NOTE PURCHASE AGREEMENT


     This NOTE PURCHASE AGREEMENT (this "Agreement") is made and entered into as
of the 22nd day of February,  2002, by and between SPORTSNUTS,  INC., a Delaware
corporation  (the  "Company"),  and ESLIE  BARLOW  ("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 Fifty Thousand Dollars ($150,000.00),
in the aggregate, 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 agrees to acquire from the Company a Line of
Credit  Promissory  Note ("Note") in the  principal  amount of One Hundred Fifty
Thousand  Dollars  ($150,000),  in the  aggregate,  a copy of which is  attached
hereto as Exhibit "A." The Note shall bear interest at the rate of eight percent
(8%) per annum and shall have a term of one (1) year,  commencing on the Closing
Date as  defined  below.  Interest  shall be  payable in arrears in cash as more
particularly set forth in the Note.

     1.2.  Warrants.  In conjunction  with the issuance of the Note, the Company
shall issue to Purchaser  or its  permitted  assigns  warrants  ("Warrants")  to
acquire Fifteen Million  (15,000,000) shares of the Company's Common Stock at an
exercise  price equal to $0.01 per share,  more  particularly  described  in the
Warrant attached hereto as Exhibit "B." 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
22, 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").

     1.4. Assignment of Interest in Sports and Recreation Events. In conjunction
with  the  issuance  of the  Note,  so long as the  Note  bears  an  outstanding
principal  balance,  the Company  hereby  assigns to Purchaser an undivided Five
Percent (5%)  interest in all net profits  received in  connection  with certain
sports and recreation events operated by the Company that have been


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financed by the proceeds of the Note ("Financed Events"). Separate records shall
be  maintained  by the Company for all  Financed  Events.  For  purposes of this
paragraph,  "net  profit"  shall mean all  revenues  received  by the Company in
connection with a Financed Event less: (i)  facilities,  utilities and insurance
costs for such Financed  Event,  (ii) credit card processing fees equal to three
percent  (3%)  of  the  fees  charged  for  admission  or  participation,  (iii)
chargebacks,  sales returns, and allowances, (iv) payroll and related employment
expenses for all Company personnel utilized in connection with a Financed Event,
(v) advertising and sponsorship fees, and (vi) all other items normally included
in  determining  cost of goods  sold of  similar  transactions  under  generally
accepted accounting principles.

     1.5. Security. As security for the issuance of the Note, Company assigns to
Purchaser all of its right,  title and interest in all  copyrights,  trademarks,
intellectual property,  goodwill,  cash proceeds, and all accounts receivable in
which Debtor now has or  hereafter  acquires an interest and which relate to any
Financed  Event,  as  more  particularly  described  in the  Security  Agreement
attached hereto as Exhibit "C."

2.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY

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

     2.2.  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.

     2.3.  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,  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.

     2.4. 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


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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.

     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  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.  The Company does not
contemplate  filing a  registration  statement  under the Securities Act of 1933
with respect to the Securities


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     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 of 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.  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 exercise 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
exercise  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 Section 5.4.



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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  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  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:              SPORTSNUTS, INC.
                                10421 South 400 West, Suite 550
                                South Jordan, Utah 84095
                                Attn: Kenneth I. Denos, Chief Executive Officer
                                Tele:  (801) 816-2540
                                Fax:  (801)  816-2599

If to Purchaser:                ESLIE BARLOW
                                ------------------------------------
                                ------------------------------------
                                ------------------------------------
                                ------------------------------------
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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  three (3) 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.

     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 Agreement, or exhibits thereto, 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


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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 22, 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.

                                "COMPANY"

                                SPORTSNUTS, INC.,
                                a Delaware corporation:

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


                               "PURCHASER"

                              By:  /s/ Eslie Barlow
                                   -----------------------------------------
                                   ESLIE BARLOW

EXHIBITS

A        Promissory Note
B        Warrant
C        Security Agreement
D        Subordination Agreement