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                                                                    Exhibit 10.6

                                 PROMISSORY NOTE


$3,075,000.00
                                                               December 20, 2001

Trendirect Marketing, Inc.
3635 Boardman Canfield Drive
Canfield, OH 44406
(Hereinafter referred to as "TRENDIRECT")

Vitaquest International, Inc.
8 Henderson Drive
West Caldwell, New Jersey 07006
(Hereinafter referred to as "VITAQUEST")

TRENDIRECT promises to pay to the order of VITAQUEST, in lawful money of the
United States of America, at its office indicated above or wherever else
VITAQUEST may specify, the sum of Three Million Seventy Five Thousand and No/100
Dollars ($3,075,000.00) upon the terms provided in this Promissory Note
(including all renewals, extensions or modifications hereof, this "Note"). This
Note is issued pursuant to that certain letter of intent between the parties and
Infotopia, Inc. dated November 6, 2001, as amended (as so amended, the "LOI")
the terms of which are incorporated herein. Terms used but not otherwise defined
herein shall have the meanings ascribed to such terms in the LOI.

SECURITY. To secure this Note, TRENDIRECT has granted VITAQUEST a security
interest in the collateral described in that certain security agreement of even
date herewith (the "Security Agreement").

INTEREST RATE. No interest shall accrue on the unpaid principal balance of this
Note.

DEFAULT RATE. In addition to all other rights contained in this Note, if an
Event of Default (as defined herein) occurs and as long as an Event of Default
continues, all outstanding Obligations shall bear interest at 10% ("Default
Rate"). The Default Rate shall also apply from acceleration until all amounts
due under this Note or any judgment thereon is paid in full.

INTEREST AND FEE(S) COMPUTATION (ACTUAL/360). Interest and fees, if any, shall
be computed on the basis of a 360-day year for the actual number of days in the
applicable period ("Actual/360 Computation"). The Actual/360 Computation
determines the annual effective interest yield by taking the stated (nominal)
rate for a year's period and then dividing said rate by 360 to determine the
daily periodic rate to be applied for each day in the applicable period.
Application of the Actual/360 Computation produces an annualized effective rate
exceeding the nominal rate.

PREPAYMENT COMPENSATION. Principal may be prepaid in whole or in part at any
time without penalty.

REPAYMENT TERMS. This Note shall be due and payable as follows:

      $500,000.00 on or before December 31, 2001;
      $1,000,000.00 on or before February 18, 2002; and
      $500,000.00 at the end of each 30 day period thereafter until the
      principal balance of this Note is repaid in full.

LATE CHARGE. If any payments are not timely made, TRENDIRECT shall also pay to
VITAQUEST a late charge equal to 5% of each payment past due for 10 or more
business days.
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Acceptance by VITAQUEST of any late payment without an accompanying late charge
shall not be deemed a waiver of VITAQUEST's right to collect such late charge or
to collect a late charge for any subsequent late payment received.

ATTORNEYS' FEES AND OTHER COLLECTION COSTS. TRENDIRECT shall pay all of
VITAQUEST's reasonable expenses incurred to enforce or collect any of the
amounts due under this Note including, without limitation, reasonable
arbitration, paralegals', attorneys' and experts' fees and expenses, whether
incurred without the commencement of a suit, in any trial, arbitration, or
administrative proceeding, or in any appellate or bankruptcy proceeding.

