NOTE PURCHASE AGREEMENT


     This NOTE PURCHASE AGREEMENT (this "Agreement") is made and entered into as
of the 1st day of February,  2002, by and between  SPORTSNUTS,  INC., a Delaware
corporation  (the  "Company"),  and MOORE,  CLAYTON & CO.,  INC.  ("Purchaser"),
collectively, referred to hereinafter as the "Parties."

                              W I T N E S S E T H :

     WHEREAS,  the Company  desires to sell a Note to  Purchaser,  and Purchaser
desires  to  lend  to the  Company  One  Hundred  Thirty-five  Thousand  Dollars
($135,000.00) pursuant to the terms and conditions contained herein;

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

1.   PURCHASE AND SALE OF THE PROMISSORY NOTE

     1.1 Purchase and Sale of Note.  Subject to the terms and conditions of this
Agreement,  upon execution of this Agreement, the Company hereby agrees to issue
to  Purchaser  and  Purchaser  hereby  agree  to  acquire  from  the  Company  a
Convertible  Promissory  Note  ("Note") in the  principal  amount of One Hundred
Thirty-Five  Thousand  Dollars  ($135,000) (the "Principal  Amount"),  a copy of
which is  attached  hereto as Exhibit  "A." The Note shall bear  interest at the
rate of ten  percent  (10%) per annum and shall  have a term of five (5)  years,
commencing on the Closing Date as defined  below.  Interest  shall be payable in
arrears in cash or shares of Common  Stock of the  Company as more  particularly
set forth in the Note.

     1.2  Warrants.  In  conjunction  with  the  purchase  and  sale of the Note
(including  payment  therefor),  the  Company  shall issue to  Purchaser  or its
permitted  assigns  warrants  ("Warrants")  to acquire  5,000,000  shares of the
Company's  Common  Stock at an  exercise  price  equal to $0.03 per  share.  The
Warrants  shall be exercisable at any time from the date hereof and shall expire
if not exercised within two (2) years from the Closing Date as defined below.

     1.3  Closing.  The  purchase  and sale of the Note and the  issuance of the
Warrants  shall take place at the offices of the  Company on or before  February
15, 2002, or at such other location or locations as mutually  agreed between the
Parties  (this event is hereafter  referred to as the  "Closing" and the date of
the Closing is hereafter referred to as the "Closing Date").

2.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY

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



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     2.1 Organization, Standing, and Qualification. The Company is a corporation
that is duly organized, validly existing, and in good standing under the laws of
the State of Delaware,  has all necessary  corporate  power and authority to own
properties  owned by it and carry on its  business as now owned and  operated by
it, and is duly qualified to do business as a foreign corporation and is in good
standing  in all  jurisdictions  in which  failure  to so  qualify  would have a
materially  adverse  effect upon its  operations  or  financial  condition.  for
issuance upon conversion of the Note.

     2.2  Authorization.  All  corporate  action  on the  part  of  the  Company
necessary for (i) the authorization, execution, delivery, and performance of all
the obligations of the Company under this Agreement and the  consummation of the
transactions contemplated herein, (ii) the authorization,  issuance,  execution,
and  delivery of the Note by the  Company  hereunder,  (iii) the  authorization,
issuance,  execution, and delivery of the Warrants by the Company hereunder, and
(iv) the  authorization  and  issuance  of the Common  Stock  issuable  from the
exercise of the Warrants or the conversion of the Note hereunder,  has been duly
taken and this  Agreement  constitutes  a valid and  binding  obligation  of the
Company. The Company has provided Purchaser with true and accurate copies of the
appropriate  resolutions  (where  requested)  of  its  Board  of  Directors  and
shareholders  (if  necessary)  relating to this  transaction,  certified  by the
Secretary  of the Company as true,  accurate,  and  effective  as of the Closing
Date.

     2.3 Articles of Incorporation  and Bylaws.  The Company is not currently in
violation  of any  provision  of its  Articles of  Incorporation  or Bylaws,  as
amended  and in effect on the Closing  Date.  There is no default or event that,
with notice or lapse of time,  or both,  would  conflict  with or  constitute  a
breach of the Company's  Articles of  Incorporation  or Bylaws.  The Company has
provided  Purchaser with copies of the Certificate of  Incorporation  and Bylaws
(or other comparable documents) of the Company certified by the Secretary of the
Company as true, accurate, and effective as of the Closing Date.

