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                                                                    Exhibit 10.2



                                                       Grant No.________________


                       SPORTSNUTS.COM INTERNATIONAL, INC.

                               STOCK OPTION GRANT




OPTIONEE:________________________________________________________

ADDRESS:_________________________________________________________

GRANT DATE:______________________________________________________

EXERCISE PRICE:   $ ________ per share

NUMBER OF OPTION SHARES: _________________________________ shares

EXPIRATION DATE:_________________________________________________

TYPE OF OPTION: _____ Incentive Option _____ Non-Statutory Option

ISSUED UNDER SEC RULE 701:  ________ Yes  __________ No

EXERCISE SCHEDULE: Subject to the terms contained herein, the Option shall be
exercisable, in full or in part, at any time prior to the Expiration Date.

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           This Stock Option Grant is made, as of the Grant Date set forth
above, by and between SPORTSNUTS.COM INTERNATIONAL, INC., a Delaware corporation
(the "Corporation") and the Optionee named above. This Stock Option Grant
includes the terms of the Stock Option Exercise Notice and Purchase Agreement
attached hereto as Exhibit A, and is subject to the terms of the Corporation's
1999 Stock Option Plan (the "Plan"), a copy of which is attached hereto as
Exhibit B. All capitalized terms not defined herein shall have the meaning set
forth in the Appendix to the Plan.

           1. GRANT OF OPTION. The Corporation hereby grants to Optionee named
above, as of the Grant Date, an option to purchase up to the total number of
Option Shares specified above. The Option Shares shall be purchasable from time
to time during the option term specified in paragraph 2 below at the Exercise
Price.

           2. OPTION TERM. The option term shall be measured from the Grant Date
and shall accordingly expire at the close of business on the Expiration Date
specified above, unless sooner terminated in accordance with paragraph 5 below.

           3. LIMITED TRANSFERABILITY. This option shall be neither transferable
nor assignable, in whole or in part, by Optionee other than by will or by the
laws of descent and distribution following Optionee's death and may be
exercised, during Optionee's lifetime, only by Optionee. However, if this option
is designated a Non-Statutory Option above, then this option may also, in
connection with Optionee's estate plan, be assigned in whole or in part during
Optionee's lifetime to one or more members of Optionee's immediate family
(spouse or children) or to a trust established exclusively for the benefit of
one or more such immediate family members. Optionee shall give written notice of
any such assignment during Optionee's lifetime to the Corporation within 20 days
of assignment. The assigned portion may only be exercised by the person or
persons who acquire a proprietary interest in the option pursuant to the
assignment. The terms applicable to the assigned portion shall be the same as
those in effect for this option immediately prior to such assignment and shall
be set forth in such documents issued to the assignee as the Plan Administrator
may deem appropriate.

           4. EXERCISABILITY. This option shall become exercisable for the
Option Shares in one or more installments provided in the Exercise Schedule
above. As the option becomes exercisable for such installments, those
installments shall accumulate and the option shall remain exercisable for the
accumulated installments until the Expiration Date or sooner termination of the
option term under paragraph 5 below.

           5. CESSATION OF SERVICE. The option term specified in paragraph 2
above shall terminate, and this option shall cease to be outstanding prior to
the Expiration Date, upon Optionee's ceasing to be in the Service of the
Corporation. In such event, the following provisions shall apply:

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                  a. Should Optionee cease to remain in Service for any reason
(other than death, Permanent Disability or Misconduct) while this option is
outstanding, then Optionee shall have a period of three (3) months (commencing
with the date of such cessation of Service) during which to exercise this option
as to vested Option Shares.

                  b. Should Optionee die while this option is outstanding, then
the personal representative of Optionee's estate (or the person or persons to
whom the option is transferred pursuant to Optionee's will or in accordance with
the laws of descent and distribution) shall have a period of twelve (12) months
(commencing with the date of such cessation of service) during which to exercise
this option as to vested Option Shares.

                  c. Should Optionee cease Service by reason of Permanent
Disability while this option is outstanding, then Optionee shall have a period
of twelve (12) months (commencing with the date of such cessation of Service)
during which to exercise this option as to vested Option Shares.

                  d. Should Optionee's Service be terminated for Misconduct,
then this option shall terminate immediately and cease to remain outstanding.

                  e. During the limited post-Service exercise period, this
option may not be exercised in the aggregate for more than the number of vested
Option Shares for which the option is exercisable on the date of the Optionee's
cessation of Service. Upon the expiration of such limited post-Service exercise
period or upon the Expiration Date (if earlier), this option shall terminate and
cease to be outstanding for any vested Option Shares for which the option has
not been exercised. In no event shall this option be exercisable at any time
after the Expiration Date. To the extent this option is not otherwise
exercisable for vested Option Shares at the time of Optionee's cessation of
Service, this option shall immediately terminate and cease to be outstanding
with respect to those shares.