EVENT OF DEFAULT. If any of the following occurs, an event of default ("Event of
Default") under this Note shall exist: NONPAYMENT; NONPERFORMANCE. The failure
of timely payment or performance of the amounts due under this Note, the
Security Agreement, the LOI, that certain Unconditional Guaranty from Infotopia,
Inc. in favor of VITAQUEST of even date herewith, that certain Security
Agreement between Infotopia, Inc. and VITQUEST of even date herewith, that
certain License Agreement between TRENDIRECT and VITAQUEST of even date
herewith, or any other document executed or provided in connection with any of
the foregoing documents or otherwise furnished VITAQUEST in connection with the
loan evidenced by this Note (collectively, the "Loan Documents") ; provided,
however TRENDIRECT shall be entitled to a ten (10) business day opportunity to
cure from receipt of prior written notice of a nonpayment default, and a thirty
(30) business day opportunity to cure from receipt of prior written notice of
any nonperformance default. FALSE WARRANTY. A warranty or representation made or
deemed made in the Note, the Security Agreement, the LOI or any other Loan
Document proves materially false, or if of a continuing nature, becomes
materially false. CROSS DEFAULT. At VITAQUEST's option, any default in payment
or performance of any obligation under any other loans, contracts or agreements
of TRENDIRECT or Infotopia, Inc., any Subsidiary or Affiliate of TRENDIRECT, any
general partner of or the holder(s) of the majority ownership interests of
TRENDIRECT with VITAQUEST or its affiliates ("Affiliate" shall have the meaning
as defined in 11 U.S.C. Section 101, except that the term "TRENDIRECT" shall be
substituted for the term "Debtor" therein; "Subsidiary" shall mean any business
in which TRENDIRECT holds, directly or indirectly, a controlling interest).
CESSATION; BANKRUPTCY. The death of, appointment of a guardian for, dissolution
of, termination of existence of, loss of good standing status by, appointment of
a receiver for, assignment for the benefit of creditors of, or commencement of
any bankruptcy or insolvency proceeding by or against TRENDIRECT, its
Subsidiaries or Affiliates, if any, or any general partner of or the holder(s)
of the majority ownership interests of TRENDIRECT. MATERIAL CAPITAL STRUCTURE OR
BUSINESS ALTERATION. Without prior written consent of VITAQUEST, (i) a material
alteration in the kind or type of TRENDIRECT's business or that of TRENDIRECT's
Subsidiaries or Affiliates, if any; (ii) the sale of substantially all of the
business or assets of TRENDIRECT, any of TRENDIRECT's Subsidiaries or Affiliates
or any guarantor, or a material portion (10% or more) of such business or assets
if such a sale is outside the ordinary course of business of TRENDIRECT, or any
of TRENDIRECT's Subsidiaries or Affiliates or any guarantor, or any transfer of
more than 50% of the outstanding stock or voting power of or in TRENDIRECT or
any other such entity in a single transaction or a series of transactions,
except in the case of such a stock sale or a sale of substantially all of the
business or assets of TRENDIRECT or that of TRENDIRECT's Subsidiaries or
Affiliates to a publicly traded "blank check" company with de minimis
liabilities (including its subsidiaries) provided that, following such sale to
such publicly traded "blank check" company, VITAQUEST remains in substantially
the same position (having substantially the same rights) as existed prior to
such sale; (iii) the acquisition of substantially all of the business or assets
or more than 50% of the outstanding stock or voting power of any other entity;
(iv) should any TRENDIRECT or any of TRENDIRECT's Subsidiaries or Affiliates or
any guarantor enter into any merger or consolidation, except in the case of any
merger or consolidation of TRENDIRECT or any of TRENDIRECT's Subsidiaries or
Affiliates with or into a publicly traded "blank check" company with de minimis
liabilities (including its subsidiaries) provided that, following such merger or
consolidation with such publicly traded "blank check" company, VITAQUEST remains
in substantially the same position (having substantially the same rights) as
existed prior to such merger or consolidation. LOI; SECURITY AGREEMENT. A
failure to comply with any of the terms of the LOI, the Security Agreement, or
any other Loan Document.


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FINANCIAL CONDITION. TRENDIRECT warrants, represents and covenants to VITAQUEST
that on and after the date hereof: (a) the fair saleable value of TRENDIRECT'S
assets exceeds its liabilities, TRENDIRECT is meeting its current liabilities as
they mature, and TRENDIRECT is and shall remain solvent; (b) all financial
statements of TRENDIRECT furnished to VITAQUEST are correct and accurately
reflect the financial condition of TRENDIRECT as of the respective dates
thereof; (c) since the date of such financial statements, there has not occurred
a material adverse change in the financial condition of TRENDIRECT; and (d)
there are not now pending any court or administrative proceedings or
undischarged judgments against TRENDIRECT, no federal or state tax liens have
been filed or threatened against TRENDIRECT, and TRENDIRECT is not in default or
claimed default under any agreement.


