile allowance in the
     amount of $475 per month to be paid to the Executive each month during the
     term of this Agreement.

H.)  Expense Reimbursement: The Executive shall be entitled to reimbursement for
     all reasonable expenses, including travel and entertainment incurred by the
     Executive in

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     the performance of his duties. The Executive will maintain records and
     written receipts as required by Company policy and reasonably requested by
     the Board of Directors to substantiate such expenses. Subject to the terms
     of Section 2, the Executive may, at his sole discretion, work from his
     residence or a location of his choice. The Company will reimburse the
     Executive for reasonable home office use, including but not limited to an
     appropriate computer/modem installation.

I.)  Cell phone: Executive shall be entitled to reimbursement for cell phone or
     the Company may at its expense provide the Executive with such service.

J.)  Financial and Tax Advice: During (a) the term of this Agreement (b) the 12
     month period following the termination of this Agreement as a result of
     Death and/or Disability, and (c) the three year period following the
     voluntary termination by the Executive with good reason or the involuntary
     termination by the Company without cause... the Company shall provide the
     Executive (or, if Executive shall have died, his estate) at the Company's
     expense, third party professional financial and tax advisory services,
     primarily oriented to planning in light of the Executive's entitlement to
     compensation and benefits and appropriate in light of circumstances of
     Executive or his estate. Executive (or his estate) may select the service
     professional of his choice.

5.   TERMINATION
A.   The Company shall have the right to terminate this Agreement under the
     following circumstances:
   i.  Upon the death of the Executive.
  ii.  Upon notice to the Executive in the event of notice of illness or other
       disability which has incapacitated him from performing his duties for 12
       consecutive months as determined in good faith by the Board.
 iii.  For good cause upon notice from the Company. Termination by the Company
       of the Executive for "good cause" as used in this Agreement shall be
       limited to mean gross negligence, misappropriation or theft of Company
       funds or conviction of state or federal offenses, which would prevent
       the Executive from performance of his duties.
  iv.  Anytime during the first ninety days of the agreement, at the sole
       discretion of the Board of Directors. If termination happens during this
       ninety days only the common stock vested on signing of this agreement
       will be considered due and earned.
   v.  In the event of bankruptcy or insolvency the Company may terminate this
       agreement with no additional liabilities other than that due on the date
       of termination. No future wages or benefits will be owed.
With respect to any termination for good cause by the Company, the specifics of
the cause shall be communicated to the Executive in writing at least thirty (30)
days prior to the date on which the termination is proposed to take effect. The
Executive shall be given the opportunity to correct or respond to such cause.
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B.   If this Agreement is terminated pursuant to Section 5 (A - iii) above,
     Executive's rights and the Company's obligations hereunder shall forthright
     terminate except as expressly provided in this Agreement.

C.   If this Agreement is terminated pursuant to Section 5 (A - i or ii) hereof,
     Executive or his estate shall be entitled to receive 100% of the Executives
     salary and incentives for the balance of the term of the Agreement,
     together with bonus and other incentives as provided for in this Agreement.

6.       TERMINATION BY EXECUTIVE
The Executive shall have the right to terminate this Agreement with thirty (30)
days written notice the Company given within sixty (60) days of the occurrence
of any of the following events:

A.       The Company acts to materially reduce the Executive's position, title,
         duties, authority or responsibilities.

B.       The Company acts to reduce the compensation, bonus or incentives of the
         Executive.

7.       CONSEQUENCES OF BREACH BY THE COMPANY
A.   If this Agreement is terminated pursuant to Section 5 hereof, or if the
     Company shall terminate the Executive or the Executive's duties under this
     Agreement in any way that is a breach by the Company, the following shall
     apply:

  i.   The Executive shall receive a cash payment that is equal to the present
       value of the Executive's base salary hereunder for the remainder of the
       term, payable within 30 days of the date of such termination.

 ii.   The Executive shall be entitled to bonus payments and benefits as
       provided in Section 3 (it being understood, however, that all such bonus
       payments, if made pursuant to this clause, shall be paid in cash
       regardless of whether or not such payments exceed the cash limit.

iii.   All stock options and common stock and restricted stock granted by the
       Company to the Executive under this Agreement shall accelerate and become
       immediately vested and exercisable.





B.   The parties believe that because of the limitations of Section 5 the above
     payments do not constitute "Excess Parachute Payments" under section 280G
     of the Internal Revenue Code of 1954, as amended (the Code).
     Notwithstanding such belief, if any benefit is determined to be an "Excess
     Parachute Payment" the Company shall pay the Executive an additional amount
    (Tax Payment) such that (x) the excess of all
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     Excess Parachute Payments (including payment under this sentence) over the
     sum of the excise tax thereon under section 4999 of the Code and under
     applicable state law is equal to (y) the excess of all Excess Parachute
     Payments (excluding payments under this sentence) over income tax thereon
     under subtitle A of the Code and under applicable state law provided that
     the Company shall not be obligated to make tax payment in excess of the
     value of 6.6667 Compensation Years. For the purposes hereof, the value of a
     Compensation Year, including stock options and bonus entitlements, is
     defined as equal two (2) times the base salary set forth in this Agreement.

