CONTENT DISTRIBUTION CO-BRAND AGREEMENT

This Co-Brand Agreement  ("Agreement") is entered into as of September 12, 2000,
("Effective  Date")  by and  between  MyFamily.com,  Inc.,  a  corporation  duly
organized  under the laws of the State of Delaware with its  principal  place of
business  at  360  West  4800  North,   Provo,  Utah  84604,   ("MyFamily")  and
SportsNuts.com  International,  Inc. a corporation duly organized under the laws
of the State of Delaware,  with its  principal  place of business at 10421 South
400 West, Suite 550, Salt Lake City, Utah 84095 ("SportsNuts").

                                   WITNESSETH:

WHEREAS,  MyFamily owns and  maintains  the Internet site known as  MyFamily.com
with tools and  content  dedicated  to  connecting  and  strengthening  families
through the Web.

WHEREAS,   SportsNuts   hosts  and  maintains  an  Internet   service  known  as
SportsNuts.com dedicated to providing amateur sports information and services.

WHEREAS,  MyFamily and  SportsNuts  desire to create a  Co-Branded  service that
offers  services  of  MyFamily  to  Users  of  SportsNuts,  wish  to  distribute
MyFamily's   content  through   SportsNuts.com,   and  establish  links  between
SportsNuts and the Co-Branded Area.

NOW, THEREFORE, for good and valuable consideration, and in consideration of the
mutual covenants and conditions herein set forth, MyFamily and SportsNuts hereby
agree as follows:

Article 1      DEFINITIONS

         1.1  Co-Branded Area means  co-branded web pages,  created by MyFamily
              and  SportsNuts  with  each  parties'  respective  branding  that
              displays the Content,  tools and resources,  as further described
              herein.

         1.2  Content means content and tools owned or controlled by MyFamily.

         1.3  Launch Date has the meaning set forth in Section 4.1.

         1.4  Link means a graphical and/or textual object that takes a User
              directly to another web site or area within the current site.

         1.5  Membership  Data means all  information submitted by a User in
              the process of  registering  for any of MyFamily services.

         1.6  SportsNuts Competitor means an entity that directly or indirectly
              competes  with  SportsNuts,  as listed  in  Exhibit B that may be
              updated from time to time.

         1.7  Net Advertising  Revenue means gross advertising revenue received
              by MyFamily for  advertising  sold on the Co-Branded  Area,  less
              costs, which are set at a flat twenty percent (20%).

         1.8  Opt-In means the Users choice of sharing  data,  receiving  email
              communications  or other  services  available  from  MyFamily  or
              SportsNuts.  Users may  'opt-out'  at any time to  cancel  opt-in
              choices.

         1.9  SportsNuts  Content means any content on the Co-Branded Area that
              has been authored, created and/or made available by SportsNuts in
              wrappers, jump pages, shared results of surveys or any other such
              integration.


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         1.10  SportsNuts.com    is   the   Internet    site    located   at
               www.SportsNuts.com  and/or such other successor, extension or
               replacement site(s) as may be designated by SportsNuts.

         1.11  Trademarks means trademarks, trade names, service marks, logos
               and representations of the foregoing.

         1.12  Users means  individuals or entities that access  SportsNuts.com.
               Co-Branded Area Users means  individuals  that use the Co-
               Branded Area of SportsNuts.com.

Article 2         OBLIGATIONS OF MYFAMILY

         2.1   Launch  Schedule.  Prior  to the  Launch  Date and  based  upon a
               mutually  agreed upon  schedule as described in Exhibit A herein,
               MyFamily will design,  create and host the Co-Branded  version of
               the complete MyFamily.com services incorporating the Content.

          2.2  Advertising.   MyFamily  will   initially  sell  and  serve  all
               advertising on the Co-Branded  Area.  MyFamily will not sell
               advertising to SportsNuts Competitors as listed in Exhibit B.
               MyFamily will pay SportsNuts a share of Net  Advertising
               Revenues  according  to  Section  6.3  herein. MyFamily
               will provide to SportsNuts  quarterly  Advertising Revenue
               reports as required for payments further defined in Article 6.
               SportsNuts will have the  opportunity to propose  selling
               locally  targeted  advertising in the Co-Branded Area,
               subject to SportsNuts  payment of applicable  engineering
               costs and technical review by MyFamily's development  group.

         2.3   Premier Partner. During the term of this Agreement, MyFamily will
               give SportsNuts premier status as a co-branded partner for
               amateur sports.

         2.4   Future Channel Services.  Should MyFamily determine to create and
               add a Sports  Channel to its  MyFamily.com  services,  SportsNuts
               will be the exclusive partner for amateur sports on that channel.
               The parties agree that any such relationship  shall be subject to
               the negotiation and approval of both parties.

         2.5   Co-Brand Maintenance.  MyFamily will have the sole
               responsibility for aggregating and maintaining its Content and
               the Co-Branded Area.

