Non-negotiable Promissory Note

4HEALTH, INC.

NON-NEGOTIABLE PROMISSORY NOTE


$_____________ _____________, 1997


FOR VALUE RECEIVED, 4Health, Inc., a Utah corporation ("Maker"), promises to pay to [Charles Paz] [Roy Dahlen] [Ken Bodger] an individual resident at _____________ ("Payee"), in lawful money of the United States of America, the principal sum of _______________ Dollars ($_____________), together with interest in arrears on the unpaid principal balance at an annual rate equal to _____%, in the manner provided below. Interest shall be calculated on the basis of a year of 365 or 366 days, as applicable, and charged for the actual number of days elapsed.


1. PAYMENTS


1.1 PRINCIPAL AND INTEREST


The principal amount of this Note shall be due and payable in twenty-four (24) equal consecutive monthly installments of principal and interest in the amount of $___________ commencing on the first day of the calendar month immediately following the Closing (as defined in the Agreement and Plan of Merger dated the date hereof among Maker, Irwin Naturals and Klee Irwin), and on the first day of each month thereafter until paid in full. Interest on the unpaid principal balance of this Note shall be due and payable monthly, together with each payment of principal.


1.2 MANNER OF PAYMENT


All payments of principal and interest on this Note shall be made by check at Payee's address as set forth above or at such other place in the United States of America as Payee shall designate to Maker in writing. If any payment of principal or interest on this Note is due on a day which is not a Business Day, such payment shall be due on the next succeeding Business Day. "Business Day" means any day other than a Saturday, Sunday or legal holiday in the State of California.


1.3 PREPAYMENT


Maker may at any time prepay all of the outstanding balance due under this Note. Any such prepayment shall be an amount equal to the aggregate amount of the remaining unpaid monthly installments due hereunder.


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2. DEFAULTS


2.1 EVENTS OF DEFAULT


The occurrence of any one or more of the following events with respect to Maker shall constitute an event of default hereunder ("Event of Default"):


(a) If Maker shall fail to pay when due any installment payment on this Note and such failure continues for fifteen (15) days after Payee notifies Maker thereof in writing.


(b) If, pursuant to or within the meaning of the United States Bankruptcy Code or any other federal or state law relating to insolvency or relief of debtors (a "Bankruptcy Law"), Maker shall (i) commence a voluntary case or proceeding; (ii) consent to the entry of an order for relief against it in an involuntary case; (iii) consent to the appointment of a trustee, receiver, assignee, liquidator or similar official; (iv) make an assignment for the benefit of its creditors; or (v) admit in writing its inability to pay its debts as they become due.


(c) If a cou ...