<PAGE>   1
                                                                    EXHIBIT 10.5



                          THREE GATEWAY - OFFICE LEASE

                           SUMMARY OF SELECTED MATTERS

LANDLORD:                DMB PROPERTY VENTURES LIMITED PARTNERSHIP

TENANT:                  SPORTSNUTS.COM, INC.

The Premises:            Suite 140

Area of the Premises:    Approximately 2,397 rentable square feet

The Term:                Five (5) years

Commencement and
Expiration Dates:        July 1, 1999 and June 30, 2004

Tenant's
Proportionate Share:     1.11%

Expense Stop:            $8.30 with a 6% cap on controllable expenses

Base Rent:   July 1, 1999-June 30, 2001 $24.50 per r.s.f. per year
                                                $4,893.88 per month
             July 1, 2001-June 30, 2002 $25.50 per r.s.f. per year
                                                $5,093.63 per month
             July 1, 2002-June 30, 2004 $26.50 per r.s.f. per year
                                                $5,293.38 per month

Tenant's address for pre-occupancy notices:

            754 North 1890 West
            Provo, Utah 84601

Landlord's address for payment of rent:

           410 North 44th Street, Suite 230
           Phoenix, Arizona 85008


Tenant
Improvement Allowance:           See Article 8(b)

Security Deposit:                Letter of Credit, See Article 3

Description of Tenant's Business on the Premises:

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                                 General Office Purposes

Name of Guarantors:              N/A

THIS SUMMARY IS FOR PURPOSES OF CONVENIENCE, AND IS NOT PART OF THE LEASE ITSELF


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                <C>
1.  TERM AND POSSESSION ............................................1

2.  RENT ...........................................................1

3.  SECURITY DEPOSIT AND GUARANTIES ................................1

4.  USE ............................................................2

5.  TAXES...........................................................3

6.  PARKING AND COMMON USE AREAS ...................................3

7.  OPERATING COSTS, REAL PROPERTY TAXES AND UTILITIES..............3

8.  CONSTRUCTION, DELIVERY, AND CONDITION ..........................4

9.  REPAIR AND MAINTENANCE..........................................4

10. ALTERATIONS AND PERSONAL PROPERTY...............................4

11. CERTAIN RIGHTS RESERVED BY LANDLORD ............................5

12. DAMAGE TO PROPERTY; INJURY TO PERSONS; INSURANCE................5

13. FIRE AND CASUALTY...............................................5

14. CONDEMNATION....................................................6

15. ASSIGNMENT AND SUBLETTING; SALE BY LANDLORD.....................6

16. ESTOPPEL CERTIFICATE............................................6

17. LANDLORD'S REMEDIES.............................................7

18. NOTICES.........................................................7

19. SUBORDINATION...................................................8

20. BROKERAGE ......................................................8

21. GENERAL PROVISIONS..............................................8
</TABLE>

                                    EXHIBITS

EXHIBIT "A" - Legal Description

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EXHIBIT "B" - Premises

EXHIBIT "C" - Tenant Improvements

EXHIBIT "D" - Building Rules and Regulations


                           THREE GATEWAY OFFICE LEASE

      THIS LEASE is made this 12th day of March 1999, by and between DMB
PROPERTY VENTURES LIMITED PARTNERSHIP, a Delaware limited partnership
("Landlord"), and SportsNuts.com, Inc., a Delaware corporation, ("Tenant").

     Landlord hereby leases to Tenant and Tenant leases from Landlord for the
term and upon the conditions and agreements set forth in this Lease a portion of
the real property described on Exhibit "A", as illustrated by cross-hatching or
otherwise on the plan attached as Exhibit "B",consisting of approximately 2,397
rentable square feet of space (the "Premises") known as Suite 140 in Three
Gateway (the "Building") on the 1st floor. The address of the Building is 410
North 44th Street, Phoenix, Arizona 85008.

            1. TERM AND POSSESSION

(a) The term of this Lease, and Tenant's obligation to pay rent shall commence
July 1, 1999 (the "Commencement Date") and shall expire upon June 30, 2004. Upon
request of either party after the term has commenced, Landlord and Tenant shall
jointly execute a memorandum confirming the Commencement Date.

(b) Upon the termination or expiration of this Lease or upon the termination of
Tenant's right of possession, whether by lapse of time or otherwise, Tenant
shall at once surrender possession of the Premises to Landlord and remove all of
Tenant's property as provided in Article 10.

(c) Tenant shall have no right to hold over after the expiration of the term of
this lease without Landlord's consent. If, with Landlord's consent, Tenant holds
over after the expiration of this Lease, Tenant shall become a tenant from month
to month only, upon all of the terms of this Lease except that the amount of the
Base Rent shall be increased to an amount equal to 150% of the Base Rental Rate
in effect immediately prior to the expiration.

(d)     OPTION TO TERMINATE.

