<PAGE>   1
                                                                    EXHIBIT 10.4
                                                                  NON-NEGOTIABLE

        THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE LAW AND MAY NOT
        BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED
        UNLESS AND UNTIL REGISTERED UNDER THE ACT OR STATE LAW OR, IN THE
        OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF
        THE SECURITIES, SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION
        IS IN COMPLIANCE THEREWITH.

                           CONVERTIBLE PROMISSORY NOTE

Principal Amount: $50,000.00                         Date: March 26, 2000
                                                     Salt Lake City, Utah

               FOR VALUE RECEIVED, SPORTSNUTS.COM INTERNATIONAL, INC., a
Delaware corporation (herein referred to as "Maker" or the "Company"), hereby
promises to pay to the order of John Schmitz and Stanley Aber, individuals
residing in the State of New York (collectively, "Holder"), in lawful money of
the United States of America, the principal sum of Fifty Thousand Dollars
($50,000.00) (the "Principal Amount"), together with interest thereon as
provided below.

        1. Payment Terms. The entire Principal Amount together with all accrued
but unpaid interest shall be due and payable on June 26, 2000 (the "Maturity
Date"). Any payments made on this Note will be applied first to any costs and
expenses (including attorneys' fees as provided in paragraph 9) incurred by
Holder in connection with the collection of amounts owing pursuant to this Note,
then to accrued interest, and then to reduction of principal, or as otherwise
determined at Holder's discretion. The loan proceeds represented by this Note
shall be disbursed by the Holder, from time to time, pursuant to a schedule of
disbursements or draws approved by the Holder.

      2. Interest. Interest will accrue on Principal Amount outstanding at the
rate per annum of ten percent (10%), with interest payable semiannually in
arrears, at the option of Maker in cash or in shares of Common Stock of the
Company.

      3. Warrants. In connection with the issuance of this Note, Maker shall
execute and deliver to Holder a warrant ("Warrant") for the right to purchase an
aggregate of Two Million Five Hundred Thousand (2,500,000) shares of Common
Stock of the Company. The Warrant shall be exercisable at a purchase price of
$0.10 per share. The specific terms and conditions of the Warrant are more
specifically set forth in Exhibit "A" attached hereto. The Warrant shall expire
three (3) years from the date of this Note.

      4. Right of Conversion.

            4.1 Election Right for Conversion Into Common Stock. This Note,
together with


<PAGE>   2


                                                                  NON-NEGOTIABLE

all accrued interest (the "Repayment Amount"), shall at any time prior to the
Maturity Date may be converted in its entirety upon the election of the Holder
into fully-paid and non-assessable shares of Common Stock equal to Twenty (20)
times the U.S. dollar value of the Repayment Amount.

                  4.2 Effect of Election to Convert. Election by the Holder to
convert the Repayment Amount into Common Stock shall be effective only as to the
conversion of all, but not less than all, of the total principal amount of the
Note plus all interest and other amounts then outstanding. Such election shall
be effected by the Holder delivering to the Company this Note together with a
written statement electing such conversion. Such conversion shall be effective
as of the date on which the Company receives such written statement.

                 4.3 Mechanics of Conversion. Within two (2) business days after
receiving the Holder's written election to convert and this Note, the Company
shall issue and deliver to the Holder a certificate or certificates, registered
in the name of Holder, for the number of full shares of Common Stock to which
Holder is entitled bearing such restrictive legends as may be required by
federal and state securities laws. To the extent permitted by law, such
conversion shall be deemed to have been effected as of the close of business on
the date on which the Holder shall have elected to such conversion. At the time
of the issuance of the certificate for the shares of Common Stock, the rights of
the Holder of the Note as such Holder shall cease, and the Holder shall be
deemed to have become the holder or holders of record of the shares of Common
Stock received upon conversion.

