SETTLEMENT AGREEMENT AND RELEASE

         This  Settlement  Agreement  and Release  ("Agreement")  is made by and
between  Crestport  Insurance  Company Limited  ("Crestport"),  a British Virgin
Islands corporation,  and Wasatch  Pharmaceutical,  Inc.  ("Wasatch"),  a public
corporation, and is effective December 1, 2000.

                                    RECITALS

         WHEREAS,  in 1996 Wasatch sold  12,000,000  shares of privately  issued
stock to Lindbergh-Hammar  Associates, Inc. ("LHA"), in exchange for $60,000,000
in promissory notes; and

         WHEREAS,  LHA caused  Crestport to be created on January 3, 1997 as its
wholly-owned  subsidiary  and on January 10, 1997,  transferred  the  12,000,000
shares of Wasatch stock to Crestport; and

         WHEREAS,  a dispute arose between Wasatch and LHA regarding  payment of
the  $60,000,000  in promissory  notes and in May 1997,  Wasatch  instructed its
transfer agent, Standard Registrar and Transfer Company ("Standard"),  to cancel
the 12,000,000 shares of stock, which Standard did; and

         WHEREAS, thereafter, Crestport filed suit against Wasatch, Standard and
others in the 342nd Judicial  District Court of Tarrant County,  Texas, in Cause
No.  342-171171-97  (the "Lawsuit") (the pleadings of the parties in the Lawsuit
are  incorporated  herein by  reference  solely for the  purpose of  identifying
claims made in the Lawsuit); and

         WHEREAS,  Crestport and Wasatch, without the admission of liability and
to avoid the expense and inconvenience of further litigation, wish to settle and
compromise the claims and  controversies  between them and terminate the Lawsuit
as between themselves, and to buy peace.

         NOW,  THEREFORE,  in consideration of the mutual agreements,  covenants
and  promises  set  forth in this  Agreement,  and for other  good and  valuable
consideration,  the

<PAGE>

receipt and  sufficiency of which are hereby  acknowledged  and  confessed,  the
parties agree as follows:

         1.  Wasatch  will,  within  15  days  of the  effective  date  of  this
Agreement,  transfer,  assign and convey to Crestport  100,000 shares of Wasatch
common  stock  that are freely  tradable  in the public  securities  market.  In
addition, Wasatch will transfer, assign and convey to Crestport,  within 20 days
of the effective date of this  agreement,  50,000 warrants (at $0.50) and 50,000
warrants (at $2.00); these warrants will become freely tradable upon approval by
the United States  Securities  and Exchange  Commission of the  registration  of
these warrants being filed by Wasatch with the SEC.

         2. Upon  receipt of the stock and  warrants  described  in paragraph 1,
above,  Crestport  shall dismiss its claims against  Wasatch and Standard in the
Lawsuit,  with  prejudice to the  refiling of same,  in the form of a motion and
order, copies of which are attached hereto and incorporated herein by reference.
Each party shall be responsible for paying its own attorney's  fees, court costs
and other expenses related to the Lawsuit. In addition,  Crestport hereby waives
and releases any claim it may have to ownership of, or any claimed  interest in,
the 12,000,000 shares of stock transferred by Wasatch to LHA in 1996.

         3. Crestport,  for itself, its predecessors,  successors,  assigns, and
all those  claiming  by,  through or under it, does  hereby  release and forever
discharge  Wasatch,  its  predecessors,   successors,   assigns,   shareholders,
directors,  officers,  employees  and agents,  and Standard,  its  predecessors,
successors,  assigns,  shareholders,  directors,  officers, employees and agents
from any and all  claims,  demands,  debts or  causes  of  action of any kind or
character,  whether  arising  at law or in  equity,  by common  law or  statute,
whether  known or unknown,  whether now existing or which may  hereafter  arise,
which are based  upon or in any way  related to the  Lawsuit  or the  12,000,000
shares of stock  issued by  Crestport  to LHA in 1996,  save and  except for the
obligations created by this Settlement Agreement.