        Notwithstanding anything to the contrary in this Lease, Tenant shall
have the option to terminate this Lease, effective as of the end of the
thirty-sixth (36th) month of the Lease Term, on the terms set forth in this
Article l(d). To exercise such option, Tenant shall give notice to Landlord of
such termination no later than the end of

<PAGE>   4

the thirtieth (30th) month of the Lease Term, which notice shall be irrevocable.
If such notice is given, Tenant shall pay to Landlord upon giving notice, as
consideration for exercise of this termination right, an amount equal to a) six
(6) months of rent at the effective rate of $25.50, plus b) the unamortized
amount of tenant improvement costs, plus c) the unamortized leasing commissions,
plus d) a return of 12% per annum on such amounts. If Tenant fails to give
timely notice to Landlord of such termination in accordance with this Article
I(d), Tenant shall be conclusively deemed to have forever waived such right to
terminate this Lease.

            2. RENT

     (a) Base Rent. Tenant shall pay to Landlord during the term of this Lease
at the office of Landlord or at such other place as Landlord may designate,
without notice, demand, deduction or set-off, in equal monthly installments in
advance on the first day of each calendar month, Base Annual Rent in the amount
of:

July 1, 1999 - June 30, 2001 $58,726.56 per year $4,893.88 per month July 1,
2001 - June 30, 2002 $61,123.56 per year $5,093.63 per month July 1, 2002 - June
30, 2004 $63,520.56 per year $5,293.38 per month

In the event the Commencement Date does not occur on the first day of a calendar
month, Tenant shall pay rent on the Commencement Date for the fractional month
on a pro rata basis.

    (b) Nature of Payments. All sums required to be paid by Tenant under this
Lease, whether or not so designated, are rent.

    (c) Late Charges and Interest. Any amount due from Tenant to Landlord which
is not paid when due shall bear interest at three percent in excess of the prime
rate as established from time to time by Bank One or its successor in interest
from the due date until paid, but the payment of such interest shall not excuse
or cure any default by Tenant under this Lease. In addition, any rent or other
payment not paid within ten days of its due date shall be subject to five
percent late charge representing the additional costs and burdens of special
handling.

                                      /s/KD
                                    INITIALS


            3. SECURITY DEPOSIT AND GUARANTIES

     Concurrently with the execution of this Lease, Tenant shall guaranty their
performance by posting a Letter of Credit (LOC) from a nationally recognized
financial institution in the amount of $75,000. Said LOC shall be reduced by 20%
on each lease anniversary date, if and only if, Tenant has paid all rent due and
payable under the lease on or before the 1st day of each calendar month for the
twelve (12) months immediately preceding such lease anniversary date. If Tenant

<PAGE>   5

has not paid all rent due and payable under the lease on or before the 1st day
of each calendar month for the twelve (12) months immediately preceding such
lease anniversary date, then the LOC shall not be reduced by 20% for that lease
year only.

            4. USE

      (a) Tenant shall continuously use and occupy the Premises for General
Office Purposes and shall use them for no other purpose whatsoever without
Landlord's prior written consent. Tenant shall be open for business during
normal business hours at least five days a week (excluding, at Tenant's option,
recognized legal holidays such as Christmas and New Year's Day). Tenant shall
maintain, at all times, an average density no greater than one person for each
two hundred rentable square feet of the Premises.

     (b) Tenant shall:

            (i) Not use or permit upon the Premises anything that would
invalidate any policies of insurance now or hereafter carried on the Premises or
that will increase the rate of insurance on the Premises or the Building;

            (ii) Pay all additional insurance premiums which may be caused by
the use which Tenant shall make of the Premises;

            (iii) Not in any manner deface or injure the Premises or overload
any floor of the Premises;

            (iv) Not do anything or permit anything to be done upon the Premises
in any way tending to create a nuisance, or tending to disturb any other lessee
in the Building or tending to injure the reputation of the Building, including,
without limitation, the playing of music audible outside the Premises and the
placement of signs in or displayed through any window or door;

            (vi) Not use the Premises for lodging or sleeping purposes;

            (vii) Not commit or suffer to be committed any waste upon the
Premises;

            (viii) Not violate any recorded restriction or covenant affecting
the Building, nor use the Premises for any purpose which would be in violation
of any exclusive rights or use granted to other tenants in the Building.
Landlord shall not grant exclusive rights which would prohibit Tenant from using
the Premises for the purposes stated in Article 4(a) above.