                4.4 Taxes on Conversion. The issue of stock certificates on
conversion of this Note shall be made without charge to the Holder for any tax
in respect of the issue thereof. The Company shall not, however, be required to
pay any tax which may be payable in respect of any transfer involved in the
issue and delivery of Common Stock in any name other than that of the Holder of
this Note, and the Company shall not be required to issue or deliver any
certificate in respect of such Common Stock unless and until the person or
persons requesting the issuance thereof shall have paid to the Company the
amount of such tax or shall have established to the satisfaction of the Company
that such tax has been paid.

               4.5 No Rights as Stockholder. Prior to the conversion of the
Note, the Holder shall not be entitled to any right as a stockholder, including
without limitation the right to vote or to receive dividends or other
distribution, and shall not be entitled to receive any notice of any proceeding
of the Company, except as provided herein.

        5. Adjustments. If at any time after this Note is executed, the Company
(i) declares a dividend or makes a distribution on the outstanding shares of its
Common Stock, (ii) subdivides its outstanding shares of Common Stock into a
greater number of shares, (iii) combines its outstanding shares of Common Stock
into a smaller number of shares, (iv) effects a capital reorganization,
reclassification, or change in the outstanding shares of Common Stock (other
than a change in par value, or from par value to no par value, or from no par
value to par value), or (v) otherwise changes into the same or different number
of shares of any class or classes of stock, the Common Stock


<PAGE>   3


                                                                  NON-NEGOTIABLE

issuable upon the conversion of this Note, the conversion price per share in
effect at the time of the record date for such dividend or distribution or the
effective date of such subdivision, combination or reclassification
reorganization, other similar changes in the capitalization of the Company shall
be proportionately adjusted so that the Holder of this Note after such time
shall be entitled to receive the aggregate number of shares of Common Stock
which the Holder would have owned or been entitled to receive had this Debenture
been converted immediately prior to such record date or effective date and the
resulting Common Stock had been subject to such dividend, distribution,
subdivision, combination or reclassification or reorganization. Such adjustment
shall be made successively whenever any event specified above shall occur. No
adjustments in respect of interest or dividends, other than a stock dividend,
will be made upon conversion, but a payment in cash will be made by the Company
in lieu of the issuance of any such fractional shares.

        6. Registration Rights. If the Company shall file a registration
statement with the Securities and Exchange Commission to register shares of its
Common Stock, excluding an S-8 or S-4 registration statement, the Company agrees
to register the shares of Common Stock issuable from the conversion of this
Note, subject to any underwriter's cutback or limitation in connection
therewith.

        7.    Representations and Warranties.  The Maker represents and
warrants to the Company that:

             7.1 The Maker (i) is a corporation duly organized and validly
existing under the laws of Delaware; and (ii) has all requisite corporate power,
and has all material governmental licenses, authorizations, consents and
approvals necessary to own its assets and carry on its business as now being or
as proposed to be conducted;

            7.2 There are no legal or arbitrary proceedings, or any proceedings
by or before any governmental or regulatory authority or agency now pending, or
(to the knowledge of the Maker) threatened against the Maker, which, if
adversely determined, could have a material advise effect on the financial
condition, operations or business of the Maker taken as a whole;

            7.3 The execution and delivery of this Note, or the Security
Agreement, or the Warrant, the consummation of the transactions herein
contemplated, or the compliance with the terms and provisions hereof will
conflict with, or result in a breach of, or require any consent under the
Articles of Incorporation or By-Laws of the Maker, or any applicable law or
regulation, or any agreement or instrument to which the Maker is a party, or by
which it is bound, or to which it is subject, or constitute a default under any
such agreement or instrument, or result in the creation or imposition of any
lien upon any of the revenues or assets of the Maker, pursuant to the terms of
any such agreement or instrument.

            7.4 The Maker has all necessary corporate power and authority to
execute, deliver and perform its obligations under this Note, has been duly
authorized by all necessary corporate action on its part; and this Note has been
duly and validly executed and delivered by the Maker and


<PAGE>   4


                                                                  NON-NEGOTIABLE

constitutes its legal, valid and binding obligation, enforceable in accordance
with its terms.