           6. ADJUSTMENT IN OPTION SHARES. Should any change be made to the
Common Stock by reason of any split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to (i) the total number
and/or class of securities subject to this option, and (ii) the Exercise Price,
in order to reflect such change and thereby preclude a dilution or enlargement
of benefits hereunder.

           7. STOCKHOLDER RIGHTS. The holder of this option shall not have any
stockholder rights with respect to the Option Shares until such person shall
have exercised the option, paid the Exercise Price, and become a holder of
record of the Purchased Shares.

           8. MANNER OF EXERCISING OPTIONS

                  a. In order to exercise this option with respect to all or any
part of the Option Shares for which this option is at the time exercisable,
Optionee (or any other person or persons exercising this option) must take the
following actions:

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                  (1) Execute and deliver to the Corporation a Stock Option
Exercise Notice and Purchase Agreement (Exhibit A) for the Option Shares for
which the option is exercised.

                  (2) Pay the aggregate Exercise Price for the Purchased Shares
in one or more of the following forms:

                  (a)  Cash or check made payable to the Corporation; or

                  (b) A promissory note payable to the Corporation, but only to
                  the extent authorized by the Plan Administrator in accordance
                  with paragraph 13.

                  Upon prior written approval of the Plan Administrator, the
Exercise Price may also be paid as follows:

                  (c) In shares of Common Stock held by Optionee (or any other
                  person or persons exercising the option) for the requisite
                  period necessary to avoid a charge to the Corporation's
                  earnings for financial reporting purposes and valued at Fair
                  Market Value on the Exercise Date; or

                  (d) Through a special sale and remittance procedure pursuant
                  to which Optionee (or any other person or persons exercising
                  the option) shall concurrently provide irrevocable written
                  instructions (1) to a Corporation-designated brokerage firm
                  to effect the immediate sale of the Purchased Shares and remit
                  to the Corporation, out of the sale proceeds available on the
                  settlement date, sufficient funds to cover the aggregate
                  Exercise Price payable for the Purchased Shares plus all
                  applicable federal, state and local income and employment
                  taxes required to be withheld by the Corporation by reason of
                  such exercise and (2) to the Corporation to deliver the
                  certificates for the Purchased Shares directly to such
                  brokerage firm in order to complete the sale.

                  Except to the extent the sale and remittance procedure is
utilized in connection with the option exercise, payment of the Exercise Price
must accompany the Stock Option Exercise Notice and Purchase Agreement delivered
to the Corporation in connection with the option exercise.

                  (3) Furnish to the Corporation appropriate documentation that
                  the person or persons exercising the option (if other than
                  Optionee) have the right to exercise this option.

                  (4) Execute and deliver to the Corporation such written
                  representations as may be requested by the Corporation in
                  order for it to comply with the applicable requirements of
                  federal and state securities laws.

                  (5) Make appropriate arrangements with the Corporation (or
                  Parent or Subsidiary employing or retaining Optionee) for the
                  satisfaction of all federal, state and local income and
                  employment tax withholding requirements applicable to the
                  option exercise.

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                  b. As soon as practical after the Exercise Date, the
Corporation shall issue to, or, on behalf of Optionee (or any other person or
persons exercising this option), a share certificate for the Purchased Shares,
with the appropriate legends affixed thereto.

                  c. In no event may this option be exercised for any fractional
shares.