     (c) Tenant, at Tenant's expense, shall comply with all present and future
federal, state and local laws, ordinances, orders, rules and regulations
(collectively, "Laws"), and shall procure all permits, certificates, licenses
and other authorizations required by applicable Law relating to Tenant's
business or Tenant's use or occupancy of the Premises or Tenant's activities on
the Premises. Tenant shall make all reports and filings required by applicable
Laws. Tenant shall defend, indemnify and hold harmless Landlord and Landlord's
present and future officers, directors, employees, partners and agents from and
against all claims, demands, liabilities, fines, penalties, losses, costs and
expenses, including but not limited to costs of compliance, remedial costs, and
reasonable attorneys' fees, arising out of or relating to any failure to Tenant
to comply with applicable Laws. Without limiting the foregoing, Tenant shall
comply with all Laws relating to environmental matters, and shall defend,
indemnify and hold harmless Landlord and Landlord's present and future officers,
directors, employees, partners and agents from and against all claims, demands,

<PAGE>   6

liabilities, fines, penalties, losses, costs and expenses, including but not
limited to costs of compliance, remedial costs, clean-up costs and reasonable
attorneys' fees, arising from or related to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling, or the
emission, discharge, release or threatened release into the environment, of any
pollutant, contaminant or hazardous or toxic material, substance or matter from,
on or at the Premises or the Building as a result of any act or omission on the
part of Tenant. Tenant's indemnification obligations shall survive the
expiration or termination of this Lease.

            5. TAXES

     (a) Tenant shall pay, prior to delinquency, all taxes assessed against or
levied upon Tenant's fixtures, furnishings, equipment and other personal
property located in or upon the Premises. Tenant shall cause the fixtures,
furnishings, equipment and other personal property to be assessed and billed
separately from the real property of

                                      /s/KD
                                    INITIALS

which the Premises form a part. In the event any or all of Tenant's fixtures,
furnishings, equipment and other personal property shall be assessed and taxed
with the real property, Tenant shall pay to Landlord Tenant's share of the taxes
within ten days after delivery to Tenant by Landlord of a statement in writing
setting forth the amount of the taxes applicable to Tenant's personal property.

     (b) Tenant shall, simultaneously with the payment of any sums required to
be paid under this Lease as rent, additional rent or otherwise, reimburse
Landlord for any sales, use, rental, transaction privilege or other excise tax
imposed or levied on, or measured by, the amount paid.

            6. PARKING AND COMMON USE AREAS

     All parking areas, parking structures, access roads, driveways, pedestrian
sidewalks and ramps, landscaped areas, drainage facilities, exterior lighting,
signs, courtyards, corridors, elevators (if any), entryways, public restrooms,
and other areas and improvements provided by Landlord for the general use in
common of tenants, their officers, agents, employees, customers and other
invitees (all of which are referred to as "common facilities") shall at all
times be subject to the exclusive control and management of Landlord, and
Landlord shall have the right from time to time to modify, enlarge or eliminate
common facilities and to establish, modify and enforce reasonable rules and
regulations with respect thereto. Without limiting the foregoing, Landlord may
designate separate or combined parking areas for visitors, tenants and
employees. Tenant shall be entitled to the use of one (1) covered reserved
spaces, five (5) covered unreserved spaces, and four (4) uncovered unreserved
spaces in the parking garage adjacent to the building at a cost of $40.00,
$30.00, and free, respectively, per space per month, except that, all parking
charges will be waived during the first year of the lease term. Landlord to
determine the location of said spaces and may re-assign said spaces from time to
time, as Landlord deems necessary.

            7. OPERATING COSTS, REAL PROPERTY TAXES AND UTILITIES

     (a) Tenant shall pay Tenant's pro rata share of all of the Building's
operating cost, but only to the extent the Building's operating cost exceeds
$8.30 (the "Expense Stop"). The Building's operating cost consists of those
costs and expenses directly associated with managing, operating, maintaining and
repairing the office building containing the Premises and the associated parking

<PAGE>   7

facilities, grounds and common facilities, including all electrical, heating,
ventilating, air conditioning, plumbing and other building systems; exterior and
interior water features; utilities; fire and extended coverage insurance, and
rent interruption insurance; window cleaning; janitorial services; energy
management costs; real property taxes and general and special assessments;
assessments and other amounts legally payable to the property owners association
created under the restrictive covenants to which the Building is subject; wages,
salaries and employee benefits of persons performing services in connection with
the Building; parking lot and parking structure sweeping, sealing, patching,
restriping, repair and maintenance; public liability and property damage
insurance; supplies, materials, tools, parts, and equipment; equipment rental
charges; bookkeeping, accounting, legal and other professional charges and
expenses; fees for permits and licenses; administrative expenses; taxes other
than real property taxes; service and maintenance contracts; signage; and
landscaping. The Building's operating cost shall not include ground rents, debt
service, depreciation, income taxes, general overhead, tenant improvements,
brokerage commissions, new construction, or replacements outside of normal
maintenance and repair. Any expenditure for an item with a useful life extending
over several years shall, if necessary to avoid material distortion of operating
costs, be amortized over the useful life of the item and the amortization amount
included in each year's operating cost. Increases in Controllable Expenses shall
be limited to six percent (6%) per year. Controllable Expenses are defined as
all Building operating costs defined herein, excluding utilities, insurance and
real property taxes.