        8.   Default.

              8.1 Any one of the following occurrences shall constitute an
"Event of Default" under this Note:

                      (a) The failure of Maker to make any payment of principal
               or accrued interest upon this Note when the same becomes due and
               payable in accordance with the terms hereof without further
               notice or passage of time; provided however, that Maker shall
               have thirty (30) days to cure such default.

                      (b) The entry of a decree or order for relief by a court
               having jurisdiction in the premises in respect of the Maker in
               any involuntary case or proceedings under the Federal bankruptcy
               law, as now constituted or hereafter amended, or any other
               applicable Federal or state bankruptcy, insolvency,
               reorganization or other similar law, or appointing a receiver,
               liquidator, assignee, custodian, trustee, sequestrator (or
               similar official) of the Maker or for any substantial part of its
               property, or ordering the winding-up or liquidation of its
               affairs; or

                      (c) The commencement by the Maker of a voluntary case or
               proceeding under the Federal bankruptcy laws, as now or hereafter
               constituted, or any other applicable Federal or state bankruptcy,
               insolvency, reorganization or other similar law, or any other
               case or proceeding to be adjudicated bankrupt or insolvent, or
               the consent by it to the appointment of or taking possession by a
               receiver, liquidator, assignee, trustee, custodian, sequestrator
               (or other similar official) of the Maker or of any substantial
               part of its property, or the making by it of any assignment for
               the benefit of creditors, or the taking of corporation action by
               the Maker in furtherance of any of the foregoing.

               8.2 Upon the happening of any Event of Default, (i) the entire
principal and any unpaid accrued interest shall become due immediately and
payable in full in cash with interest accruing thereon until paid in full, and
(ii) Holder shall have and may exercise any and all rights and remedies
available hereunder, at law and in equity.

               8.3 The remedies of Holder, as provided herein, shall be
cumulative and concurrent, and may be pursued singularly, successively or
together, at the sole discretion of Holder, and may be exercised as often as
occasion therefor shall arise. Any act, omission or commission of Holder,
including, specifically, any failure to exercise any right, remedy or recourse,
shall be released and be effected only through a written document executed by
Holder and then only to the extent specifically recited therein. A waiver or
release with reference to any one event shall not be construed as continuing, as
a bar to, or as a waiver or release of, any subsequent right, remedy or recourse
as to a subsequent event.


<PAGE>   5


                                                                  NON-NEGOTIABLE


        9. Attorneys' Fees. If one or more Events of Default shall occur (or any
act which with notice or passage of time or both would constitute an Event of
Default) under this Note, Maker promises to pay all collection costs, including
but not limited to all reasonable attorneys' fees, court costs, and expenses of
every kind incurred by Holder in connection with such collection or the
protection or enforcement of any or all of the security for this Note, whether
or not any lawsuit is filed with respect thereto.

        10. Notices. All payments and any notice required or permitted to be
served hereunder shall be in writing and shall be delivered personally, or by
express, overnight or courier service, by regular or certified mail, or by
facsimile transmission (with a confirming copy sent by U.S. Mail, registered or
certified, return receipt requested) addressed as follows, or to such other
address as any party hereto may for itself designate by written notice in
accordance herewith:

               TO MAKER:            SPORTSNUTS.COM
                                    10421 South 400 West, Suite 550
                                    South Jordan, Utah 84095
                                    Attn: Kenneth Denos
                                    Facsimile No.: 801-816-2599

               TO HOLDER:           ____________________________________

                                    ____________________________________

                                    ____________________________________
                                    Facsimile No.: 631-851-8711

Notice shall be deemed properly given on the date received or postmarked,
whichever is earlier.

               11. Transfer. Provided that Maker's written consent is not
provided (which consent shall not be unreasonably withheld), this Note may not
be sold, pledged, hypothecated, or transferred in any manner, and is a
non-negotiable instrument having no value whatsoever except to the Holder while
the Note bears a principal balance outstanding.

