<PAGE>   1
                                                                    EXHIBIT 10.5

                             J. D. HOLDEN ASSOCIATES
                                       and
                             THE SUNVEST CORPORATION
                           A Professional Association

March 23, 2000

Personal & Confidential

Mr. Kenneth I. Denos
Executive Vice President
SportsNuts.com
The Towers at South Towne II
10421 South 400 West, Suite 550
Salt Lake City, Utah 84095

Dear Ken:

     Pursuant to our recent discussions and correspondence, I am pleased to
confirm the arrangements under which J. D. Holden Associates (Holden) and The
Sunvest Corporation (Sunvest), herein referred to as "Holden Sunvest" ("HS") is
engaged by Sportsnuts.com ("Company"). Conditioned upon the initial raise by HS
of $500,000 of preferred stock or other financial instruments or securities of
the company, HS is hereby engaged on a two year exclusive basis as finders and
financial advisors to work with the Company on a best efforts basis with
potential sources introduced by HS ("Sources") that may provide financing to the
Company ("Financing").

     Sources shall be listed on Exhibit A to this Agreement, and shall include
Sources HS introduced to the company prior to this Agreement.

     As compensation for our services hereunder the Company shall pay to HS or
its designees the following percentages of the gross amount of any and all
monies or other consideration involved in the Financing from a Source
("Financing Compensation").

                              J. D. HOLDEN ASSOCIATES
                        64 KEATS WAY . MORRISTOWN, NJ 07960
                      PHONE: 973-898-9811 * FAX: 973-267-2313

                                        *

                             THE SUNVEST CORPORATION
                         667 MADISON AVENUE, 20TH FLOOR
                                NEW YORK, N.Y. 10021
                      PHONE: 212-888-8118 * FAX: 212-888-8188



<PAGE>   2



                                 -2-                             March 23, 2000


a)  At the signing of this Agreement, Warrants to purchase 500,000 shares of the
    Company's Common Stock ("Common Stock"), for an amount equal to the lower of
    $0.10 per share or the current price of the current private placement.

b)  A cash fee of ten percent (10%) of the gross amount of any and all monies or
    other consideration provided to the Company, including monies form the
    conversion of the preferred and the exercise of the warrants issued in the
    Financing; plus

c)  In cash, three percent (3%) of the gross amount of any and all monies or
    other consideration provided to the Company, including monies from the
    exercise of warrants issued in the Financing as unaccountable expense
    allowance; plus

d)  Warrants ("Warrants") to purchase shares of the Company's Common Stock
    ("Common Stock") for an amount equal to ten percent (10%) of the number of
    the units (shares and warrants) "Units" purchased by the Sources from the
    Company. Warrants shall be exercisable over five (5) years from the time of
    the close of the Financing at a price per share equal to 100% of the price
    paid in he respective Financing under this agreement. All shares underlying
    such Warrants shall have piggyback registration rights should the company
    file a registration statement.

    Except as otherwise provided herein, any and all Financing Compensation is
due and payable upon the closing of the financing.

    No advice rendered by HS, whether formal or informal, may be disclosed, in
whole or in part, or summarized, excerpted from or otherwise referred to without
our prior written consent. In addition, HS may not may not be otherwise referred
to without our prior written consent, except when the Company is required, based
on the advise of its counsel, to make such disclosure under any laws and
regulation. If requested by HS, the Company shall include a mutually acceptable
reference to HS in any press release or other public announcement made by the
Company regarding the matters described in the Agreement.

   By executing this Agreement you agree to indemnify and hold harmless HS and
each of its affiliates and their respective directors, officers, employees,
agents, advisors, attorneys and consultants (each an "Indemnified Party") from
and against any and all losses, claims, damages, liabilities, costs and
expenses, including, without limitation, environmental liabilities, costs and
expenses and all reasonable fees and disbursements of counsel, which may be
incurred by or asserted or awarded against any such Indemnified Party in
connection with or arising out of, or related to this Agreement or the
transactions or services covered thereby or hereby, and whether or not any such
transactions are consummated or


<PAGE>   3



                                  -3-                            March 23, 2000


services rendered, including without limitation any investigation, litigation or
proceeding, whether or not any such Indemnified Party is party thereto,
provided, however, that you shall not have any obligation under this paragraph
to an Indemnified Party with respect to an indemnified matter caused by o
resulting from the gross negligence or willful misconduct of that Indemnified
Party, as determined by a court of competent jurisdiction in a final
non-appealable judgement or order. The provisions of this paragraph shall
survive the termination of this letter.

     HS's engagement hereunder may be terminated at any time, with or without
cause, by either HS or the Company upon thirty days' prior written notice
thereof to the other party; provided, however, that in the event of any
termination of HS's engagement hereunder, HS will continue to be entitled to its
full fee provided for herein in the event that at any time prior to the
expiration of two years after any such termination the Company enters into an
agreement effecting the transaction by a source provided directly or indirectly
by HS; and provided further, that any termination of HS's engagement hereunder
shall not affect the Company's obligation to pay other fees and expenses to the
extent provided for herein, and to indemnify HS and certain related persons and
entities as provided in the indemnification above.

     The Company represents and warrants that it has all requisite power and
authority, and has obtained all authorization required, to enter into and carry
out the terms of this Agreement, and is not currently a party to, and during the
term of this Agreement, without prior consent of HS, it will not enter into any
agreement that is inconsistent or conflicts with its obligations to HS under
this agreement.

     The Company acknowledges and agrees that other than Howard Bronson and
Associates, there are no brokers, representative or other persons who have an
interest in the finder's compensation due to HS from any transaction
contemplated herein.

     The Company shall not attempt to circumvent, contact, avoid or bypass HS
directly or indirectly for the purpose of avoiding payment of fees, or
otherwise, by way of any corporation, trust, partnership or other entity or
individually by the use of any information or the name of any Sources introduced
by HS to the Company. This clause shall survive for a period of two years
following the termination of this Agreement.

     In connection with the engagement, HS is acting as an independent
contractor with duties owing solely to the Company. This Agreement shall be
governed by and construed in accordance with the laws of New York, without
regard to conflicts of law principles thereof. The parties agree that all
claims, disputes or controversies arising under, out of or in connection with
the Agreement shall be resolved by arbitration. If either party initiates
arbitration,


<PAGE>   4


                                       -4-                       March 23, 2000



such arbitration shall be held in New York, NY. The parties agree to select a
single arbitrator who will establish the rules and procedures of the arbitration
under the applicable rules. The parties irrevocably submit to the jurisdiction
of New York courts for their respective jurisdictions for entry of any
arbitration decision or to obtain any preliminary relief that may be necessary
and consent to the enforcement of any award rendered in such arbitration.

     We are delighted to accept this engagement and look forward to working with
you on this assignment. Please confirm that the foregoing is in accordance with
your understanding by signing and returning to us the enclosed duplicate of this
letter.

Very truly yours,

/s/ J. Daniel Holden
-----------------------------------
J. Daniel Holden

President
J. D. Holden Associates

/s/ S. Hong Nguyen
-----------------------------------
S. Hong Nguyen

President
The Sunvest Corporation



Accepted and agreed to as of the date first written above:


By: /s/ Kenneth I. Denos
-----------------------------------
Name: Kenneth I. Denos
Name: Senior Vice President