     On the first day of each month Tenant shall pay a monthly advance charge on
account of Tenant's pro rata share of the Building's operating cost in excess of
the Expense Stop. The amount of the monthly charge shall be established by
Landlord and may be adjusted from time to time by Landlord to reflect Landlord's
estimate of current and anticipated cost. Within 120 days after the end of each
fiscal year as established for the Building by Landlord, Landlord shall provide
to Tenant a reasonably detailed summary of the actual operating costs showing
Tenant's actual share and the amount by which Tenant has overpaid or underpaid.
Any overpayment shall be credited to Tenant's account. Any deficiency shall be
payable within ten days after receipt of the statement. In the alternative,
Landlord may, at its option during all or part of the Lease term, bill Tenant
for its pro rata share of operating cost in excess of the Expense Stop, in
arrears, based on actual costs as they are incurred, in which case Tenant shall
pay the invoice within ten days after receipt.

(b) Tenant's pro rata share of the Building's operating cost shall be that
proportion that the rentable area of the Premises bears to the total rentable
area of all rentable area in the Building. The operating cost for the fiscal
year in which this Lease commences or terminates shall be apportioned so that
Tenant shall not be responsible for costs that relate to periods prior to or
subsequent to the term of this Lease except any period of holding over. Rentable
area shall be measured according to BOMA standards as approved July 31, 1980.

                                     /s/ KD
                                    INITIALS


      (c) Tenant shall be solely responsible for the cost of any heating,
ventilation or air conditioning provided to the Premises at Tenant's request
outside of normal business hours, measured at an hourly rate reasonably
established by Landlord and billed to Tenant from time to time by Landlord.
Normal business hours for the Building are from 6:00 a.m. to 6:00 p.m. on Monday
through Friday, and 8:00 a.m. to 12:00 p.m. on Saturday, excluding holidays.

            8. CONSTRUCTION, DELIVERY, AND CONDITION

<PAGE>   8

      (a) If delivery of possession of the Premises to Tenant is delayed beyond
the anticipated Commencement Date because of a delay in the completion of
construction of the Premises by Landlord or because of a failure of an existing
tenant to surrender possession of the Premises to Landlord, then this Lease
shall remain in full force and effect, Landlord shall not be liable to Tenant
for any damage occasioned by delay, and the Commencement Date shall be changed
to the date actual delivery of possession to Tenant is effected. Notwithstanding
the foregoing, if delivery of possession is delayed more than 90 days after the
anticipated Commencement Date as set forth in Article l(a), Tenant, by written
notice to Landlord, may terminate this Lease prior to taking possession, and
upon such termination any security deposit shall be refunded and both Landlord
and Tenant shall be released of all further obligation.

     (b) Landlord shall construct improvements in the Premises in accordance
with the plans and specifications attached as or identified in Exhibit "C".
Landlord has no obligation to design or construct improvements or to make
alterations in the Premises except as specifically set forth in Exhibit "C".
Tenant shall pay to Landlord upon the Delivery Date for any increases in costs
resulting from changes in the approved plans and specifications made at Tenant's
request. The cost of the work performed shall include all aspects of the
improvements, including but not limited to, all architectural (including space
planning), engineering, and permit fees, corridor and directory signage, actual
construction labor and materials, contractors general conditions, overhead and
profit, and Landlord's prestocked materials. Tenant shall make said payment, if
any, to Landlord within ten business days after receipt of Landlord's invoice
for said payment. Any unused allowance will be forfeited. Any changes in the
approved plans and specifications shall be subject to approval by both Landlord
and Tenant. Any defects in construction performed by Landlord shall
automatically be waived unless specified in a written punchlist delivered to
Landlord within ten days after Tenant takes possession. Landlord shall promptly
correct all defects set forth in the punchlist.

            9. REPAIR AND MAINTENANCE

     (a) Tenant shall maintain the interior of the Premises in good condition
and repair except that Landlord shall provide normal janitorial service five
nights per week. If Tenant does not perform necessary repairs and maintenance,
Landlord may, but need not, make necessary repairs and replacements, and Tenant
shall pay Landlord the cost upon demand.

     (b) Subject to the provisions of Article 7, Landlord shall repair and
maintain the common facilities, all building systems (electrical, heating,
ventilation, air conditioning and plumbing), plate glass, and the roof, exterior
and structural elements of the Building, and shall provide normal janitorial
services. Landlord shall not be responsible to make any repairs or perform any
maintenance unless written notice of the need for such repairs or maintenance is
given by Tenant. Except in the case of a fire or casualty as provided in Article
13, there shall be no abatement of rent and no liability of Landlord by reason
of any entry to the Premises, interruption of services or facilities, temporary
closure of common facilities, or interference with Tenant's business arising
from the making of any repairs or maintenance.