3.   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     3.1 Authorization. Purchaser represents and warrants that all action on the
part of Purchaser  necessary for the  authorization,  execution,  delivery,  and
performance of all the  obligations  of Purchaser  under this Agreement has been
taken prior to the Closing Date and that this Agreement  constitutes a valid and
legally  binding  obligation of Purchaser  enforceable  in  accordance  with its
terms,  subject  to  applicable  bankruptcy,  insolvency,   reorganization,  and
moratorium laws and other laws of general application  affecting  enforcement of
creditors' rights generally and to general equitable principles.

     3.2 Information.  Purchaser represents that, prior to the execution of this
Agreement, Purchaser has had access to all information regarding the Company and
its  present  and  prospective  business,   assets,  liabilities  and  financial
condition that the Purchaser considers important to making the decision to enter
into the  transactions  contemplated by this Agreement.  Purchaser has had ample
opportunity  to  ask  questions  of  and  receive  answers  from  the  Company's
representatives  concerning  this investment and to obtain any and all documents
requested  without  unreasonable  effort or expense  by the  Company in order to
supplement or verify any of the information supplied.


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     3.3 Contemporaneous Transactions.  Purchaser represents and acknowledges to
the Company that it is aware of other transactions  contemplated or entered into
by the Company with other  parties to receive  capital  from sources  other than
Purchaser and that such transactions may be on terms substantially different and
more  favorable to such other parties than the terms granted to the Purchaser as
set forth in this Agreement, the Note, or the Warrants.

     3.4 Purchase Entirely for Own Account.  Purchaser represents to the Company
that the Note and the Warrants, where applicable are being acquired by Purchaser
for Purchaser's own account,  not as a nominee or agent,  and not with a view to
the  resale or  distribution  of any part  thereof,  and that  Purchaser  has no
present  intention  of selling,  granting  any  participation  in, or  otherwise
distributing the same.

     3.5  Restricted  Securities.  Purchaser  understands  that  the  Note,  the
Warrants,  and the  shares  of the  Company's  Common  Stock  issuable  from the
exercise  or   conversion   thereof   (collectively,   the   "Securities")   are
characterized as "restricted  securities" under federal securities laws inasmuch
as the  Securities  are being  acquired  from the Company in a  transaction  not
involving a public offering and/or in an "offshore transaction" as defined under
rules and  regulations  of the SEC, and that such  Securities  may not be resold
without  registration or the  availability of an exemption (such as Rules 144 or
903) under the Securities Act of 1933  ("Securities  Act"). In this  connection,
Purchaser  represents  that it is familiar with Rules 144 and 903 promulgated by
the SEC, as  presently  in effect,  which  allows for the resale of  "restricted
securities" in certain  instances,  and that it understands that Rule 144 is not
presently  available for resale of any of the  Securities.  Subject to Section 2
herein, the Company does not contemplate  filing a registration  statement under
the Securities Act of 1933 with respect to the Securities.

     3.6 Further  Limitations  on  Disposition.  Without in any way limiting the
representations  set  forth  above,  Purchaser  further  agrees  not to make any
disposition of all or any portion of the Note, the Warrants, or the Common Stock
obtainable  upon exercise or  conversion of the Note or the Warrants  within the
United States unless and until:

          (i)  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

          (ii) (a)  Purchaser or each of them 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
     (b) if reasonably requested by the Company,  Purchaser 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.

     3.7 Legends and Stop-Transfer  Orders.  Purchaser understand that the Note,
Warrants,  and the  certificates  evidencing the shares of Common Stock issuable
from the conversions


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thereof, may bear the following legend (or similar legend):

          THE SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED UNDER THE
          SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE LAW AND MAY NOT
          BE OFFERED, SOLD, OR OTHERWISE  TRANSFERRED,  PLEDGED, OR HYPOTHECATED
          UNLESS  AND  UNTIL  REGISTERED  UNDER  THE ACT OR STATE LAW OR, IN THE
          OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF
          THE   SECURITIES,   SUCH  OFFER,   SALE,  OR  TRANSFER,   PLEDGE,   OR
          HYPOTHECATION IS IN COMPLIANCE THEREWITH.