               12. Waiver. Maker, for itself, its successors, transferees and
assigns and all guarantors, endorsers and signers, hereby waives all valuation
and appraisement privileges, presentment and demand for payment, protest, notice
of protest and nonpayment, dishonor and notice of dishonor, bringing of suit,
lack of diligence or delays in collection or enforcement of this Note and notice
of the intention to accelerate, the release of any liable party, the release of
any security for the debt, the taking of any additional security and any other
indulgence or forbearance, and is and shall be directly and primarily, liable
for the amount of all sums owing and to be owed hereon, and agrees that this
Note and any or all payments coming due hereunder may be extended or renewed
from time to time by mutual consent without in any way affecting or diminishing
Maker's liability hereunder.



<PAGE>   6


                                                                  NON-NEGOTIABLE

               13. Illegality and Severability. In no event shall the amount
paid or agreed to be paid hereunder (including all interest and the aggregate of
any other amounts taken, reserved or charged pursuant to this Note which under
applicable law is deemed to constitute interest on the indebtedness evidenced by
this Note) exceed the highest lawful rate permissible under applicable law; and
if under any circumstances whatsoever, fulfillment of any provision of this Note
at the time performance of such provision shall be due, shall involve
transcending the limit of validity prescribed by applicable law, then ipso
facto, the obligation to be fulfilled shall be reduced to the limit of such
validity, and if from any circumstances Holder should receive as interest an
amount which would exceed the highest lawful rate allowable under law, such
amount which would be excessive interest shall be applied to the reduction of
the unpaid principal balance due under this Note and not to the payment of
interest, or if such excess interest exceeds the unpaid balance of principal,
the excess shall be refunded to Maker. If any provision of this Note or any
payments pursuant to the terms hereof shall be invalid or unenforceable to any
extent, the remaining provisions of this Note and any other payments hereunder
shall not be affected thereby and shall be enforceable to the greatest extent
permitted by law.

               14.    Governing Law.  This Note shall be governed by and
construed under the laws of the State of Utah without regard  to the conflict
of laws provisions.

               15.    Venue and Jurisdiction.  Any action or proceeding arising
out of or relating to this Note shall be brought in the federal or state courts
in the State of Utah, and Maker and Holder each consent to the jurisdiction of
said courts.

               IN WITNESS WHEREOF, the parties have executed this Note as of the
date first above written.

                                  "Maker"

                                   SPORTSNUTS.COM INTERNATIONAL, INC.

                                  By: /s/ Kenneth Denos
                                  ---------------------------------
                                      Kenneth Denos
                                      Executive Vice President

                                  "Holder"


                                  ---------------------------------
                                  John Schmitz

                                  ---------------------------------
                                  Stanley Aber



<PAGE>   7


                                                                  NON-NEGOTIABLE

                                   EXHIBIT "A"
                                       TO
                           CONVERTIBLE PROMISSORY NOTE
                              DATED MARCH 26, 2000
                                   FOR $50,000
                  TO JOHN SCHMITZ ANED STANLEY ABER ("HOLDER")



<PAGE>   8


                                                                  NON-NEGOTIABLE

        THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE LAW AND MAY NOT
        BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED
        UNLESS AND UNTIL REGISTERED UNDER THE ACT OR STATE LAW OR, IN THE
        OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF
        THE SECURITIES, SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION
        IS IN COMPLIANCE THEREWITH.

                  Void after 5:00 p.m., Mountain Standard Time
                                on March 25, 2003


                       SPORTSNUTS.COM INTERNATIONAL, INC.

                                     WARRANT

        This certifies that, for value received,John Schmitz and Stanley Aber,
or registered assigns (the "Holder"), is entitled to purchase, at the Exercise
Price (as defined below) and subject to the provisions of this Warrant, from
SPORTSNUTS.COM INTERNATIONAL, INC., a Delaware corporation, (the "Company"), Two
Million Five Hundred Thousand (2,500,000) shares of the unregistered Common
Stock of the Company (the "Warrant Stock").