         2.6   Reporting. MyFamily will provide SportsNuts with reports listing
               Co-Branded Area traffic metrics and relevant User statistics on
               a monthly basis.

Article 3         OBLIGATIONS OF SPORTSNUTS

         3.1   Placement.   SportsNuts   will  use  MyFamily   branding  on  the
               SportsNuts.com  homepage  to  feature,   promote,  and  encourage
               participation in the Co-Branded Area, and direct its Users to the
               Co-Branded Area as a family  connectivity  site.  SportsNuts will
               feature the  Co-Branded  Area  exclusively  as its premier family
               internet services on the SportsNuts site.

         3.2   Co-Brand  Maintenance.  SportsNuts will provide branding elements
               and support  resources  to ensure the proper  functioning  of the
               Co-Branded Area.

         3.3   Reporting.  SportsNuts  will  provide  MyFamily  with a quarterly
               report (unless requested more frequently)  listing the page views
               generated by the Co-Branded  Area Users in comparison to the page
               views generated by SportsNuts Users.

Article 4      THE CO-BRANDED APPLICATION


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         4.1   General.  MyFamily and  SportsNuts  will  integrate  Content with
               prominence  and  display   Content  on  the  Co-Branded  Area  as
               described  herein.   The  date  the  Co-Branded  Area  are  first
               generally available to Users on the world wide web is referred to
               herein as the  "Launch  Date" and the Launch  Date shall occur no
               later than ninety (90) days from the Effective  Date. The parties
               may add additional  features to the Co-Branded  Area as described
               in Exhibit A and as mutually agreed upon.

         4.2   Hosting;  Content Updates;  Co-Branded Area Attributes.  MyFamily
               will host the Co-Branded Area through  SportsNuts'  framed set on
               MyFamily   servers   at  the   URL   substantially   similar   to
               www.MyFamily.SportsNuts.com.  The page views and reach credit for
               the   Co-Branded   Area  will  be  recognized   and  credited  to
               SportsNuts.  The  Co-Branded  Area will be no more than one click
               away from SportsNuts home page.

         4.3   Branding;  "Look & Feel;" Advertising.  Each Co-Branded Page will
               have the names and/or  brands of both  MyFamily  and  SportsNuts,
               prominently placed,  above-the-fold,  in substantially equivalent
               location,  size and prominence.  The "look and feel" and branding
               of the  Co-Branded  Area  will be  consistent  with the "look and
               feel" and branding displayed on MyFamily.com. The Co-Branded Area
               is intended to substantially mirror  MyFamily.com.  MyFamily will
               work with  SportsNuts  to determine the display,  appearance  and
               placement of advertising  on the  Co-Branded  Area and additional
               marketing  opportunities  that will support the Co-Branded  Area.
               The Co-Branded Area will include MyFamily's  copyright notice and
               a link to MyFamily's privacy policy and terms and conditions.

         4.4   User  Data  Ownership.  All Users  will  register  with  MyFamily
               through the Co-Branded  Area to enjoy the complete  functionality
               of  the  Co-Branded  Area.   Membership  Data  obtained  via  the
               Co-Branded  Area will be the property of MyFamily.  MyFamily will
               share  such User  Data  with  SportsNuts,  subject  to  receiving
               Co-Branded Area Users'  permission to share such Membership Data,
               and subject to each  parties'  privacy  policy.  SportsNuts  will
               ensure that its privacy policy applicable to the Co-Branded Area,
               to the extent  applicable to its performance under this Agreement
               is consistent with MyFamily's privacy policy.  Both parties agree
               to  work  towards  determining  further  Membership  Data  usage.
               MyFamily  reserves the right to derive,  from any Membership Data
               transmitted through the Co-Branded Area, aggregate or statistical
               information.

         4.5   Other Obligations.
               a) Relationship  Manager.  To ensure that the Co-Branded  Area is
                  implemented timely and effectively maintained, each party will
                  appoint a contact to manage the relationship  between MyFamily
                  and SportsNuts. Until a party provides notice otherwise to the
                  other party, the contacts shall be as follows:

        SportsNuts:                              MyFamily:

        --------------------------------         ------------------------------
        Telephone No.:  ----------------         Telephone No.: ---------------
        Email Address: -----------------         Email address----------------


               b)  Reports.  MyFamily will be  responsible  for tracking
                   and reporting to SportsNuts  the number of Co-Branded
                   Area   Users,   the  number  of  page  views  on  the
                   Co-Branded   Area  and  such  other   information  as
                   SportsNuts  reasonably requests related to Co-Branded
                   Area Users and usage of the  Co-Branded  Area as long
                   as  such  requests  relate  to  information   readily
                   available  to  MyFamily.  MyFamily  will  report such
                   information  on a quarterly  basis  unless  requested
                   more frequently by SportsNuts.