            10. ALTERATIONS AND PERSONAL PROPERTY

     Tenant shall not make or suffer to be made any alterations, additions or
improvements to the Premises, including signs, without the prior written consent
of Landlord, which shall not unreasonably be withheld. Landlord may condition
its consent upon provision of a payment bond, in amount and form reasonably
satisfactory to Landlord, covering the work to be done by Tenant's contractor.
Any

<PAGE>   9

alterations, additions or improvements to the Premises, including signs, but not
including movable furniture and trade fixtures, shall upon installation become a
part of the realty and belong to Landlord. Tenant shall not install any antenna,
satellite dish or other fixture or equipment on the roof or in the common
facilities. In the event Landlord consents to the making of any alterations,
additions or improvements to the Premises by Tenant, they shall be made by
Tenant at Tenant's sole cost and expense and any contractor or person selected
by Tenant to perform the work must first be approved in writing by Landlord.
Tenant shall not permit any mechanic's or materialmen's lien to stand against
the Premises for any labor or materials provided to the Premises by any
contractor or other person 'hired or retained by Tenant. Tenant shall cause any
such lien to be discharged (by bonding or otherwise) within ten days after
demand by Landlord, and if it is not discharged within ten days, Landlord may
pay or otherwise discharge the lien and immediately recover all amounts so
expended from Tenant as additional rent. Upon the expiration or sooner
termination of the term of this


                                      /s/KD
                                    INITIALS

Lease or of Tenant's right to possession, Tenant shall remove all of its movable
furniture and trade fixtures, and, if requested by Landlord, at Tenant's sole
cost and expense, forthwith remove any alterations, additions or improvements
made by Tenant which are designated by Landlord to be removed. Tenant shall,
forthwith at its sole cost and expense, repair any damage to the Premises caused
by such removal and restore the Premises to a condition reasonably comparable to
their condition at the commencement of the Lease.

            11. CERTAIN RIGHTS RESERVED BY LANDLORD

Landlord shall have the right:

     (i)   To change the Building's name or street address;

     (ii) To enter the Premises either personally or by designated
representative at all reasonable times for the purpose of examining or
inspecting the same, and showing the same to prospective purchasers or lessees;

     (iii) To grant to anyone the exclusive right to conduct any business or
render any service in or to the Building, provided such exclusive right shall
not operate to exclude Tenant from the use expressly permitted under Article 4.

            12. DAMAGE TO PROPERTY; INJURY TO PERSONS; INSURANCE

     (a) Tenant shall defend, indemnify and hold Landlord harmless from any and
all claims arising from Tenant's use of the Premises or the conduct of its
business or from any activity, work, or thing done, permitted or suffered by
Tenant in or about the Premises, regardless of fault or negligence which is
imputed to Landlord as the owner of the Building but which involves a condition
of the Premises within the control of Tenant, its employees or contractors.
Tenant shall further defend, indemnify and hold Landlord harmless from any and
all claims arising from any breach or default in the performance of this Lease
by Tenant, or arising from any act or negligence of Tenant, or of its agents or
employees, and from all costs, attorneys' fees, expenses and liabilities
incurred as a result of any such claim. Tenant, as a material part of the
consideration to Landlord, hereby assumes all risk of damage to property or
injury to persons, in, upon, or about the


<PAGE>   10

Premises from any cause, and Tenant hereby waives all claims in respect thereof
against Landlord, unless caused by active negligence of Landlord, its agents or
employees. Landlord shall not be liable for loss of or damage to any property by
theft or otherwise, or for any injury or damage to persons or property resulting
from fire, explosion, falling plaster, steam, gas, electricity, water or rain
which may leak from any part of any building or from the pipes, appliances or
plumbing works therein, or from the roof, street or subsurface, or from any
other place resulting from dampness or any other cause whatsoever. Landlord
shall not be liable for interference with the natural light. Tenant shall give
immediate notice to Landlord of any fire, accident or defect discovered with the
Premises or the Building. Tenant acknowledges that it can protect itself against
any or all of the foregoing risks by procuring appropriate insurance.

     (b) Tenant shall maintain fire and extended coverage insurance throughout
the term of this Lease in an amount equal to one hundred percent of the
replacement value of Tenant's fixtures, equipment and other personal property
located on the Premises together with such other insurance as may be required by
Landlord's lender or by any government agency. All proceeds of Tenant's policy
of fire and extended coverage insurance shall be payable to Tenant, and all
proceeds of policies of insurance procured by Landlord shall be payable to
Landlord. Tenant hereby waives any right to recovery from Landlord and Landlord
hereby waives any right of recovery from Tenant for any loss or damage
(including consequential loss) resulting from any of the perils insured against
in the standard form fire insurance policy with extended coverage endorsement.
During the term of this Lease, the Tenant shall, at Tenant's expense, maintain
general public liability insurance against claims for personal injury, death or
property damage occurring in, upon or about the Premises or in the common areas.
The limitation of liability of such insurance shall be not less than One Million
Dollars in respect to injury or death of one person and to the limit of not less
than One Million Dollars in respect to any one accident and to the limit of not
less than Five Hundred Thousand Dollars in respect to property damage. All of
Tenant's policies of liability insurance shall name Landlord as an additional
insured, and all policies of insurance or copies thereof required to be carried
by Tenant under this Article 12 shall be delivered to Landlord prior to the
Commencement Date and thereafter at least thirty days prior to the expiration of
the then current policies. Each policy shall contain an endorsement prohibiting
cancellation or non-renewal without at least 30 days prior notice to Landlord.