               1. Exercise of Warrant. This Warrant may be exercised in whole or
in part at any time or from time to time on or after the date hereof, but not
later than 5:00 p.m., Mountain Standard Time, on March 25, 2003, or if such date
is a day on which federal or state chartered banking institutions are authorized
by law to close, then on the next succeeding day which shall not be such a day,
by presentation and surrender thereof to the Company at its principal office or
at the office of its stock transfer agent, if any, with the Purchase Form
annexed hereto duly executed and accompanied by payment, in cash or by certified
or official bank check, payable to the order of the Company, of the Exercise
Price (as defined below) for the number of shares of Warrant Stock specified in
such form, together with all taxes applicable upon such exercise. If this
Warrant should be exercised in part only, the Company shall upon surrender of
this Warrant for cancellation, execute and deliver a new Warrant of the same
tenor evidencing the right of the Holder to purchase the balance of the shares
of Warrant Stock purchasable hereunder upon the same terms and conditions as
herein set forth. Upon and as of receipt by the Company of this Warrant at the
office or stock transfer agent of the Company, in proper form for exercise, and
accompanied by payment as herein provided, the Holder shall be deemed to be the
holder of record of the shares of Warrant Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such shares of Warrant Stock shall not
then be actually delivered to the Holder.

               2.     Exercise Price.  This Warrant shall be exercisable at a
purchase price of $0.10 per share.

               3.     Reservation of Shares.  The Company hereby covenants and
agrees that at all times during the period this Warrant is exercisable it shall
reserve from its authorized and unissued shares of Common Stock for issuance and
delivery upon exercise of this Warrant such number of shares of its Warrant
Stock as shall be required for issuance and delivery upon exercise of this
Warrant. The Company


<PAGE>   9


                                                                  NON-NEGOTIABLE

agrees that its issuance of this Warrant shall constitute full authority to its
officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the shares of Warrant Stock
upon the exercise of this Warrant.

               4. Fractional Shares. No fractional shares or stock representing
fractional shares shall be issued upon the exercise of this Warrant. In lieu of
any fractional shares which would otherwise be issuable, the Company shall pay
cash equal to the product of such fraction multiplied by the fair market value
of one share of the Warrant Stock on the date of exercise, as determined in good
faith by the Company's Board of Directors.

               5.     Transfer, Exchange, Assignment or Loss of Warrant.

                        (a) This Warrant may not be assigned or transferred
except as provided herein and in accordance with and subject to the provisions
of the Securities Act of 1933 and the Rules and Regulations promulgated
thereunder (said Act and such Rules and Regulations being hereinafter
collectively referred to as the "Act"). Any purported transfer or assignment
made other than in accordance with this Section 5 and Section 9 hereof shall be
null and void and of no force and effect.

                        (b) This Warrant may be transferred or assigned only
with the written consent of the Company, which shall not be unreasonably
withheld. In addition, this Warrant shall be transferable only upon the opinion
of counsel satisfactory to the Company, which may be counsel to the Company,
that (i) the transferee is a person to whom the Warrant may be legally
transferred without registration under the Act; and (ii) such transfer will not
violate any applicable law or governmental rule or regulation including, without
limitation, any applicable federal or state securities law, as further
referenced in Section 9 below. Prior to the transfer or assignment, the assignor
or transferor shall reimburse the Company for its reasonable expenses, including
attorneys' fees, incurred in connection with the transfer or assignment.

                        (c) Any assignment permitted hereunder shall be made by
surrender of this Warrant to the Company at its principal office with the
Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax. In such event the Company shall, without charge, execute and
deliver a new Warrant in the name of the assignee named in such instrument of
assignment and this Warrant shall promptly be cancelled. This Warrant may be
divided or combined with other Warrants which carry the same rights upon
presentation thereof at the principal office of the Company together with a
written notice signed by the Holder thereof, specifying the names and
denominations in which new Warrants are to be issued. The terms "Warrant" and
"Warrants" as used herein includes any Warrants in substitution for or
replacement of this Warrant, or into which this Warrant may be divided or
exchanged.

                        (d) Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant, and (in the
case of loss, theft or destruction) of reasonably satisfactory indemnification,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will execute and deliver a new Warrant of like tenor and date and any such lost,
stolen, destroyed or mutilated Warrant shall thereupon become void. Any such new
Warrant executed and delivered shall constitute an additional contractual
obligation on the part of the Company, whether or not the Warrant so lost,
stolen, destroyed or mutilated shall be at any time enforceable by anyone.

