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...Infotopia Inc • January 11th, 2001 • Medicinal chemicals & botanical products • New York
1 Exhibit (10)(ii)(13) EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (Agreement) is made and effective this 13th Day of August 2001 by and between Infotopia, Inc. (Company) and Gregory L. Kofford (Executive). NOW, THEREFORE, the...Executive Employment Agreement • August 16th, 2001 • Infotopia Inc • Medicinal chemicals & botanical products • Ohio
Exhibit 10.5 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is made and entered into as of the 11th day of December, 2001 by and among BEACON MARKETING SERVICES, INC., a Maine corporation ("Beacon") and DANMARK, INC....Assignment and Assumption Agreement • January 18th, 2002 • Infotopia Inc • Medicinal chemicals & botanical products
SETTLEMENT AGREEMENT, RELEASE AND COVENANT NOT TO SUE By way of this Settlement Agreement, Release and Covenant Not to Sue ("Agreement") the parties, Cactus Jack's Marketing Corporation ("Cactus Jack"), Jack E. Barringer and Emogene L. Barringer...Settlement Agreement • July 24th, 2000 • Infotopia Inc • Medicinal chemicals & botanical products
INFOTOPIA, INC.Subscription Agreement • January 18th, 2002 • Infotopia Inc • Medicinal chemicals & botanical products • New York
1 EXHIBIT 4(i)8 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 AUGUST...Infotopia Inc • August 16th, 2001 • Medicinal chemicals & botanical products • New York
BILL OF SALEInfotopia Inc • January 18th, 2002 • Medicinal chemicals & botanical products
1 EXHIBIT 4.3 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of December __, 2000, by and among Infotopia, Inc., a Nevada corporation, with headquarters located at 218 Tearall Road, Raynham, Massachusetts...Securities Purchase Agreement • January 11th, 2001 • Infotopia Inc • Medicinal chemicals & botanical products • New York
FORM OFSubscription Agreement • October 23rd, 2000 • Infotopia Inc • Medicinal chemicals & botanical products • Nevada
1 Exhibit 10.2 CONSULTING AGREEMENT This CONSULTING AGREEMENT (the "Agreement") made as of April ___, 2001, by and between, INFOTOPIA, INC., a Nevada corporation, (hereinafter the "Company") and I NET FINANCIAL MANAGEMENT, LTD., a British Virgin...Consulting Agreement • May 8th, 2001 • Infotopia Inc • Medicinal chemicals & botanical products • Ohio
Fee AgreementFee Agreement • June 8th, 2001 • Infotopia Inc • Medicinal chemicals & botanical products • Utah
1 EXHIBIT 10.13 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (Agreement) is made and effective this 26th Day of April 2000 by and between Infotopia, Inc. (Company) and Ernest Zavoral (Executive). NOW, THEREFORE, the parties...Executive Employment Agreement • January 11th, 2001 • Infotopia Inc • Medicinal chemicals & botanical products • Massachusetts
LICENSE AGREEMENT This LICENSE AGREEMENT ("Agreement") is made and entered into as of this 26th day of June, 2000, between TORSO TIGER, INC., a California corporation ("TT"), located at 1119 Colorado Avenue, Suite 104, Santa Monica, California 90401,...License Agreement • July 24th, 2000 • Infotopia Inc • Medicinal chemicals & botanical products • California
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...Marketing and Distribution Agreement • July 24th, 2000 • Infotopia Inc • Medicinal chemicals & botanical products
MUTUAL RELEASE AND SETTLEMENT AGREEMENT This Mutual Release and Settlement Agreement hereinafter ("RELEASE") is made and entered into as of June 12, 2000. Greenwood & Hall, a division of PCS Link, Inc. National Boston Medical, Inc. (NBM) Infotopia,...Mutual Release and Settlement Agreement • July 24th, 2000 • Infotopia Inc • Medicinal chemicals & botanical products • California
1 EXHIBIT 10.17 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment agreement (Agreement) is made and effective this 22nd Day of December, 2000 by and between Infotopia Inc. (Company) and Alan E. Ricks (Executive). NOW, THEREFORE, the parties...Executive Employment Agreement • January 11th, 2001 • Infotopia Inc • Medicinal chemicals & botanical products • Massachusetts
CONSULTING AGREEMENT THIS AGREEMENT (the "Agreement"), is made and entered into as of this 9th day of November, 2000, by and between JOHANNA MCCANN ("Consultant") and INFOTOPIA, INC., with offices at 218 Tearall, Raynham, Massachusetts 02767 (the...Consulting Agreement • November 9th, 2000 • Infotopia Inc • Medicinal chemicals & botanical products • Nevada
CONSULTING AGREEMENTConsulting Agreement • November 9th, 2000 • Infotopia Inc • Medicinal chemicals & botanical products • Nevada
EXHIBIT 10(ii)(8) EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment agreement (Agreement) is made and effective this 11th Day of January, 2001 by and between Infotopia, Inc. (Company) and Douglas Blattner (Executive). NOW, THEREFORE, the...Executive Employment Agreement • March 23rd, 2001 • Infotopia Inc • Medicinal chemicals & botanical products • Massachusetts
1 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...Executive Employment Agreement • January 23rd, 2001 • Infotopia Inc • Medicinal chemicals & botanical products • Massachusetts
Exhibit 10.1 November 6, 2001 Vitaquest International, Inc. 8 Henderson Drive West Caldwell, New Jersey 07006 Attn: Keith Frankel, President/CEO Re: Proposed Transactions between Infotopia, Inc. and Vitaquest International, Inc. Dear Mr. Frankel: This...Infotopia Inc • January 18th, 2002 • Medicinal chemicals & botanical products
