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                                                                  Exhibit 10.07

                             NON-RECOURSE PROMISSORY NOTE


$10,000,000.00                                                    March 10, 1999

          FOR VALUE RECEIVED, the undersigned Irwin Naturals/4Health, Inc., a
Utah corporation (the "Debtor"), with its principal place of business located at
10549 W. Jefferson Boulevard, Culver City, CA 90232, hereby promises to pay to
Inholtra Natural, Ltd., a Maine corporation (the "Creditor"), at 21 Oceanview
Road, Kennebunk, ME 04043, or at such other place as the Creditor shall
designate to the Debtor in writing, the principal amount of Ten Million Dollars
($10,000,000.00) lawful money of the United States of America, with interest
thereon at the rate of eight percent (8%) per annum calculated on the basis of
365-day year and the number of days elapsed.

          This Promissory Note evidences the obligation of the Debtor, subject
to the terms and conditions set forth below, to pay a portion of the balance of
the purchase price (the "Purchase Price") for certain assets purchased by it
from the Creditor pursuant to that certain Asset Purchase Agreement between the
Debtor, the Creditor and certain other parties dated as of March 10, 1999 (the
"Agreement").

          1.   The principal amount hereof shall be payable on or before the
close of business on June 10, 1999 (the "Maturity Date") and shall be repaid by
Debtor as follows:

               (i)  the principal amount of One Million Dollars ($1,000,000.00)
          shall be paid to the Indemnity Escrow Agent (as defined in Section 1.5
          of the Agreement) to be held by it pursuant to the terms of the
          Indemnity Escrow Agreement (as also defined in Section 1.5 of the
          Agreement); and

               (ii) the remaining principal balance hereof, together with
          all accrued interest as herein provided, shall be paid to
          Creditor.

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          2.   In addition to its other rights hereunder and under the
Agreement, Debtor shall have the right upon notice to Creditor specifying in
reasonable detail the basis for a set-off hereunder, to set-off and apply
against its obligations to Creditor hereunder any and all amounts to which it
may be entitled from Creditor under the Agreement and the other documents
executed in connection with the transactions contemplated thereby.  The exercise
of such right of set-off by Debtor in good faith shall not constitute default
hereunder.

          3.   The principal amount of this Note may be prepaid, in whole or in
part, along with accrued interest without premium or penalty.

          4.   Upon notice to the Debtor of the loss, theft, destruction or
mutilation of this Note, and in the case of any such mutilation upon surrender
and cancellation of the mutilated document, and in the case of such loss, theft
or destruction, upon delivery by the Creditor of an indemnity agreement
satisfactory to the Debtor, the Debtor will execute and deliver to the Creditor
a new Note of like tenor in lieu of such lost, stolen, destroyed or mutilated
Note.

          5.   Except as otherwise expressly provided herein, the terms of this
Note may be amended only by a written instrument executed by the Debtor and the
Creditor.  No course of dealing with the Debtor and the Creditor nor any delay
in executing any rights hereof shall operate as a waiver of any rights of the
Creditor.

          6.   All notices , requests, demands and other communications which
are required to be given hereunder shall be deemed to have been duly given only
if in writing and delivered by first class mail, return receipt requested, to
the other party at its address appearing on the first page hereof or to such
other address as such party shall have specified by notice in writing to the
other party.

          7.   The rights and obligations of the parties hereunder shall be
construed and interpreted in accordance with the local laws of the State of New
York without regard to the principles of conflicts of law thereof.


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          8.   If (a) Debtor shall fail to pay any amount due under this Note
when due; or (b) Debtor shall commit any other material breach or event of
default under the Agreement which shall continue uncured for a period of ten
(10) days after notice thereof to Debtor; or (c) Debtor shall be dissolved or
become insolvent, or shall merge with or into another entity; or (d) there shall
be an assignment for the benefit of creditors of Debtor or appointment of a
receiver or similar official for Debtor or its assets, or Debtor shall apply
for, or be the subject of any voluntary or involuntary application or petition
for protection or relief under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law; or (e) Debtor shall take any action for
the purpose of effecting any of the foregoing; then and in any such event, all
amounts of unpaid principal and all other amounts due to Creditor hereunder
shall upon demand be due and payable in full.

          9.   Except as otherwise set forth herein, the Debtor hereby waives
presentment, demand for payment, notice of dishonor, notice of protest and
protest, and all other notices or demands in connection with the delivery,
acceptance, performance, default, endorsement or guarantee of this instrument.

          10.  This is a nonrecourse note and, anything herein to the contrary
notwithstanding, Creditor agrees for itself, its representatives, successor,
endorsees, and assigns that (a) neither Debtor nor its representatives,
successors or assignees shall be personally liable on this Note, it being
intended that Debtor's obligation to pay the principal of this Note with
interest thereon is included for the sole purpose of establishing the existence
of the indebtedness represented hereby and (b) in the event of default, Creditor
(and any such representative, successor, endorsee, or assign) shall look for
payment solely to the Reassignments (as defined in the Agreement) and the rights
and remedies set forth in the Security Escrow Agreement (as defined in the
Agreement) and will not make any claim or institute any action or proceeding
against Debtor (or any representative, successor or assign of Debtor) for
payment of this Note (or for any deficiency remaining after application of the
property which is the subject of the Reassignments); provided, however, that
nothing herein contained shall be construed to release or impair the
indebtedness evidence by this Note, or of the lien upon the property securing
it, or preclude the application of said property to the payment hereof in
accordance with the terms of the Security Escrow Agreement.


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          11.  All disputes arising hereunder shall be resolved by binding
arbitration in the City of New York, New York before a single arbitrator in
accordance with the rules of the American Arbitration Association.

          IN WITNESS WHEREOF, this Note has been signed by the Debtor on the
date first above written.

                                   IRWIN NATURALS/4HEALTH, INC.


                                   By: /s/ Klee Irwin
                                      ------------------------------------------
                                        Klee Irwin,
                                        Chief Executive Officer