                        (e) Each Holder of this Warrant, the shares of Warrant
Stock issued hereunder or any other security issued or issuable upon the
exercise of this Warrant shall indemnify and hold harmless


<PAGE>   10


                                                                  NON-NEGOTIABLE

the Company, its directors and officers, and each person, if any, who controls
the Company, against any losses, claims, damages or liabilities, joint or
several, to which the Company or any such director, officer or any such person
may become subject under the Act or statute or common law, insofar as such
losses, claims, damages or liabilities, or actions in respect thereof, arise out
of or are based upon the disposition by such Holder of the Warrant, the shares
of Warrant Stock acquired under the Warrant, or other such securities in
violation of this Warrant.

               (6) Rights of the Holder. The Holder shall not, by virtue hereof,
be entitled to any rights of a shareholder in the Company, either at law or
equity, and the rights of the Holder are limited to those expressed in this
Warrant and are not enforceable against the Company except to the extent set
forth herein.

               (7) Adjustment of Exercise Price and Number of Shares. The number
and kind of securities issuable upon the exercise of this Warrant and the
Exercise Price of such securities shall be subject to adjustment from time to
time upon the happening of certain events as follows:

                      (a)  Adjustment for Dividends in Stock.  In case at any
time or from time to time on or after the date hereof the holders of the Common
Stock of the Company (or any shares of stock or other securities at the time
receivable upon the exercise of this Warrant) shall have received, or, on or
after the record date fixed for the determination of eligible stockholders,
shall have become entitled to receive without payment therefor, other or
additional stock of the Company by way of dividend, then and in each case, the
Holder of this Warrant shall, upon the exercise hereof be entitled to receive,
in addition to the number of shares of Warrant Stock receivable thereupon, and
without payment of any additional consideration therefor, the amount of such
other or additional stock of Company which such Holder would hold on the date of
such exercise had it been the holder of record of such shares of Warrant Stock
on the date hereof and had thereafter, during the period from the date hereof to
and including the additional stock receivable by it as aforesaid during such
period, giving effect to all adjustments called for during such period by
paragraphs (a) and (b) of this Section 7.

                      (b)  Adjustment for Reclassification, Reorganization or
Merger. In case of any reclassification or change of the outstanding securities
of the Company or of any reorganization of the Company (or any other corporation
the stock or securities of which are at the time receivable upon the exercise of
this Warrant) on or after the date hereof, or in case, after such date, the
Company (or any such other corporation) shall merge with or into another
corporation or convey all or substantially all of its assets to another
corporation, then and in each such case the Holder of this Warrant, upon the
exercise hereof at any time after the consummation of such reclassification,
change, reorganization, merger or conveyance, shall be entitled to receive, in
lieu of the stock or other securities and property receivable upon the exercise
hereof prior to such consummation, the stock or other securities or property
which such Holder would have been entitled upon such consummation if such Holder
had exercised this Warrant immediately prior thereto. In each such case, the
terms of this Section 7 shall be applicable to the shares of stock or other
securities properly receivable upon the exercise of this Warrant after such
consummation.

                      (c)  Stock Splits and Reverse Stock Splits.  If at any
time on or after the date hereof the Company shall subdivide its outstanding
shares of Warrant Stock into a greater number of shares, the Exercise Price in
effect immediately prior to such subdivision shall thereby be proportionately
reduced and the number of shares of Warrant Stock receivable upon exercise of
the Warrant shall thereby be proportionately increased; and, conversely, if at
any time on or after the date hereof the outstanding


<PAGE>   11


                                                                  NON-NEGOTIABLE

number of shares of Warrant Stock shall be combined into a smaller number of
shares, the Exercise Price in effect immediately prior to such combination shall
thereby be proportionately increased and the number of shares of Warrant Stock
receivable upon exercise of the Warrant shall thereby be proportionately
decreased.