1 EXHIBIT 10.11 THE INFOMERCIAL INFOMERCIAL DEVELOPMENT SYSTEMS, INC. DEVELOPMENT INFOMERCIAL PRODUCT INNOVATORS, INC. COMPANIES 9245 DOWDY DRIVE, SUITE 213 SAN DIEGO, CA 92121 infomercialdevelopment.com (858) 271-1086 PHONE (858) 271-4425 FAX...Distribution Agreement • January 11th, 2001 • Infotopia Inc • Medicinal chemicals & botanical products • California
WITNESSETH:Technical Analysis Agreement • January 11th, 2001 • Infotopia Inc • Medicinal chemicals & botanical products • Florida
1 EXHIBIT 10.14 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (Agreement) is made and effective this 26th Day of April 2000 by and between Infotopia, Inc. (Company) and Marek Lozowicki (Executive). NOW, THEREFORE, the parties...Executive Employment Agreement • January 11th, 2001 • Infotopia Inc • Medicinal chemicals & botanical products • Massachusetts
Exhibit 10.7 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement") is made this 20th day of December by and between TRENDIRECT MARKETING, INC. ("TRENDIRECT") a Delaware corporation having an address at 3635 Canfield Boardman Drive, Canfield, OH...Security Agreement • January 18th, 2002 • Infotopia Inc • Medicinal chemicals & botanical products • New Jersey
PLAN OF EXCHANGE Agreement dated as of April 25, 2000, between Dr. Abravanel's Formulas, Inc. a corporation organized under the laws of the State of Nevada, ("DABV"), National Boston Medical, Inc. ("NBMX"), a corporation organized under the laws of...Plan of Exchange Agreement • July 24th, 2000 • Infotopia Inc • Medicinal chemicals & botanical products • Nevada
Exhibit 10.8 SECURITY AGREEMENT THIS SECURITY AGREEMENT (the "Agreement") is made this 20th day of December by and between INFOTOPIA, INC. ("INFOTOPIA") a Nevada corporation having an address at 3635 Boardman Canfield Drive, Canfield, Ohio, 44406 and...Security Agreement • January 18th, 2002 • Infotopia Inc • Medicinal chemicals & botanical products • New Jersey
Exhibit 10.9 UNCONDITIONAL GUARANTYUnconditional Guaranty • January 18th, 2002 • Infotopia Inc • Medicinal chemicals & botanical products
To induce VITAQUEST to make, extend or renew loans, advances, credit, or other financial accommodations to or for the benefit of Borrower, to consent to the assignment by Guarantor to Borrower of Guarantor's rights and liabilities under that certain letter of intent dated November 6, 2001, as amended, among Borrower, Guarantor and VITAQUEST (the "LOI"), and in consideration of loans, advances, credit, or other financial accommodations made, extended or renewed to or for the benefit of Borrower, Guarantor hereby absolutely, irrevocably and unconditionally guarantees to VITAQUEST and its successors, assigns and affiliates the timely payment and performance of all liabilities and obligations of Borrower to VITAQUEST and its affiliates, including, but not limited to, all obligations under any notes, loan agreements, security agreements, letters of credit, swap agreements (as defined in 11 U.S. Code Section 101), instruments, accounts receivable, contracts, drafts, leases, chattel paper, in
EXHIBIT 10.(I) TECHNOLGY TRANSFER AGREEMENT AND AGREEMENT FOR FUTURE FORMULAS THIS AGREEMENT is made and entered into with an effective date of April 28, 1998 by and between Elliot D. Abravanel, M.D. and Mark Delott, collectively referred to as...Technolgy Transfer Agreement and Agreement for Future • December 10th, 1998 • DR Abravanels Formulas Inc/Ca
2 3 (b) In connection with the Rights granted by J Group to Infotopia hereunder, and subject to the conditions and limitations stated in the preceding clause 1(a), J Group hereby grants to Infotopia the exclusive worldwide license to use, jointly with...License Agreement • May 8th, 2001 • Infotopia Inc • Medicinal chemicals & botanical products • Massachusetts
STOCK OPTIONInfotopia Inc • January 14th, 2002 • Medicinal chemicals & botanical products • Ohio
1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment agreement (Agreement) is made and effective this 8th Day of January 7, 2001 by and between Infotopia Inc. (Company) and William F. Gross (Executive). NOW, THEREFORE, the parties hereto agree...Executive Employment Agreement • January 11th, 2001 • Infotopia Inc • Medicinal chemicals & botanical products • Massachusetts
LETTER OF UNDERSTANDING FOR CONSULTANT COMPENSATION This letter of Agreement confirms the understanding between Infotopia, Inc. ("The Company") and First Equity Capital, Inc., a New York Corporation, P.O. Box 2, P.A.C.C., New York City, NY 10129...Letter of Agreement • July 24th, 2000 • Infotopia Inc • Medicinal chemicals & botanical products
2 3 2. Engagement of Management Co.; Services of Management Co. (a) Subject to the satisfaction of the conditions precedent set forth in clauses 5(a) and 3(b) hereof, Infotopia shall engage Management Co. and its designees to render Management Co.'s...License Agreement • January 11th, 2001 • Infotopia Inc • Medicinal chemicals & botanical products • California
1 2 (c) Infotopia hereby agrees to (i) issue, sell and deliver to Thomson Kernaghan a warrant (the "Warrant") to purchase 1,000,000 shares of Common Stock (the "Warrant Shares") at a price per share of $.138, and (ii) to register Thomson Kernaghan's...Settlement Agreement • October 23rd, 2000 • Infotopia Inc • Medicinal chemicals & botanical products • Ontario