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               c) Resources.  Both  parties  will  use  commercially  reasonable
                  efforts to provide  sufficient  resources  in order to deliver
                  the Content to be displayed on the  Co-Branded  Area, in order
                  to launch the Co-Branded Area in a timely manner  according to
                  the Schedule outlined in Exhibit A.

         4.6   Costs.  Each party will be responsible for its respective costs
               related to Content and the Co-Branded Area.

Article 5      LICENSE

         5.1   Grant of License by MyFamily. Subject to the terms and conditions
               of this  Agreement,  MyFamily  hereby  grants  to  SportsNuts,  a
               fully-paid, worldwide,  non-exclusive, and royalty-free right and
               license to use,  reproduce,  adapt,  incorporate,  integrate  and
               distribute  the Content and a license and right to use MyFamily's
               Trademarks  as reasonably  necessary  with respect to the display
               and use of the  Content  provided  that  any use of such  Content
               shall  reasonably  conform  with  the  terms  of this  Agreement;
               provided,  further that  SportsNuts  shall not integrate  Content
               from the  Co-Branded  Area without  MyFamily's  consent except to
               promote or designate the Co-Branded Area. The parties acknowledge
               and agree that the foregoing  license is a limited license during
               the term of the  Agreement for the sole purposes of providing and
               promoting the Content to Users through  SportsNuts.com and is not
               intended to  comprise a  sublicense  by MyFamily of any  specific
               third party content on any MyFamily site.

         5.2   Grant  of  License  by  SportsNuts.  Subject  to  the  terms  and
               conditions  of  this  Agreement,   SportsNuts  hereby  grants  to
               MyFamily  a  limited,  worldwide,   non-exclusive,   royalty-free
               license  to  use   SportsNuts   related   Trademarks   and  other
               branding/framing  and SportsNuts Content solely on the Co-Branded
               Area or as otherwise expressly approved in writing by SportsNuts.

Article 6      FEES AND PAYMENTS

         6.1   Development Fee. In  consideration of MyFamily's  development and
               hosting the  Co-Branded  Area,  SportsNuts  will pay MyFamily One
               Hundred Thousand Dollars  ($100,000) in two (2) equal payments of
               Fifty Thousand Dollars ($50,000) each, with the first payment due
               upon the execution of this  Agreement and the second  payment due
               upon the Launch Date of the Co-Branded Area.

         6.2   Maintenance  Fee.  In  consideration  of  MyFamily's  hosting and
               maintaining the Co-Branded  Area,  SportsNuts will pay MyFamily a
               maintenance  fee of Fifty  Thousand  Dollars  ($50,000) due sixty
               (60) days after the Launch Date of the  Co-Branded  Area.  Should
               this Agreement be extended  beyond the initial one (1) year term,
               the maintenance  fee will be  renegotiated  based upon traffic to
               the Co-Branded Area.

         6.3   Advertising  Revenue  Share.  MyFamily  will retain Fifty percent
               (50%) of the Net Advertising  Revenues  received by MyFamily from
               advertising on the  Co-Branded  Area and will remit Fifty percent
               (50%) of such Net  Advertising  Revenues to SportsNuts.  MyFamily
               will make such  payments to  SportsNuts  within  thirty (30) days
               after the end of the quarter  during  which such Net  Advertising
               Revenue  was  earned.   All  Revenue   Share   payments  will  be
               accompanied by a report that includes the Net Advertising Revenue
               received during such quarter and the calculation of corresponding
               Revenue Share.

         6.4   Payment Terms.  MyFamily and SportsNuts will make payments to
               the other in the amounts specified herein and will send payments
               to the following:

        If to SportsNuts:                            If to MyFamily:
        Attn: Accounts Receivable - Chene Gardner    Attn:  Accounts Receivable
        SportsNuts.com                               MyFamily.com, Inc.

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       10421 South 400 West, Suite 550                360 West 4800 North
       Salt Lake City, UT  84095                   Provo, UT  84604

         6.5   Audits.  Either party (the "Auditing Party") shall have the
               right to retain a U.S. nationally prominent or other mutually
               agreeable independent auditor, at its own expense, to whom the
               other party (the "Audited Party") shall allow reasonable access
               to the Audited Party's applicable books of account and other
               records for the purpose of verifying the amounts due and payable
               to the Auditing Party under this Agreement.  Access to the
               Audited Party's documentation shall be during the Audited Party's
               regular business hours upon at least fifteen (15) business days
               prior written notice. In the event that an audit discloses a
               discrepancy between the amounts due and the amounts paid, the
               party benefiting from such discrepancy will promptly remit the
               amount of the discrepancy to the other party. In the event
               that an audit discloses an underpayment by the Audited Party of
               more than five percent (5%) of the amount due to the Auditing
               Party, the Audited Party shall immediately pay to the Auditing
               Party the amount of such underpayment and shall pay the reason-
               able costs of such audit. Neither party may exercise the audit
               right described herein more than once every twelve (12) months
               unless the immediately preceding audit has revealed an under-
               payment of more than five percent (5%).