               8. Officer's Certificate. Whenever the Exercise Price or the
number of shares of Warrant Stock that may be acquired under the Warrant shall
be adjusted as required by the provisions of Section 6 hereof, the Company shall
forthwith file with its Secretary or an Assistant Secretary at its principal
office, and with its stock transfer agent, if any, an officer's certificate
showing the adjusted Exercise Price and shares of Warrant Stock determined as
herein provided and setting forth in reasonable detail the facts requiring such
adjustment. Each such officer's certificate shall be made available at all
reasonable times for inspection by the Holder, and the Company shall, forthwith
after each such adjustment, deliver a copy of such certificate to the Holder.

               9. Transfer to Comply with the Securities Act of 1933.

                      (a)  This Warrant and the shares of Warrant Stock issued
hereunder or any other security issued or issuable upon exercise of this Warrant
may not be sold, transferred or otherwise disposed of, except to a person who,
in the opinion of counsel reasonably satisfactory to the Company, is a person to
whom this Warrant or such shares of Warrant Stock may legally be transferred
pursuant to Section 5 hereof without registration and without the delivery of a
current prospectus under the Act with respect thereto and then only against
receipt of an agreement of such person to comply with the provision of this
Section 9 with respect to any resale or other disposition of such securities
unless, in the opinion of such counsel, such agreement is not required.

                      (b) The Company may cause the following legend to be set
forth on each certificate representing shares of Warrant Stock acquired under
this Warrant or any other security issued or issuable upon exercise of this
Warrant, unless counsel for the Company is of the opinion as to any such
certificate that such legend is unnecessary:

        THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE LAW AND MAY NOT
        BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED
        UNLESS AND UNTIL REGISTERED UNDER THE ACT OR STATE LAW OR, IN THE
        OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF
        THE SECURITIES, SUCH OFFER, SALE, OR TRANSFER, PLEDGE, OR HYPOTHECATION
        IS IN COMPLIANCE THEREWITH.

      10. Governing Law. This Warrant shall be governed by, and construed in
accordance with, the laws of the State of Utah excluding that body of law
pertaining to conflicts of law.

      11.  Notice.  Notices and other communications to be given to the Holder
of the Warrants evidenced by this certificate shall be delivered by hand or
mailed, postage prepaid, to___________________________________________________
__________________________, or such other address as the Holder shall have
designated by written notice to the Company as provided herein. Notices or
other communications to the Company shall be deemed to have been sufficiently
given if


<PAGE>   12


                                                                  NON-NEGOTIABLE

delivered by hand or mailed postage prepaid to the Company at The Towers at
South Towne II, 10421 South 400 West, Salt Lake City, UT 84095, attn: Kenneth I.
Denos, or such other address as the Company shall have designated by written
notice to such registered owner as herein provided. Notice by mail shall be
deemed given when deposited in the United States mail, postage prepaid, as
herein provided.

        IN WITNESS WHEREOF, the Company has executed this Warrant as of the 26
day of March, 2000.

                                            SPORTSNUTS.COM INTERNATIONAL, INC.



                                            By: /s/ Kenneth Denos
                                            -------------------------
                                            Kenneth Denos
                                            Executive Vice President



<PAGE>   13


                                                                  NON-NEGOTIABLE
                                  PURCHASE FORM


                                                       Dated:__________________


        The undersigned hereby irrevocably elects to exercise the within Warrant
to the extent of purchasing _________ shares of Warrant Stock, and hereby makes
payment of $________ in payment of the actual exercise price thereof.



                                               --------------------------------
                                               Signature





_______________________________________________________________________________


                                 ASSIGNMENT FORM



                                                       Dated:_________________


        FOR VALUE RECEIVED, ________________________________________ hereby
sells, assigns and transfers unto______________________________________________
                                             (please type or print)
________________________________________________________________________________
                                    (address)
the right to purchase shares of Warrant Stock represented by this Warrant to the
extent of __________ shares as to which such right is exercisable, and does
hereby irrevocably constitute and appoint the Company and/or its transfer agent
as attorney to transfer the same on the books of the Company with full power of
substitution in the premises.



                                                     --------------------------
                                                     Signature