8.       CHANGE OF CONTROL
If, within twenty-four (24) months following a change of control, the Executive
is terminated, the termination shall be deemed a "Change of Control
Termination." For the purpose of this paragraph... (a) The delivery of a notice
of termination by the Company... within 24 months of a Change of Control and (b)
a Constructive Discharge within 24 months following a Change of Control will
also be deemed a Change of Control Termination. In the event of a Change of
Control Termination, the Company will pay to the Executive a lump sum payment of
299% of the Executive's average annual base salary plus both quarterly and
annual incentive bonuses during the preceding 1 year period. In the event that a
Change of Control Termination occurs before the Executive completes one (1)
years of service, the lump sum payment will be valued at 299% of the Executive's
average annual base salary plus both quarterly and annual incentive bonuses
during all years of service. Additionally, any options and or restricted stock
granted to the Executive shall become fully vested as of the date of the Change
of Control Termination. Provided further, the Executive will receive a cash
payment equal to the value of any options anticipated to be granted... within
(1) year following the Change of Control Termination.

If any portion of any payment or distribution by the Company, to or for the
benefit of the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this section ... shall be subject to the
excise tax imposed by section 4999 of the (Internal Revenue) Code, or any
interest or penalties are incurred by the Executive with respect to such excise
tax... the Company shall pay to the Executive an additional payment (the
Gross-up Payment) in an amount such that after the payment of such Excise Tax,
including, without limitation, any income tax and excise tax imposed on the
Gross-up payment, the Executive retains an amount including the Gross-up Payment
equal to the total payment hereunder without regard to the Gross-up Payment.



"Change of Control" shall be deemed to have occurred if at any time or from time
to time after the date of this agreement:
  i.   Any "person" or "group"...is or becomes the "beneficial owner"...directly
       or indirectly, of securities of the Company representing 40% or more of
       the combined voting power of the Company's then outstanding securities...
       or,


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 ii.   The stockholders of the Company approve a merger or consolidation with
       any other corporation, other than a merger or consolidation which would
       result in the voting securities of the Company... continuing to
       represent... more than 50% of the combined voting power of the voting
       securities or such surviving entity outstanding immediately after such
       merger or consolidation, or the stockholders of the Company approve a
       plan of complete liquidation of the Company or an agreement for the sale
       or disposition by the Company of all or substantially all of the
       Company's assets...or

iii.   The Company has a change in Board Majority unapproved by at least
       three-fourths of the directors.

9.       REMEDIES
The Company recognizes that because of the Executive's special talents, stature,
and opportunities in the industry, and because of the creative nature of and
compensation practices of the industry and the material impact that individual
projects can have on a company's results of operations, in the event of
termination by the Company hereunder or in the event of termination by the
Executive before the end of the agreed term, the Company acknowledges and agrees
that the provisions of this Agreement regarding further payments of base salary,
bonuses and the exercisability of stock options constitute fair and reasonable
provisions for the consequences of such termination, do constitute a penalty and
such payments and benefits shall not be limited or reduced by amounts that the
Executive might earn or be able to earn from any other employment or ventures
during the remainder of the agreed term of this Agreement.
















10.      NOTICES
Any notice required by this Agreement or given in connection with it, shall be
in writing and shall be given to the appropriate party by personal delivery or
be certified mail, postage pre-paid, or recognized overnight delivery service;

                                    If to the Company:

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                                            Infotopia, Inc
                                             218 Tearall Road
                                                Raynham, Ma 02767
                                            Attn.: Daniel Hoyng, CEO


                                    If to the Executive:

                                            Douglas Blattner
                                             10100 Plomosh Place
                                              Las Vegas, NV 89134



11.      FINAL AGREEMENT
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. Only a further writing that is duly executed by
both parties may modify this Agreement.

12.      GOVERNING LAW
This Agreement shall be construed and enforced in accordance with the laws of
the Commonwealth of Massachusetts.

13.      HEADINGS
Headings in this Agreement are provided for convenience only and shall not be
used to construe meaning or intent.

14.      BINDING AGREEMENT
This Agreement shall be binding upon and inure to the benefit of the Executive,
his heirs, distributees and assigns.

15.      SEVERABILITY
If a court of competent jurisdiction to be invalid or unenforceable, then this
Agreement, holds any term of this Agreement including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.




16.       ARBITRATION
The parties agree that they will use their best efforts to amicably resolve any
dispute arising out of or relating to this Agreement. Any controversy, claim or
dispute that cannot be so resolved shall be settled by final binding arbitration
in accordance with the rules of the American Arbitration Association and
judgement upon the award rendered by the arbitrator or arbitrators may be
entered in any court having jurisdiction thereof. Any such
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Arbitration shall be concluded in such place as shall be mutually agreed upon by
the parties. Within fifteen (15) days of the commencement of the arbitration,
each party shall select one person to act as arbitrator, and the two arbitrators
shall select a third arbitrator within ten (10) days of their appointment. Each
party shall bear its own costs and expenses and an equal share of the
arbitrator's expenses and administrative fees of arbitration.

17.       PROTECTION OF THE COMPANY'S INTERESTS
During the term of this Agreement, the Executive shall not directly or
indirectly engage in competition with the Company. At no time shall the
Executive divulge, furnish, or make accessible to any person any information of
a confidential or proprietary nature obtained by him while in the employ of the
Company except as necessary in the performance of his duties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first above written.





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Douglas Blattner


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Daniel J. Hoyng
Chairman and CEO, Infotopia, Inc