REMEDIES UPON DEFAULT. If an Event of Default occurs under this Note, the
Security Agreement, the LOI, or any other Loan Document, VITAQUEST may at any
time thereafter, take the following actions: ACCELERATION UPON DEFAULT.
Accelerate the maturity of this Note and, at VITAQUEST's option, any or all
other obligations, whereupon this Note and the accelerated obligations shall be
immediately due and payable. CUMULATIVE. Exercise any rights and remedies as
provided under this Note, the Security Agreement, the LOI or any other Loan
Document, or as provided by law or equity.

MISCELLANEOUS PROVISIONS. ASSIGNMENT. This Note shall inure to the benefit of
and be binding upon the parties and their respective heirs, legal
representatives, successors and assigns. VITAQUEST's interests in and rights
under this Note are freely assignable, in whole or in part, by VITAQUEST.
TRENDIRECT shall not assign its rights and interest hereunder without the prior
written consent of VITAQUEST, and any attempt by TRENDIRECT to assign without
VITAQUEST's prior written consent is null and void. Any assignment shall not
release TRENDIRECT from its obligations hereunder. APPLICABLE LAW; CONFLICT
BETWEEN DOCUMENTS. This Note and, unless otherwise provided in any other Loan
Document, the other Loan Documents shall be governed by and construed under the
laws of the state of New Jersey without regard to that state's conflict of laws
principles. TRENDIRECT'S ACCOUNTS. Except as prohibited by law, TRENDIRECT
grants VITAQUEST a security interest in all of TRENDIRECT's accounts with
VITAQUEST and any of its affiliates. JURISDICTION. TRENDIRECT irrevocably agrees
to non-exclusive personal jurisdiction in the state of New Jersey. SEVERABILITY.
If any provision of this Note shall be prohibited or invalid under applicable
law, such provision shall be ineffective but only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Note. NOTICES. Any notices to TRENDIRECT
shall be sufficiently given, if in writing and mailed or delivered to
TRENDIRECT's address shown above or such other address as provided hereunder,
and to VITAQUEST, if in writing and mailed or delivered to VITAQUEST's office
address shown above or such other address as VITAQUEST may specify in writing
from time to time. In the event that TRENDIRECT changes its address at any time
prior to the date that all amounts due under this Note are paid in full,
TRENDIRECT agrees to promptly give written notice of said change to VITAQUEST.
AMENDMENTS, WAIVERS AND REMEDIES. No waivers, amendments or modifications of
this Note and other Loan Documents shall be valid unless in writing and signed
by an officer of VITAQUEST. No waiver by VITAQUEST of any Event of Default shall
operate as a waiver of any other Event of Default or the same Event of Default
on a future occasion. Neither the failure nor any delay on the part of VITAQUEST
in exercising any right, power, or privilege granted pursuant to this Note and
other Loan Documents shall operate as a waiver thereof, nor shall a single or
partial exercise thereof preclude any other or further exercise or the exercise
of any other right, power or privilege. All remedies available to VITAQUEST with
respect to this Note and other Loan Documents and remedies available at law or
in equity shall be cumulative and may be pursued concurrently or successively.
FEES AND TAXES. TRENDIRECT shall promptly pay all documentary, intangible
recordation and/or similar taxes on this transaction whether assessed at closing
or arising from time to time.


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IN WITNESS WHEREOF, TRENDIRECT, on the day and year first above written, has
caused this Note to be executed under seal.




                                             TRENDIRECT MARKETING, INC.



                                             By: /s/ Ernest Zavoral
                                                 ------------------------
                                                     Ernest Zavoral, CEO


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