<PAGE>

         4.  Crestport  represents  and warrants to Wasatch and Standard that it
owns the claims being  released in paragraph 3 of this  Agreement and all claims
that were or could have been asserted in the Lawsuit.  Crestport  represents and
warrants that it has not sold, assigned,  conveyed or otherwise  transferred the
claims released in paragraph 3 of this Agreement or that have been or could have
been  made in the  Lawsuit.  Crestport  agrees  to  defend,  indemnify  and hold
harmless  Wasatch and Standard  from any claim  arising out of or related to the
claims  released by Crestport in paragraph 3, above,  or which have been made or
could have been made by Crestport in the Lawsuit.

         5. The parties to this  Agreement  represent  to one another  that they
have carefully read the Agreement, understand its terms and conditions, and have
been  given  the  opportunity  to  consult  with  legal  counsel  regarding  the
Agreement.  The parties represent and warrant that they have not relied upon any
representation  or  statement  of any other party or party  representative  with
respect  to the  subject  of  this  Agreement  that  is not  contained  in  this
Agreement.

         6. The parties understand and agree that the Agreement shall be binding
and  inure  to  the  benefit  of  all  parties  to the  Agreement,  their  legal
representatives,   attorneys,  shareholders,   officers,  directors,  employees,
agents, successors and assigns.

         7. The parties  understand  and agree that the Agreement  constitutes a
settlement  of highly  disputed  claims  for the  purpose  of  avoiding  further
litigation,  trouble and expense and that  nothing  within the  Agreement  shall
constitute  or imply an admission of  liability  of any kind or  character,  all
liability being expressly denied.

         8. The parties agree and  understand  that the  Agreement  contains the
entire  agreement  between  them  regarding  its  subject  matter  and  that  it
supersedes any and all prior agreements,  arrangements or understandings between
or among them. 9. This Agreement  shall be construed and enforced under the laws
of the State of Texas.

<PAGE>

         IN WITNESS  WHEREOF,  the parties  hereby execute this Agreement on the
dates acknowledged below.

                                       CRESTPORT INSURANCE COMPANY LIMITED

                                       By: ________________________________
                                            MARVIN ANDREW GIBBS
                                            PRESIDENT

STATE OF  _____________________   ss.
                                  ss.
COUNTY OF _____________________   ss.


         The foregoing  Settlement Agreement and Release was acknowledged before
me on the ______ day of  _______________,  2000,  by MARVIN  ANDREW  GIBBS,  the
President of CRESTPORT  INSURANCE  COMPANY  LIMITED,  a British  Virgin  Islands
corporation, on behalf of said corporation.

                                                          NOTARY PUBLIC STATE OF
                                                            __________________
                                                                (Print Name)

My Commission Expires:
_________________________.


<PAGE>

                                                    WASATCH PHARMACEUTICAL, INC.



                                                     By:________________________
                                                          GARY HEESCH
                                                          PRESIDENT

STATE OF UTAH                     ss.
                                  ss.
COUNTY OF _____________________   ss.


         The foregoing  Settlement Agreement and Release was acknowledged before
me on the ______ day of _______________,  2000, by GARY HEESCH, the President of
WASATCH PHARMACEUTICAL,  INC., a ______________  corporation,  on behalf of said
corporation.

                                                    NOTARY PUBLIC STATE OF UTAH

                                                    ____________________________
                                                             (Print Name)

My Commission Expires:

____________________________.


<PAGE>

APPROVED AS TO FORM:



----------------------------------------
ROBERT HASLAM            (# 09201900)
THE HASLAM FIRM
555 South Summit Avenue
Fort Worth, Texas  76104
817-332-3115
Telecopy No. 817-332-3148

ATTORNEY FOR CRESTPORT
INSURANCE COMPANY LIMITED



----------------------------------------
BEN L. KRAGE              (# 11700000)
KRAGE & JANVEY, L.L.P.
2600 San Jacinto Tower
2121 San Jacinto Street
Dallas, Texas  75201
214-969-7500
Telecopy No. 214-220-0230

ATTORNEY FOR WASATCH
PHARMACEUTICAL, INC. AND
STANDARD REGISTRAR AND
TRANSFER COMPANY