            13. FIRE AND CASUALTY

     If the Premises are wholly or partially destroyed or damaged by fire or
other casualty, Landlord shall restore the Premises with reasonable diligence;
provided, however, that Landlord shall have no obligation to restore
improvements not originally provided by Landlord or to replace any of Tenant's
fixtures, furnishings, equipment or personal property. Tenant shall promptly
replace and restore all of Tenants fixtures, furnishings and equipment damaged
or destroyed by the casualty. Landlord need not commence repairs until insurance
proceeds are available.

                                      /s/KD
                                    INITIALS

Proceeds of insurance payable with respect to a fire or other casualty shall be
received and held by Landlord. In the event the Premises are destroyed or
damaged by any fire or casualty and in Landlord's reasonable estimation
restoration will require more than ninety days, then either Landlord or Tenant
shall have the option to terminate this Lease by giving notice to the other. If
a fire or casualty occurs within the last three years of the Lease term (as
extended by any renewal or extension options which have been exercised), or if
any portion of the Building other than the Premises is damaged or destroyed by
fire or casualty and restoration is expected to require in excess of 45 days,
then Landlord may by written notice to Tenant terminate this Lease. In any case,
Landlord shall retain all insurance proceeds

<PAGE>   11

paid under Landlord's insurance policies and Tenant shall retain all insurance
proceeds paid under Tenant's insurance policies. If this Lease is not terminated
as provided above, this Lease shall continue in full force and effect, but rent
shall abate until the restoration is substantially complete. The provisions of
this Lease shall govern when this Lease shall be terminable as a result of a
fire or casualty, and no other rule or statute on the subject shall apply.

            14. CONDEMNATION

      In the event any portion of the Building shall be appropriated or taken
under the power of eminent domain this Lease shall terminate and expire as of
the date Tenant is required to vacate the Premises, or, if no portion of the
Premises is taken, as of the date designated in a notice from Landlord
establishing the date of closure of the Building. If any portion of the common
facilities, excluding the Building, is appropriated or taken under the power of
eminent domain, this Lease shall not terminate. All awards or compensation for
any taking of any part of the Premises or the Building or common facilities,
whether payable to Landlord or Tenant, shall be the sole property of Landlord.
Notwithstanding anything to the contrary in this Article, Tenant shall be
entitled to receive any portion of an award of compensation relating to damage
to or loss of trade fixtures or other personal property belonging to Tenant, and
Landlord shall be under no obligation to restore or replace Tenant's
furnishings, fixtures, equipment and personal property. For the purposes of this
Article 14, a voluntary sale or conveyance in lieu of condemnation shall be
deemed an appropriation or a taking under the power of eminent domain.

            15. ASSIGNMENT AND SUBLETTING; SALE BY LANDLORD

     (a) Tenant shall not, either voluntarily or by operation of law, assign,
hypothecate or transfer this Lease, or sublet the Premises or any part thereof,
or permit the Premises or any part thereof to be occupied by anyone other than
Tenant or Tenant's employees, without the Landlord's prior written consent,
which shall not be unreasonably withheld provided the proposed assignee or
sublessee is reasonably satisfactory to Landlord as to credit and character and
will occupy the Premises for purposes not inconsistent with Tenant! s purposes
as stated in Article 4 or other purposes approved by Landlord. Landlord shall be
under no obligation to give or withhold consent until all information reasonably
required by Landlord with respect to the identity, background, experience and
financial worth of the proposed assignee, transferee, or subtenant has been
provided. No hypothecation, assignment, sublease or other transfer to which
Landlord has consented shall be effective for any purpose until such time as
fully executed documents of such transaction have been provided to Landlord,
and, in the case of an assignment, the assignee has attorned directly to
Landlord, and in the case of a sublease, the sublessee has acknowledged that the
sublease is subject to all of the terms and conditions of this Lease. Any
assignment, mortgage, transfer or subletting of this Lease which is not in
compliance with the provisions of this Article 15 shall be voidable and shall,
at the option of Landlord, terminate this Lease. The consent by Landlord to an
assignment or subletting shall not relieve Tenant from obtaining the express
written consent of Landlord to any further assignment or subletting or release
Tenant from any liability or obligation, whether or not then accrued. Except as
provided in this Article, this Lease shall be binding upon and inure to the
benefit of the successors and assigns of the parties.

     (b) In the event of a sale or conveyance by Landlord of the Premises,
Landlord shall be relieved of all future liability upon any of the covenants or
conditions, express or implied, in favor of Tenant, and Tenant shall to look
solely to Landlord's successor in interest. This Lease shall not be affected by
any sale, and Tenant shall attom to the successor in interest. If any security
deposit has been made by

<PAGE>   12

Tenant, the successor in interest shall be obligated to return it in accordance
with the terms hereof and Landlord shall be discharged from any further
liability in reference thereto.