Article 7      CONFIDENTIAL INFORMATION

         7.1   Disclosures.  Either  MyFamily or SportsNuts  may disclose to the
               other  (the  "Receiving  Party")  certain  information  that  the
               disclosing  party  deems  to  be  confidential  and  proprietary,
               including  technical  and  other  business   information  of  the
               disclosing  party that is not  generally  available to the public
               ("Confidential Information").

         7.2   Obligations of Receiving Party. The Receiving Party agrees to use
               Confidential   Information   solely  in   conjunction   with  its
               performance under this Agreement and not to disclose or otherwise
               use  such  information  in  any  fashion.  The  Receiving  Party,
               however,  will  not be  required  to (i) keep  confidential  such
               Confidential Information that becomes generally available without
               fault on its part;  (ii) is already  rightfully  in the Receiving
               Party's possession without  restriction prior to its receipt from
               the disclosing  party;  (iii) is  independently  developed by the
               Receiving  Party;  (iv) is  disclosed  by third  parties  without
               similar restrictions; (v) is rightfully obtained by the Receiving
               Party  from  third  parties  without  restriction;   or  (vi)  is
               otherwise  required to be disclosed  by law or judicial  process,
               including filings required of a public company.

         7.3   Limitations. Unless required by law or to assert its rights under
               this  Agreement,  and  except for  disclosure  on a "need to know
               basis" to its own employees, and its legal, investment, financial
               and other  professional  advisers on a confidential  basis,  each
               party  agrees  not to  disclose  the terms of this  Agreement  or
               matters  related thereto without the prior written consent of the
               other party.

Article 8      REPRESENTATIONS AND WARRANTIES

         8.1   MyFamily.   MyFamily   represents,   warrants  and  covenants  to
               SportsNuts  that it is the owner of the  Content  and/or  has the
               right  to  grant  the  rights  hereunder.   MyFamily  represents,
               warrants and covenants to SportsNuts  that it holds the necessary
               rights to permit  the use of the  Content by  SportsNuts  for the
               purpose of this  Agreement;  that its entry  into this  Agreement
               does not violate any  agreement  with any other  party;  that its
               performance  under this Agreement will conform to applicable laws
               and government rules and regulations.

         8.2   SportsNuts.  SportsNuts  represents,  warrants  and  covenants to
               MyFamily that its entry into this  Agreement does not violate any
               agreement with any other party and that  SportsNuts  Content will
               not (i)  violate  any laws or any  rights of any  third  parties,
               including, but not limited to, such violations as infringement or
               misappropriation  of  any  copyright,  patent,  trademark,  trade
               dress, trade secret, music,

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<PAGE>




               image, or other proprietary or property right, false advertising,
               unfair competition,  defamation, invasion of privacy or publicity
               rights, moral or otherwise, or rights of celebrity,  violation of
               any anti-discrimination law or regulation,  or any other right of
               any person or  entity;  or (ii)  contain  any  material  that is:
               unlawful, harmful, fraudulent,  threatening,  abusive, harassing,
               defamatory,   vulgar,  obscene,   profane,   hateful,   racially,
               ethnically,  or  otherwise  objectionable,   including,   without
               limitation,  any material  that  supports,  promotes or otherwise
               encourages  wrongful  conduct  that would  constitute  a criminal
               offense,  give rise to civil liability,  or otherwise violate any
               applicable local, state, national or international laws.

Article 9      LIMITATION OF LIABILITY; DISCLAIMER

         9.1   NO CONSEQUENTIAL DAMAGES. EXCEPT FOR EITHER PARTY'S LIABILITY FOR
               THIRD PARTY CLAIMS AS SPECIFIED IN ARTICLE 13, OR EITHER  PARTY'S
               BREACH OF ARTICLE 7, OR DAMAGES ARISING FROM PERSONAL INJURY,  IN
               NO EVENT SHALL  EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
               SPECIAL,  INDIRECT,  CONSEQUENTIAL  OR  EXEMPLARY  DAMAGES OF ANY
               NATURE,  EVEN  IF SUCH  PARTY  SHALL  HAVE  BEEN  ADVISED  OF THE
               POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS
               OF THE  NEGLIGENCE OR OTHER FAULT OF EITHER PARTY AND  REGARDLESS
               OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT,  NEGLIGENCE,  TORT,
               STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY.

         9.2   DISCLAIMER.  EXCEPT AS EXPRESSLY  SET FORTH IN ARTICLE 8, NEITHER
               PARTY MAKES ANY, AND EACH PARTY  ACKNOWLEDGES  THAT THE OTHER HAS
               NOT  MADE   ANY,   AND   HEREBY   SPECIFICALLY   DISCLAIMS   ANY,
               REPRESENTATIONS OR WARRANTIES,  EXPRESS OR IMPLIED, REGARDING THE
               CO-BRANDED AREA, THE PARTY CONTENT, OR THE OPERATION OF THE PARTY
               CONTENT ON THE CO-BRANDED AREA, INCLUDING, BUT NOT LIMITED TO ANY
               IMPLIED WARRANTY OF  MERCHANTABILITY  OR FITNESS FOR A PARTICULAR
               PURPOSE.