           9. ESCROW. As security for the faithful performance of this
Agreement, Optionee agrees, immediately upon receipt of the certificates
evidencing the Purchased Shares, to deliver such certificates, together with a
Stock Power in the form attached to Exhibit A hereto, executed by Optionee (with
the date and number of Shares left blank), to the Secretary of the Corporation
or its designee ("Escrow Holder"), who is hereby appointed to hold such
certificates and Stock Power in escrow and to take all such actions and to
effectuate all such transfers and/or releases of such Shares as are in
accordance with the terms of this Agreement. Optionee and the Corporation agree
that Escrow Holder shall not be liable to any party to this Agreement (or to any
other party) for any actions or omissions unless Escrow Holder is grossly
negligent relative thereto. The Escrow Holder may rely upon any letter, notice,
or other document executed by any signature purported to be genuine and may rely
on advice of counsel and obey any order of any court with respect to the
transactions contemplated herein. The Shares shall be released from escrow when
all the Corporation's Repurchase Rights, First Refusal Right, and Market
Standoff Right as set forth in Exhibit A hereto.

           10.    COMPLIANCE WITH LAWS AND REGULATIONS

                  a. The exercise of this option and the issuance of the Option
Shares upon such exercise shall be subject to compliance by the Corporation and
Optionee with all applicable requirements of law relating thereto and with all
applicable regulations of any stock exchange (or NASDAQ, if applicable) on which
the Common Stock may be listed for trading at the time of such exercise and
issuance.

                  b. The inability of the Corporation to obtain approval from
any regulatory body having authority deemed by the Corporation to be necessary
to the lawful issuance and sale of any Common Stock pursuant to this option
shall relieve the Corporation of any liability with respect to the non-issuance
or sale of the Common Stock as to which such approval shall not have been
obtained. The Corporation, however, shall use its best efforts to obtain all
such approvals.

           11. SUCCESSORS AND ASSIGNS. Except to the extent otherwise provided
in paragraph 3 above, the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Corporation and its successors and assigns
and Optionee, Optionee's permitted assigns and the legal representatives, heirs
and legatees of Optionee's estate.

           12. NOTICES. Any notice required to be given or delivered to the
Corporation under the terms of this Agreement shall be in writing and addressed
to the Corporation at its principal corporate offices. Any notice required to be
given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated on the Stock Option Grant. All

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notices shall be deemed effective upon personal delivery or upon deposit in the
U.S. mail, postage prepaid and properly addressed to the party to be notified.

           13. FINANCING. The Plan Administrator may, in its absolute discretion
and without any obligation to do so, permit Optionee to pay the Exercise Price
for the purchase Option Shares by delivering a full-recourse promissory note
payable to the Corporation. The terms of any such promissory note (including the
interest rate, the requirements for collateral and the terms of repayment) shall
be established by the Plan Administrator in its sole discretion.

           14. CONSTRUCTION. This Agreement and the option evidenced hereby are
made and granted pursuant to the Plan and are in all respects limited by and
subject to the terms of the Plan and the Stock Option Exercise Notice and
Purchase Agreement. All decisions of the Plan Administrator with respect to any
question or issue arising under the Plan or this Agreement shall be conclusive
and binding on all persons having an interest in this option.

           15. GOVERNING LAW. The interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of Utah without resort
to its conflict-of-laws rules.

           16. ADDITIONAL TERMS APPLICABLE TO AN INCENTIVE OPTION. In the event
this option is designated an Incentive Option above, the following terms and
conditions shall also apply to the grant:

                  a. This option shall cease to qualify for favorable tax
treatment as an Incentive Option if (and to the extent) this option is exercised
for one or more Option Shares: (1) more than three (3) months after the date
Optionee ceases to be an Employee or in the Service of the Corporation for any
reason other than death or Permanent Disability or (2) more than twelve (12)
months after the date Optionee ceases to be an Employee by reason of death or
Permanent Disability.

                  b. No installment under this option shall qualify for
favorable tax treatment as an Incentive Option if (and to the extent) the
aggregate Fair Market Value (determined at the Grant Date) of the Common Stock
for which such installment first becomes exercisable hereunder would, when added
to the aggregate value (determined as of the respective date or dates of grant)
of any earlier installments of the Common Stock and any other securities for
which this option or any other Incentive Options granted to Optionee prior to
the Grant Date (whether under the Plan or any other option plan of the
Corporation or any Parent or Subsidiary) first become exercisable during the
same calendar year, exceed One Hundred Thousand Dollars ($100,000) in the
aggregate. Should such One Hundred Thousand Dollar ($100,000) limitation be
exceeded in any calendar year, this option shall nevertheless become exercisable
for the excess shares in such calendar year as a Non-Statutory Option.