            16. ESTOPPEL CERTIFICATE

     (a) Tenant shall at any time and from time to time upon not less then ten
days' prior written notice from Landlord execute, acknowledge and deliver to
Landlord a statement in writing (i) certifying that this Lease is unmodified and
in full force and effect (or if modified, stating the nature of such
modification and certifying that this Lease, as so modified, is in full force
and effect) and the dates to which the rental and other charges are paid in
advance, if any; (ii) acknowledging that there are not, to Tenants knowledge,
any uncured defaults on the part of Landlord hereunder, or specifying such
defaults if they are claimed; and (iii) certifying such other matters relating
to this Lease as Landlord may reasonably request. Any such statement may be
relied upon by any prospective purchaser or encumbrancer of all or any portion
of the real property of which the Premises are a part.

                                     /s/ KD
                                    INITIALS

      (b) Tenant's failure to deliver a statement within the time prescribed
shall constitute a material default by Tenant under this Lease and shall be
conclusive upon Tenant (i) that this Lease is in full force and effect, without
modification except as may be represented by Landlord, (ii) that there are no
uncured defaults in Landlord's performance, and (iii) that not more than one
month's rental has been paid in advance.

            17. LANDLORD'S REMEDIES

     (a) The following shall constitute Events of Default:

          (i) Tenant's failure to pay rent or any other amount due under this
Lease within five days after notice of nonpayment.

          (ii) Tenant's failure to execute, acknowledge and return an estoppel
certificate under Article 16 or a subordination agreement under Article 19,
within ten days after request.

          (iii) Tenant's failure to perform any other obligation under this
Lease within fifteen days after notice of nonperformance; provided, however,
that if the breach is of such a nature that it cannot be cured within fifteen
days, Tenant shall be deemed to have cured if cure is commenced promptly and
diligently pursued to completion; and provided further, that in the event of a
breach involving an imminent threat to health or safety, Landlord may in its
notice of breach reduce the period for cure to such shorter period as may be
reasonable under the circumstances.

          (iv) Tenant vacates, abandons, or otherwise ceases to use the Premises
on a substantial continuing basis except temporary absence excused by reason of
fire, casualty, or other cause wholly beyond Tenant's control.

     (b) Upon the occurrence of an Event of Default, Landlord, at any time
thereafter without further notice or demand may exercise any one or more of the
following remedies concurrently or in succession:

<PAGE>   13

          (i) Terminate Tenants right to possession of the Premises by legal
process or otherwise, with or without terminating this Lease, and retake
exclusive possession of the Premises.

          (ii) From time to time relet all or portions of the Premises, using
reasonable efforts to mitigate Landlord's damages. In connection with any
reletting, Landlord may relet for a period extending beyond the term of this
Lease and may make alterations or improvements to the Premises without releasing
Tenant of any liability. Upon a reletting of all or substantially all of the
Premises, Landlord shall be entitled to recover all of its then prospective
damages for the balance of the Lease term measured by the difference between
amounts payable under this Lease and the anticipated net proceeds of reletting.
In no event shall Tenant be entitled to receive any amount representing the
excess of avails of reletting over amounts payable hereunder.

         (iii) From time to time recover accrued and unpaid rent and damages
arising from Tenants breach of the Lease, regardless of whether the Lease has
been terminated, together with applicable late charges and interest at the rate
of 18% per annum or the highest lawful rate, whichever is less.

         (iv) Enforce the statutory Landlord's lien on Tenants property.

         (v) Recover all attorneys' fees and other costs and expenses incurred
by Landlord in connection with enforcing this Lease, recovering possession,
reletting the Premises or collecting amounts owed.

         (vi) Perform the obligation on Tenant's behalf and recover from Tenant,
upon demand, the entire amount expended by Landlord plus 20% for special
handling, supervision, and overhead.

         (vii) Pursue other remedies available at law or in equity.

     (c) Upon a termination of Tenant's right to possession, whether or not this
Lease is terminated, subtenancies and other rights of persons claiming under or
through Tenant: (i) shall be terminated or (ii) Tenant's interest shall be
assigned to Landlord. Landlord may separately elect termination or assignment
with respect to each such subtenancy or other matter.

            18. NOTICES

     All notices to be given by one party to the other under this Lease shall be
in writing, mailed or delivered to each at the address set forth at the end of
this Lease or at a changed address if notice of the change is given to the other
party in writing. In the case of notice to Tenant after Tenant takes possession
of the Premises, notice shall be sufficient if mailed or delivered to the
address of the Premises as well as to

                                     /s/ KD
                                    INITIALS

          SportsNuts.Com.Inc.
          Attn: Ken Forrest
          754 North 1890 West
          Provo, Utah 84601
          Fax (801) 377-8183

     Mailed notices shall be sent by United States certified or registered mail,
postage prepaid. Such notices shall be deemed to have been given upon posting in
the United States mail. Actual notice shall be no substitute for written notice
under any provision of this Lease.