Article 10     TERM AND TERMINATION

         10.1 Term.  This  Agreement  shall be effective on September  12, 2000,
("Effective  Date")  and shall  continue  in force for an  initial  term  ending
September 11, 2001 ("the Initial Term"). This Agreement will automatically renew
for  successive  one (1) year terms  unless  notice of  termination  is given by
either party within sixty (60) days prior to the end of the current term.

         10.2     Termination.

               a) For  Convenience.  After the Initial  Term,  either  party may
                  terminate  this  Agreement  at any  time for  convenience  and
                  without cause upon sixty (60) days prior written notice to the
                  other party.

               b) For Breach. Either party may terminate this Agreement
                  if  the   other   party   materially   breaches   its
                  obligations  under  this  Agreement  and such  breach
                  remains   uncured  for  thirty  (30)  days  following
                  written notice to the defaulting party of the breach.

               c) Following Force Majeure Event. Either party may terminate in
                  the event of an ongoing force majeure event as expressly set
                  forth herein.

         10.3  Performance  and Operation.  If the Co-Branded Area does not meet
               Performance and Operation  Standards outlined in Exhibit C (which
               shall be measured by  MyFamily),  and such  failure is not due to
               force majeure events or the failure of any third party  services,
               hardware, software or

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               telecommunications   systems  not  controlled  by  SportsNuts  (a
               "Performance  Failure"),  MyFamily  shall  notify  SportsNuts  in
               writing and  SportsNuts  shall cure the breach within twenty four
               (24) hours. If such performance standards are not met as a result
               of  SportsNuts'  failure,  MyFamily  shall notify  SportsNuts  in
               writing and  SportsNuts  shall cure the breach within twenty four
               (24)  hours.  In the  event of more than  three  (3)  Performance
               Failures  pursuant  to this  Agreement  in any  thirty  (30)  day
               period,  MyFamily shall have the right to terminate  immediately,
               without providing further opportunities to cure.

         10.4  Survival.  The  following  provisions  of  this  Agreement  shall
               survive the termination or expiration of this Agreement:  Article
               6 (as to  fees  accrued  prior  to  termination  or  expiration);
               Article 7, Article 8 (as to claims  arising prior to  termination
               or  expiration  or  claims  based  on  events  arising  prior  to
               termination or expiration), Sections 10.4 and 10.5, Section 12.1,
               Article 13, and Article 14.

         10.5  Return of Materials.  Upon the  termination or expiration of this
               Agreement,  each party shall (a)  promptly  return or destroy all
               Confidential  Information,  and  other  information,   documents,
               manuals and other materials  belonging to the other party, except
               as may be otherwise provided in this Agreement;  and (b) promptly
               remove the other party's content,  branding, links, and any other
               material provided under this Agreement.


Article 11     FORCE MAJEURE

         11.1  Neither  party  will  be  liable  for  delay  or  default  in the
               performance of its obligations  under this Agreement  (other than
               for non-payment) if such delay or default is caused by conditions
               beyond its  reasonable  control,  including,  but not limited to,
               fire,  flood,  accident,  earthquakes,   telecommunications  line
               failures,  storm,  acts of war,  riot,  government  interference,
               strikes and/or  walk-outs.  In the event of a force majeure event
               that  lasts  longer  than  fifteen  (15)  days,   the  party  not
               experiencing the force majeure event may terminate this Agreement
               upon written notice to the other party.

Article 12     ADVERTISING AND PROMOTION; PUBLICITY

         12.1  Press  Releases.  Neither  party will make any public  statement,
               issue any press  release  or make or  release  any other  type of
               announcement  or statement  relating to the terms or existence of
               this Agreement  without the prior written  approval of the other,
               such approval not to be unreasonably withheld.

         12.2  Joint  Marketing  Efforts.  MyFamily and SportsNuts may undertake
               such joint  marketing  efforts  targeted at shared  customers  to
               avoid  duplicate  communications  as may be mutually  agreed upon
               from time to time.  Each  party  shall  cooperate  and assist the
               other party by supplying,  without charge,  reasonable quantities
               of materials  for the other  party's  marketing  and  promotional
               activities.  Except as  expressly  set  forth in this  Agreement,
               neither  party shall be  obligated  to  participate  in any joint
               marketing efforts.