The Note, Warrants,  and the certificates for the Common Stock issuable from the
conversions  thereof 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.

     3.8  "Accredited  Investor".  Purchaser  represents  that  they  it  is  an
"accredited  investor"  as such  term is  defined  in the  SEC's  Rule 501 under
Regulation D.

     3.9 Permanent Residence.  Purchaser represents that its principal office is
as set forth in paragraph 5.4 below.

4.   COVENANTS OF THE COMPANY

     4.1  Authorization and Reservation of Stock. The Company shall at all times
authorize  and reserve that number of shares of its Common  Series Stock that is
necessary  or  appropriate  to  accommodate  the  number of  shares  that may be
issuable to Purchaser pursuant to the conversion of the Note and/or the exercise
of the Warrants.  If it is necessary to increase the number of authorized shares
for these purposes, the Company will use its best efforts to obtain any required
approval of this increase by its shareholders.

5.   MISCELLANEOUS PROVISIONS

     5.1  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 Purchaser and the Company.

     5.2  Assignment.  This  Agreement is and shall be binding upon and inure to
the benefit of the parties hereto and their  respective  successors and assigns;
provided,  however,  that  neither  party may assign the  Agreement to any third
party  without  the prior  written  consent  of the  other  party,  except  that
Purchaser may freely assign this Agreement to any affiliate.

     5.3 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 to it and
their respective successors and


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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.

     5.4 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:
                                SportsNuts, Inc.
                                Attn:  Kenneth I. Denos
                                Chief Executive Officer
                                10421 South 400 West
                                Suite 550
                                South Jordan, UT 84095
                                Tele:  (801) 816-2540
                                Fax:   (801) 816-2599
If to the Purchaser, to:

                                Anthony R. Moore
                                Co-Chairman
                                ----------------------------------------
                                ----------------------------------------
                                ----------------------------------------

or to such  other  address  or  addresses  as the  Company  or  Purchaser  shall
hereafter  designate  to the other party in writing.  Notices sent by mail or by
courier  shall be  effective  seven (7) days  after they are sent,  and  notices
delivered  personally  by  facsimile  shall be effective at the time of delivery
thereof.

     5.5 Entire  Agreement.  This  Agreement  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. The representations,  warranties, covenants and agreements made
herein shall survive any investigation made by Purchaser.

     5.6  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.

     5.7 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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     5.8  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.

     5.9  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.

     5.10 Governing Law. This  Agreement  shall be construed in accordance  with
and governed by the laws of the State of Utah (as applied to  contracts  entered
into wholly within such state).

     5.11 Venue and  Jurisdiction.  Any action or  proceeding  arising out of or
relating  to this Note shall be brought  in the  federal or state  courts in the
State of Utah, and the Company and Purchaser each consent to the jurisdiction of
said courts.

     5.12 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.

     5.13  Attorneys'  Fees.  If either  party  elects to pursue legal action to
enforce  its  rights  under  this  Agreement,   and  if  a  court  of  competent
jurisdiction  adjudicates the matter,  then the prevailing  party in such action
shall be  entitled  to  receive  from the losing  party all costs and  expenses,
including but not limited to the reasonable fees of attorneys,  accountants, and
other experts, incurred by the prevailing party in investigating and prosecuting
(or defending) such action at the initial trial and appellate levels.


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                  Signature Page to Note Purchase Agreement of
                    SportsNuts, Inc., dated February 1, 2002

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized  representative,  and Purchaser has caused this Agreement to
be executed by its duly authorized  representative  as of the day and year first
above written.


                                      SPORTSNUTS, INC.


                                      By:  /s/ Kenneth I. Denos
                                          -------------------------------
                                          Kenneth I. Denos
                                          Chief Executive Officer



                                     MOORE, CLAYTON & CO., INC.

                                     By:  /s/ Anthony R. Moore
                                          ------------------------------
                                          Anthony R. Moore
                                           Co-Chairman
EXHIBITS

A        Promissory Note
B        Warrant