DEBT CONVERSION AGREEMENT

     This Debt Conversion  Agreement (this "Agreement") is made and entered into
as of the 15th day of November,  2001, by and between SPORTSNUTS,  INC.(formerly
known as  SportsNuts.com  International,  Inc.),  a  Delaware  corporation  (the
"Company"),  and GARDNER MANAGEMENT PROFIT SHARING PLAN AND TRUST, (the "Gardner
Trust"),  collectively  referred to hereinafter as the "Parties" or individually
as a "Party."

                                 R E C I T A L S

     WHEREAS,  Lender has  previously  loaned  certain  amounts  to the  Company
pursuant  to a  Convertible  Promissory  Note  dated  February  1,  2000  in the
principal amount of Four Hundred Fifty Thousand Dollars  ($450,000.00)  executed
by the Company in favor of Lender a copy of which is attached  hereto as Exhibit
"A" (the "Note");

     WHEREAS,  as of  November  15,  2001 One Hundred  Twenty-six  Thousand  Two
Hundred Sixty-Eight  Dollars and Forty-nine Cents ($126,268.49)  unpaid interest
has accrued on the Note (the "Accrued Interest");

     WHEREAS,  pursuant to the terms of the Note,  the Parties desire to convert
the Accrued Interest payable on the Note as of November 15, 2001 into restricted
Common Stock of the Company, as more fully described herein; and

     WHEREAS, upon the conversion of the Accrued Interest, the Parties desire to
cancel the  obligation  of the  Company  with  respect to payment of the Accrued
Interest due as of November 15, 2001.

     NOW  THEREFORE,  in  consideration  of the  mutual  covenants,  agreements,
conditions,  representations,  and warranties  contained in this Agreement,  the
Company and the Gardner Trust hereby agree as follows:

     1. Conversion to Common Stock; Cancellation of Expenditures

     Subject to the terms and conditions of this  Agreement,  the Parties hereby
agree to convert the Accrued  Interest  consisting  of  $126,268.49  into Twelve
Million Two  Hundred  Sixty-eight  Thousand  (12,268,000)  shares of  restricted
Common Stock of the Company (the "Stock"),  resulting in a  cancellation  of the
Accrued Interest due as of November 15, 2001.

     2. Representations and Warranties of the Company

     As a material inducement to the Gardner Trust to enter into this Agreement,
the Company makes the following  representations  and  warranties to the Gardner
Trust:

     2.1  Authority.  The  issuance of the Stock to the  Gardner  Trust upon the
terms and  conditions  set forth  herein has been  authorized  by all  requisite
corporate action;

     2.2 Validity of Stock. The Stock,  when issued by the Company in accordance
with the terms of this Agreement,  shall be duly and validly issued, fully paid,
and nonassessable.


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     3. Representations and Warranties of Denos

     As a material  inducement to the Company to enter into this Agreement,  the
Gardner Trust makes the following representations and warranties to the Company:

     3.1 Purchase  Entirely for Own Account.  The Stock is being acquired by the
Gardner  Trust for its own  account,  not as a nominee or agent,  and not with a
view to the resale or  distribution  of any part thereof,  and the Gardner Trust
has no present intention of selling, granting any participation in, or otherwise
distributing the same.

     3.2 Restricted Securities.  The Gardner Trust understands that the Stock it
is acquiring  hereunder is  characterized as "restricted  securities"  under the
U.S.  federal  securities laws inasmuch as it is being acquired from the Company
in a transaction not involving a public  offering and that,  under such laws and
applicable  regulations,  such securities may not be resold without registration
or the availability of an exemption from the registration  requirement under the
Securities Act. In this connection,  Lender  represents that it is familiar with
Rule 144 promulgated by the U.S.  Securities and Exchange Commission ("SEC"), as
presently in effect,  which allows for the resale of "restricted  securities" in
certain instances.

     3.3 Further  Limitations  on  Disposition.  Without in any way limiting the
representations  set forth above,  the Gardner Trust further  agrees not to make
any  disposition  of all or any portion of the Stock in the United States unless
and until:

     (a) there is then in effect a registration  statement  under the Securities
Act  covering  such  proposed  disposition  and  such  disposition  is  made  in
accordance with such registration statement; or

     (b) The Gardner  Trust  shall have  notified  the  Company of the  proposed
disposition  and shall  have  furnished  the  Company  with a  statement  of the
circumstances  surrounding  the  proposed  disposition,  and (ii) if  reasonably
requested by the Company,  the Gardner  Trust shall have  furnished  the Company
with an opinion of counsel,  reasonably  satisfactory to the Company,  that such
disposition  will not require  registration  of such shares under the Securities
Act.

     3.4 Legends and  Stop-Transfer  Orders.  The Gardner Trust understands that
the  certificate(s)  evidencing  the Stock may bear the  following  (or similar)
legend:

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
         INVESTMENT AND MAY NOT BE SOLD, PLEDGED, OR TRANSFERRED WITHIN IN THE
         UNITED STATES UNLESS THE SAME ARE REGISTERED UNDER THE SECURITIES ACT
         OF 1933, OR THE COMPANY RECEIVES AN OPINION FROM COUNSEL SATISFACTORY
         TO IT THAT SUCH REGISTRATION IS NOT REQUIRED.