Article 13     INDEMNIFICATION

         13.1  MyFamily.   MyFamily   agrees  to  defend,   indemnify  and  hold
               SportsNuts  and its  officers,  directors,  agents and  employees
               harmless   from  and  against   any  and  all  claims,   demands,
               liabilities,   actions,   judgments,   and  expenses,   including
               reasonable fees and expenses arising out of or related to (i) any
               breach or alleged breach of any of MyFamily's representations and
               warranties  set  forth  in  herein;  (ii)  any  User's  use of or
               reliance on the  Content;  (iii) any injury to person or property
               caused by any products or services sold through the Content; (iv)
               any other claim with respect to MyFamily, the

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               Content or products or  services  sold by or through  MyFamily or
               its agents, or (v) MyFamily's sales or marketing practices.

         13.2  SportsNuts.  SportsNuts  agrees  to  defend,  indemnify  and hold
               MyFamily  and  its  officers,  directors,  agents  and  employees
               harmless   from  and  against   any  and  all  claims,   demands,
               liabilities,   actions,   judgments,   and  expenses,   including
               reasonable fees and expenses arising out of or related to (i) any
               breach or alleged  breach of any of  SportsNuts'  representations
               and  warranties  set forth  herein;  (ii) any injury to person or
               property  caused by any products or services sold by  SportsNuts,
               or any User's use of or  reliance  on  SportsNuts.com;  (iii) any
               injury to person or property  caused by any  products or services
               sold through SportsNuts.com; (iv) any other claim with respect to
               SportsNuts,  SportsNuts.com  or products  or services  sold by or
               through  SportsNuts or its agents,  or (v)  SportsNuts'  sales or
               marketing practices.

         13.3  Process. MyFamily or SportsNuts, as applicable (the "Indemnitor")
               shall bear full  responsibility  for the defense  (including  any
               settlements)  of any claim  brought  under  Section 13.1 or 13.2,
               respectively;  provided,  however, that (i) Indemnitor shall keep
               the party being indemnified (the  "Indemnitee")  informed of, and
               consult with Indemnitee in connection  with, the progress of such
               litigation or settlement;  and (ii) Indemnitor shall not have any
               right,  without the Indemnitee's  written consent,  to settle any
               such  claim  if  such  settlement  arises  from or is part of any
               criminal action,  suit or proceeding or contains a stipulation to
               or admission or  acknowledgment  of, any  liability or wrongdoing
               (whether  in  contract,   tort  or  otherwise)  on  the  part  of
               Indemnitee  or otherwise  requires  SportsNuts to take or refrain
               from taking any material action (such as the payment of fees).

Article 14     GENERAL TERMS AND CONDITIONS

         14.1  Independent  Contractors.  The  parties  to  this  Agreement  are
               independent   contractors.   Neither   party   is  an   agent  or
               representative  of the other party.  Neither party shall have any
               right,  power or authority to enter into any  agreement for or on
               behalf of, or to incur any  obligation  or  liability  for, or to
               otherwise  bind,  the other party.  This  Agreement  shall not be
               interpreted or construed to create an association, joint venture,
               co-ownership,  co-authorship,  or partnership between the parties
               or to impose any partnership  obligation or liability upon either
               party.

         14.2  No  Assignment.   Neither  party  shall  assign,   sublicense  or
               otherwise transfer  (voluntarily,  by operation of law, through a
               change of  control or  otherwise)  this  Agreement  or any right,
               interest  or benefit  under  this  Agreement,  without  the prior
               written  consent  of the other  party;  provided,  however,  that
               either  party  may  assign  this  Agreement  to any  entity  that
               acquires all or substantially all of the assets or shares of such
               party whether by sale, merger,  operation of law or otherwise. In
               the event that the acquiring entity is a direct competitor of the
               other party,  the other party may terminate  this  Agreement with
               thirty (30) days notice. Any attempted assignment,  sublicense or
               transfer by a party in derogation  hereof shall be null and void.
               Subject to the foregoing,  this Agreement  shall be fully binding
               upon,  inure to the benefit of and be  enforceable by the parties
               hereto and their respective successors and assigns.

         14.3  No  Modifications.  No change,  amendment or  modification of any
               provision of this Agreement or waiver of any of its terms will be
               valid  unless set forth in writing  and signed by the party to be
               bound thereby.

         14.4  Governing Law. This Agreement shall be interpreted, construed and
               enforced in all respects in accordance with the laws of the State
               of  Utah.  Each  party  irrevocably  consents  to  the  exclusive
               jurisdiction  of any state or  federal  court for or within  Utah
               County,  Utah over any  action or  proceeding  arising  out of or
               related to this  Agreement,  and waives any objection to venue or
               inconvenience of the forum in any such court.

                                        8

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         14.5  No Waiver.  The failure of either party to insist upon or enforce
               strict  performance  by the other party of any  provision of this
               Agreement or to exercise any right under this Agreement shall not
               be construed as a waiver or  relinquishment to any extent of such
               party's right to assert or rely upon any such  provision or right
               in that or any  other  instance;  rather  the  same  shall be and
               remain in full force and effect.