<PAGE>   14

            19. SUBORDINATION

     Landlord expressly reserves the right at any time to place liens and
encumbrances on and against the Premises and the Building, superior in lien and
effect to this Lease and the estate created hereby, and Tenant shall attorn to
the purchaser of the Building under any trustee's, sheriffs or foreclosure sale.
The subordination of this Lease shall be self-operative without the necessity of
a written instrument. Tenant shall nevertheless execute within ten days after
request a subordination and attornment agreement on the form customarily used by
the holder of the lien or encumbrance which subordinates this Lease to the lien
or encumbrance, which provides that the holder will recognize Tenant's rights
under this Lease, notwithstanding any foreclosure of the lien or encumbrance,
and which requires Tenant to attorn to the purchaser as provided above.

            20. BROKERAGE

     If, but only if, this Lease is executed by Landlord and Tenant, and Tenant
takes possession of the Premises as provided herein, Landlord shall pay a
brokerage commission to Ross Brown Partners (to be paid pursuant to separate
agreement). Landlord warrants that Landlord has not dealt with any other broker
in connection with this transaction and Tenant warrants that Tenant has not
dealt with any other broker in connection with this transaction. If any person
shall assert a claim to a finder's fee, brokerage commission or other
compensation on account of alleged employment as a finder or broker or
performance of services as a finder or broker in connection with this
transaction, the party under whom the finder or broker is claiming shall
indemnify, defend and hold harmless the other party for, from and against any
such claim and all costs, expenses and liabilities incurred in connection with
such claim or any action or proceeding brought on such claim, including, but not
limited to, counsel and witness fees and court costs in defending against such
claim. This indemnity shall survive the expiration or termination of this Lease.

            21. GENERAL PROVISIONS

      (a) This Lease and the obligations of Tenant shall not be affected or
impaired because Landlord is unable to fulfill any of its obligations or is
delayed in doing so if such inability or delay is caused by reason of any
strike, lockout, civil commotion, war-like operations, invasion, rebellion,
hostilities, military or usurped power, sabotage, governmental regulations or
controls, inability to obtain any material, service or financing, Act of God or
other cause beyond the control of the Landlord.

     (b) Tenant and its officers, agents, employees, and customers shall comply
with the rules and regulations established by Landlord and with such
modifications and additions as Landlord may hereafter make for the Building;
provided, however, that rules and regulations shall not materially abrogate any
right or privilege expressly granted to Tenant. Any violation of the rules and
regulations shall constitute a breach of this Lease.

     (c) The article captions contained in this Lease are for convenience only
and shall not be considered in the construction or interpretation of any
provision.

     (d) This Lease contains all of the agreements of the parties hereto with
respect to any matter covered or mentioned in this Lease, and no prior agreement
or understanding pertaining to any matter shall be effective for any purpose. No
provision of this Lease may be amended or added to except by an agreement in
writing signed by the parties hereto or their respective successors in interest.

<PAGE>   15

     (e) Submission of this instrument for examination shall not bind Landlord
in any manner, and no Lease or obligations of Landlord shall arise until this
instrument is signed and delivered by Landlord and Tenant.

     (f) No rights to light or air over any property, whether belonging to
Landlord or any other persons, are granted to Tenant by this Lease.

     (g) No waiver by Landlord of any provision of this Lease or any breach by
Tenant hereunder shall be deemed to be a waiver of any other provision.
Landlord's consent to or approval of any act by Tenant requiring Landlord's
consent or approval shall not be deemed to render unnecessary the obtaining of
Landlord's consent to or approval of any subsequent act of Tenant, whether or
not similar to the act so consented to or approved. No act or thing done by
Landlord or Landlord's agent during the term of this Lease shall be deemed an
acceptance of a surrender of the Premises, and no agreement to accept a
surrender shall be valid unless in writing and signed by Landlord. No employee
of Landlord or of Landlord's agents shall have any power to accept the keys to
the Premises prior to the termination of this Lease, and the delivery of the
keys to any employee shall not operate as a termination of the Lease or a
surrender of the Premises.

     (h) Time is of the essence of this Lease.

LANDLORD:                                    ADDRESS:

DMB PROPERTY VENTURES LIMITED                4201 N. 24th Street, Suite 120
PARTNERSHIP, a Delaware limited              Phoenix, Arizona 85016
partnership

By: DMB G.P., an Arizona corporation

By: /s/ James C. Hoselton
    James C. Hoselton
Its: Vice President

TENANT:                                      ADDRESS:

SportsNuts.com, Inc., a Delaware             754 North 1890 West
corporation                                  Provo, Utah 84601


By: /s/ Kenneth I. Denos
     Kenneth I. Denos
Its: Vice President/General Counsel

<PAGE>   16

                                   EXHIBIT "A"

                          Description of Real Property





                                   EXHIBIT "B"

                                    Premises




                                   EXHIBIT "C"
                               Tenant Improvements



                                   EXHIBIT "D"

                         BUILDING RULES AND REGULATIONS