To: Terry T. who wrote (56 ) 1/25/2001 9:35:34 AM From: scion Read Replies (1) | Respond to of 97 How is the IFTP - Millennium deal going to work? I have some trouble with the mechanics of this. IFTP and Millennium.... infotopia.com <em>After careful consideration the Company has decided to license this technology to Millennium Direct, Inc. (http://www.millenniumdirectinc.com) in exchange for approximately thirty-eight million dollars worth of their stock and a minimum of 85% control of their Company. The thirty-eight million represents the current capitalized value of the entire Company for Infotopia, Inc. thus establishing an even greater market capitalization for Infotopia, Inc. (IFTP). The Company’s attorneys are preparing documents at this time to complete this transaction. Infotopia would also sell at wholesale (same price our retail distributors pay), our products to Millennium Direct, Inc. to market to our database. In addition, Infotopia would receive a 5% royalty on the net profit generated from this system. Thus Infotopia will increase earnings per share and create significant shareholder value through the net worth of its stock portfolio. Infotopia’s key project managers would become employees for Millennium Direct, Inc. Millennium Direct, Inc.'s ability to market to all Direct Marketing Companies, not just Infotopia’s customer base, will allow it to grow to a potential two hundred million dollar company with fifty million in profit in less than two years. Millennium Direct, Inc. currently trades on the Pink Sheets as MMLD and has filed its Form 10 and expects to be eligible for the OTCBB in the next several weeks. Millennium Direct, Inc. is currently in the direct marketing business, like Infotopia, but only has one product, TheraCel, which is marketed through infomercials. Hawthorne Direct (http://www.hawthornedirect.com) presently manages the TheraCel campaign. The current management with the help of former Infotopia employees could concentrate on the Internet Direct Marketing concept. Millennium Direct, Inc. has also produced several award winning children's videos through its Kid Rom, Inc. subsidiary, which can bring great creativity and marketing skills to the Internet Direct Marketing concept.</em> secinfo.com ITEM 8. DESCRIPTION OF SECURITIES <em>Millennium is authorized by its Certificate of Incorporation, as amended, to issue an aggregate of 25,000,000 shares of common stock, par value $.0001 per share and 10,000,000 blank check preferred shares. As of June 30, 2000, 1,046,829 shares of common stock were issued and outstanding and 500,000 shares of Series A Preferred Stock were issued and outstanding. Other than the common stock and preferred stock, Millennium is not authorized to issue any other class of capital stock.