         14.6  Notices. Any notice, approval, request, authorization,  direction
               or other  communication  under this  Agreement  shall be given in
               writing,  will reference this  Agreement,  and shall be deemed to
               have been delivered and given (i) when delivered personally; (ii)
               three (3) business  days after having been sent by  registered or
               certified  U.S.  mail,  return  receipt  requested,  postage  and
               charges prepaid; or (iii) one (1) business day after deposit with
               a commercial  overnight  courier,  with written  verification  of
               receipt.  All  communications  will be sent to the  addresses set
               forth below or to such other  address as may be  designated  by a
               party by giving  written  notice to the other  party  pursuant to
               this Agreement.

               If to MyFamily:              If to SportsNuts:
               MyFamily.com, Inc.           SportsNuts.com International, Inc.
               360 West 4800 North          10421 South 400 West, Suite 550
               Provo, Utah 84604            Salt Lake City, UT  84095
               Attention: Matt Call         Attention: Kenneth Denos
               Tel: (801) 705-7462          Tel: (801) 816-2500

               With a copy to:

               MyFamily.com, Inc.           Jones, Waldo, Holbrook & McDonough
               360 West 4800 North          170 South Main, Suite 1500
               Provo, Utah 84604            Salt Lake City, Utah 84101
               Attention: General Counsel   Attention: Ronald S. Poelman
               Tel: (801) 705-7000          Tel: (801) 521-3200

         14.7  Entire Agreement. This Agreement and the Exhibits attached hereto
               and  incorporated  herein by  reference  constitutes  the  entire
               agreement  between the parties and  supersedes  any and all prior
               agreements or understandings  between the parties with respect to
               the subject matter  hereof.  Neither party shall be bound by, and
               each party specifically  objects to, any term, condition or other
               provision  or  other  condition  which  is  different  from or in
               addition to the provisions of this  Agreement  (whether or not it
               would  materially alter this Agreement) and which is proffered by
               the other party in any purchase  order,  correspondence  or other
               document,  unless  the  party  to be bound  thereby  specifically
               agrees to such provision in writing.

         14.8  Headings/Construction.  The headings  used in this  Agreement are
               for  convenience  only and are not to be  construed to have legal
               significance.  In the event that any provision of this  Agreement
               conflicts  with  the law  under  which  this  Agreement  is to be
               construed  or if any such  provision  is held  invalid by a court
               with  jurisdiction  over  the  parties  to this  Agreement,  such
               provision  shall be deemed to be restated to reflect as nearly as
               possible the  original  intentions  of the parties in  accordance
               with  applicable  law, and the remainder of this Agreement  shall
               remain in full force and effect.

         14.9  Counterparts;   Facsimile  Signatures.   This  Agreement  may  be
               executed in  counterparts  which taken together shall be regarded
               as one and the same Agreement. Either party's facsimile signature
               will be deemed a binding  acceptance  of this  Agreement  by such
               party.


                                        9

<PAGE>






SPORTSNUTS.COM INTERNATIONAL, INC.         MYFAMILY.COM, INC.


By:      /s/ Kenneth Denos                 By: /s/    David Farnsworth
   --------------------------------        -----------------------------------
         Authorized Signature                  Authorized Signature

Print Name: KENNETH DENOS                  Print Name: DAVID FARNSWORTH
            ----------------------         -----------------------------------

Title:         President                   Title:   VP-General Counsel
      ----------------------------         ----------------------------------

Date:         9-12-00                       Date:           9-12-00
     -----------------------------         ---------------------------------

Tax ID No.: 87-0566608                     Tax ID No.: 87-0392473
            ----------------------         --------------------------

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<PAGE>




                                    EXHIBIT A
                                 LAUNCH SCHEDULE

MyFamily will provide to SportsNuts the Co-Branded  Area including the following
content, as described below:


Description and Specifications                             Timetable for Launch
                                                           on MyFamily Co-
                                                           Branded Area
Content

Launch of Co-Branded Area                                  September 30, 2000

Prominent placement, within the Co-Branded Area. Such placement will be mutually
agreed upon.

Other content to be mutually agreed                        Ongoing




                                                         11

<PAGE>




                                    EXHIBIT B
                                   COMPETITORS


SportsNuts Competitors:

MyTeam.com                                  Varsityonline.com
Eteamz.com                                  Ihigh.com
Active.com                                  Rivals.com
Leaguelink.com                              SportsTerminal.com
Ultimatepipeline.com                        Hometownsports.com
Schoolsports.com                            Bladenet.com
Leaguesonline.com                           Instasports.com
Showmethescore.com



                                       12

<PAGE>




                                    EXHIBIT C
                               OPERATING STANDARDS


1.   Co-Branded Area  Infrastructure.  MyFamily will be responsible for
     all communications, hosting and connectivity costs, and expenses associated
     with the  Co-Branded  Area.  MyFamily will provide all hardware,  software,
     telecommunications lines and other infrastructure necessary to meet traffic
     demands on the Co-Branded  Area from  SportsNuts.  MyFamily will design and
     implement the network between  SportsNuts and the Co-Branded Area such that
     (i) no single  component  failure will have a materially  adverse impact on
     Users  seeking to reach the  Co-Branded  Area from  SportsNuts  and (ii) no
     single  line will run at more than 70% average  utilization  for a 5-minute
     peak in a daily period.  MyFamily will provide SportsNuts,  with a detailed
     network  diagram  regarding  the  network  infrastructure   supporting  the
     Co-Branded  Area.  In the  event  that  MyFamily  elects to create a custom
     version of the  Co-Branded  Area in order to comply  with the terms of this
     Agreement,  MyFamily  will  bear  responsibility  for  all  aspects  of the
     implementation, management and cost of such customized site.