The certificate(s) for the Stock may also bear any legend required by any
applicable state securities law. In addition to these legends, the Company shall
make a notation of these restrictions on transfer in its stock records and shall
issue appropriate stop-transfer orders to its transfer agent in the event these
securities are attempted to be sold without compliance with the requirements of
this Section.



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     4. Miscellaneous

     4.1  Modifications  and  Waivers.  This  Agreement  may not be  amended  or
modified,  nor may the  rights of any party  hereunder  be  waived,  except by a
written document that is executed by the Company and the Gardner Trust.

     4.2  Assignment.  This  Agreement is and shall be binding upon and inure to
the benefit of the Parties hereto and their respective successors and assigns.

     4.3 Rights and  Obligations  of Third Parties.  Nothing in this  Agreement,
whether  express or implied,  is intended to confer any rights or remedies under
or by reason of this  Agreement on any persons other than the Parties hereto and
their  respective  successors  and  permitted  assigns,  nor is anything in this
Agreement  intended to relieve or discharge  the  obligation or liability of any
third parties to any party to this  Agreement,  nor shall any provision give any
third  party  any  right of  subrogation  or  action  against  any Party to this
Agreement.

     4.4 Notices. Any notice, request, consent, or other communication hereunder
shall be in writing,  and shall be sent by one of the  following  means:  (i) by
registered or certified  first class mail,  postage  prepaid;  (ii) by facsimile
transmission;  (iii) by reputable overnight courier service; or (iv) by personal
delivery, and shall be properly addressed as follows:

If to the Company, to:                      If to the Gardner Trust, to:


Kenneth I. Denos                            Elbert W. Gardner, Trustee
SportsNuts, Inc.                            -------------------------------
10421 South 400 West, Suite 550             -------------------------------
Salt Lake City, UT 84095                    Tele:    (___) __________
Tele: (801) 816-2500                        Fax:     (___) __________
Fax: (801) 816-2599

or to such other address or addresses as the Company or Purchaser shall
hereafter designate to each other in writing. Notices sent by mail or by courier
shall be effective three (3) days after they are sent, and notices delivered
personally by facsimile shall be effective at the time of delivery thereof.

     4.5 Entire  Agreement.  This  Agreement,  including  the  Exhibits  hereto,
constitutes the entire  agreement  between the Parties hereto in relation to the
subject matter hereof. Any prior written or oral  negotiations,  correspondence,
or  understandings  relating to the subject matter hereof shall be superseded by
this Agreement and shall have no force or effect.

     4.6  Severability.   If  any  provision  which  is  not  essential  to  the
effectuation  of the basic purpose of this Agreement is determined by a court of
competent jurisdiction to be invalid and contrary to any existing or future law,
such  invalidity  shall not impair the operation of the remaining  provisions of
this Agreement.

     4.7 Headings.  The headings of the Sections of this  Agreement are inserted
for  convenience  of  reference  only and shall not affect the  construction  or
interpretation of any provisions hereof.


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     4.8  Exhibits.  The exhibits  attached  hereto and referred to herein are a
part of this  Agreement  for all  purposes.  Terms  which  are  defined  in this
Agreement shall have the same meanings when used in such exhibits.

     4.9  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each of which when executed and  delivered  shall be an original,
but all of which together shall constitute one and the same instrument.

     4.10 Governing Law. This  Agreement  shall be construed in accordance  with
and  governed  by the laws of the  State of Utah  without  regard  to the law of
conflict of laws.

     4.11 Delays or  Omissions.  No delay or  omission  to  exercise  any right,
power,  or remedy  accruing to either  party,  upon any breach or default of the
other party under this Agreement, shall impair any such right, power, or remedy,
nor shall it be  construed  to be a waiver of any such breach or default,  or an
acquiescence  therein,  or of or in any  similar  breach or  default  thereafter
occurring;  nor shall any  waiver of any  single  breach or  default be deemed a
waiver of any other breach or default theretofore or thereafter  occurring.  Any
waiver,  permit,  consent,  or approval of any kind or  character on the part of
either  party of any breach or default by the other party under this  Agreement,
or any waiver of any  provisions or conditions of this Agreement must be made in
writing and shall be effective only to the extent specifically set forth in such
writing.  All  remedies,  either  under this  Agreement  or by law or  otherwise
afforded to either party, shall be cumulative and not alternative.

     IN WITNESS WHEREOF, the Company and the Gardner Trust have each caused this
Agreement to be executed by their duly authorized  representatives as of the day
and year first above written.

                    SPORTSNUTS, INC.
                    (formerly known as SportsNuts.com International, Inc.)

                    By:/s/ Kenneth I. Denos, President
                    ----------------------------------------------------
                           Kenneth I. Denos, President

                    GARDNER MANAGEMENT PROFIT SHARING PLAN AND TRUST

                    By: /s/ Elbert W. Gardner
                    -----------------------------------------------------
                       Elbert W. Gardner, Trustee


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                                   EXHIBIT "A"

                           CONVERTIBLE PROMISSORY NOTE
                             DATED FEBRUARY 1, 2000

[Filed as an Exhibit to the Company's Annual Report on Form 10-KSB,
 filed with the Commision on March 30, 2000.]