                  c. Should the Board elect to accelerate the exercisability of
this option upon a Corporate Transaction, then this option shall qualify as an
Incentive Option only to the extent the aggregate Fair Market Value (determined
at the Grant Date) of the Common Stock for which this option first becomes
exercisable in the calendar year in which the Corporate Transaction occurs


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does not, when added to the aggregate value (determined as of the respective
date or dates of grant) of the Common Stock or other securities for which this
option or one or more other Incentive Options granted to Optionee prior to the
Grant Date (whether under the Plan or any other option plan of the Corporation
or any Parent or Subsidiary) first become exercisable during the same calendar
year, exceed One Hundred Thousand Dollars ($100,000) in the aggregate. Should
the applicable One Hundred Thousand Dollar ($100,000) limitation be exceeded in
the calendar year of such Corporate Transaction, the option may nevertheless be
exercised for the excess shares in such calendar year as a Non-Statutory Option.

                  d. Should Optionee hold, in addition to this option, one or
more other options to purchase Common Stock which become exercisable for the
first time in the same calendar year as this option, then the foregoing
limitations on the exercisability of such options as Incentive Options shall be
applied on the basis of the order in which such options are granted.

                  e. The grant of this option is subject to approval of the Plan
by Corporation's stockholders within twelve (12) months after the adoption of
the Plan by the Board. In the event that such stockholder approval is not
obtained, then this option shall not qualify as an Incentive Option.

                  f. If the Option Shares covered by this Agreement exceed, as
of the Grant Date, the number of shares of Common Stock which may without
stockholder approval be issued under the Plan, then this option shall cease to
qualify as an Incentive Option unless stockholder approval of an amendment
sufficiently increasing the number of shares of Common Stock issuable under the
Plan is obtained in accordance with the provisions of the Plan.

                  g. If Optionee is a 10% Stockholder, then the Exercise Price
shall not be less than one hundred ten percent (110%) of the Fair Market Value
per share of Common Stock on the Grant Date, and the option term shall not
exceed five (5) years measured from the Grant Date.

                  h. Shares purchased pursuant to this option shall cease to
qualify for favorable tax treatment as Incentive Option shares if and to the
extent Optionee disposes of such shares within two (2) years from the Grant Date
or within one (1) year of Optionee's purchase of said shares.

                  i. Optionee acknowledges that the rules regarding Incentive
Options as contained in the Internal Revenue Code are subject to amendment in
the future. Optionee should consult his or her tax advisor prior to taking any
action with respect to this option or the shares purchased hereunder.

           IN WITNESS WHEREOF, this Agreement is executed as of the Grant Date
first noted above.

                                               SPORTSNUTS.COM INTERNATIONAL,
                                               INC.

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                                               By: _____________________________
                                               Its:_____________________________



                                 ACKNOWLEDGMENT

           Optionee understands and agrees that the option is granted subject to
and in accordance with the terms of the Corporation's 1999 Stock Option Plan
(the "Plan"). Optionee further agrees to be bound by the terms of the Plan and
the terms of the option as set forth in this Agreement. Optionee understands
that any Option Shares purchased under the option shall be subject to the terms
set forth in the Stock Option Exercise Notice and Purchase Agreement attached
hereto as Exhibit A.

           Optionee hereby acknowledges receipt of a copy of the Plan in the
form attached hereto as Exhibit B, and represents that Optionee has read and
understands the Plan, and accepts this option subject to all terms and
provisions of the Plan and the Plan documents. Optionee hereby agrees to accept
as binding, conclusive and final, all decisions and interpretations of the Board
of Directors upon any questions arising under the Plan. Optionee acknowledges
that there may be adverse tax consequences upon exercise of this option and/or
upon disposition of the Purchased Shares, and that Optionee should consult a tax
advisor prior to such exercise or disposition.


                                               OPTIONEE


                                               _________________________________

                                               OPTIONEE

                                               _________________________________

                                               DATE

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                                    EXHIBIT A

               STOCK OPTION EXERCISE NOTICE AND PURCHASE AGREEMENT

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                                    EXHIBIT B

                             1999 STOCK OPTION PLAN