2.   Optimization;  Speed. SportsNuts and MyFamily will use commercially
     reasonable  efforts to ensure  that:  (i) the  functionality  and  features
     within the Co-Branded Area are compatible with Microsoft  Internet Explorer
     and Netscape  Navigator versions 4.0 or later, in use by Users (Windows and
     Macintosh);  and (ii) the  Co-Branded  Area is designed and  populated in a
     manner that  minimizes  delays when Users attempt to access such site. At a
     minimum,  SportsNuts  and MyFamily  will ensure that the  Co-Branded  Area'
     average server side  processing time is less than .5 seconds for every page
     on average  sustained  over any two (2) hour  period.  Prior to  commercial
     launch of any material promotions described herein, SportsNuts and MyFamily
     will conduct performance and load testing of the Co-Branded Area (in person
     or  through  remote  communications),  with such  commercial  launch not to
     commence  until  such  time  as  SportsNuts  and  MyFamily  are  reasonably
     satisfied with the results of any such testing.

3.   Technical  Problems.  SportsNuts agrees to use commercially  reasonable
     efforts to address material  technical  problems (over which SportsNuts
     exercises  control)  affecting use by Users of the Co-Branded  Area (an
     "SportsNuts  Technical  Problem") promptly following notice thereof. In
     the event that  SportsNuts  is unable to promptly  resolve a SportsNuts
     Technical  Problem following notice from MyFamily  (including,  without
     limitation,   infrastructure   deficiencies   producing  User  delays),
     MyFamily  will have the right to  terminate  the  agreement as provided
     herein or regulate the  promotions it provides to SportsNuts  hereunder
     until such time as SportsNuts corrects the SportsNuts Technical Problem
     at issue.

4.   Monitoring.   SportsNuts  will  ensure  that  the  Co-Branded  Area  is
     available on a continuous  basis (24 hours every day).  SportsNuts will
     provide MyFamily with contact  information  (including  e-mail,  phone,
     pager and fax  information,  as  applicable,  for both during and after
     business  hours) for  SportsNuts's  principal  business  and  technical
     representatives,  for use in cases when issues or  problems  arise with
     respect to the Co-Branded Area.

5.   Security.   MyFamily   will  utilize   Internet   standard   encryption
     technologies  (e.g.,  Secure  Socket  Layer - SSL) to  provide a secure
     environment for conducting  transactions  and/or  transferring  private
     User   information   (e.g.   credit  card  numbers,   banking/financial
     information, and member address information) to and from the Co-Branded
     Area.  MyFamily will facilitate periodic reviews of the Co-Branded Area
     in order to evaluate the  security  risks of such site.  MyFamily  will
     promptly  remedy any security risks or breaches of security that may be
     identified by MyFamily's Operations Security team.

6.   Technical Performance.

     i.    SportsNuts and MyFamily will design the Co-Branded Area to support
           Microsoft Internet Explorer versions 4.0 or later (Windows
           and Macintosh) and Netscape Navigator versions 4.0 or later

                                       13

<PAGE>



          (Windows and Macintosh) and make commercially  reasonable efforts
          to support any other  browsers  MyFamily may request from time to
          time.

    ii.   SportsNuts will review and implement any new operating standards
          provided from time to time by MyFamily.

7.   MyFamily/SportsNuts  Support. MyFamily will provide SportsNuts with
     access  to  the  standard  online   resources,   standards  and  guidelines
     documentation,   technical   phone  support,   monitoring  and  after-hours
     assistance  that MyFamily makes generally  available to similarly  situated
     web-based  partners.  MyFamily  support will not, in any case,  be involved
     with  content   creation  on  behalf  of  SportsNuts  or  support  for  any
     technologies,  databases,  software  or  other  applications  that  are not
     supported by MyFamily or are related to any SportsNuts  area other than the
     Co-Branded  Area.  Support to be  provided by  MyFamily  is  contingent  on
     SportsNuts  providing to MyFamily  demographic  account  information (where
     applicable),  a detailed  description  of the  Co-Branded  Area'  software,
     hardware and network  architecture  and access to the  Co-Branded  Area for
     purposes of such performance and the coordination  load testing as MyFamily
     elects to conduct.

                                       14