Page 1 of 1
Issuance of Wasatch
Class A and Class B
Warrants
                      ISSUANCE OF WARRANT CERTIFICATES FOR
                          WASATCH PHARMACEUTICAL, INC.
                               A Utah corporation
                     Not Transferable or Exercisable Except
                        Upon Conditions Herein Specified
                              Void after 5:00 P.M.,
                   The Date Five (5) Years After the Effective Date.


THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT YET BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL
HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.

  CLASS A AND CLASS B WARRANTS TO PURCHASE SHARES WASATCH PHARMACEUTICAL, INC.
                                 OF COMMON STOCK

                                    ARTICLE I
                            DATE OF ISSUANCE AND TERM

         1.1 ISSUANCE AND TERMS. Wasatch Pharmaceutical, Inc. a Utah corporation
(the "Company") hereby issues to the shareholder named herein, a class "A"
warrant and a class "B" warrant for each share of common stock owned as of the
date set forth herein (collectively referred to as "Warrants"), under the terms
and conditions set forth below.

         The Warrants, herein described, shall be deemed issued on January __,
2001 ("Date of Issuance"). The term of the Warrants is five (5) years from the
effective date of the Registration of the Warrants and underlying Common Stock,
filed on January 8, 2001(including any amendments thereof; the "Registration"),
with the United States Securities and Exchange Commission ("Expiration Date").
The Warrants shall expire at 5:00 P.M., Pacific Coast Time on the Expiration
Date.

         The Company hereby certifies that, pursuant to the terms set forth
herein, on any date nine months from the Effective Date, __________________
____________________(the "Shareholder") with an address of ____________________,
___________________________, his/its successors and permitted assigns are
entitled to purchase from the Company,____________________________
(______________) fully paid and nonassessable shares of common stock of the
Company, par value of one-tenth cent ($.001) per share,(the "Common Stock"), at
a purchase price, per share, equal to $0.50.

         The Company further certifies that, pursuant to the terms set forth
herein, on any date nine months from the Effective Date, the Shareholder,
his/its successors and permitted assigns are entitled to purchase from the
Company, ____________________________ (______________) fully paid and
nonassessable shares of Common Stock, at a purchase price, per share, equal to
$2.00.

         Section 1.2 WARRANT CERTIFICATES. Warrant Certificates, including the
Form(s) of Exercise and Assignment shall be in substantially the form set forth
in Exhibit A, for Class "A" Warrants and Exhibit B, for Class "B" Warrants (both
Exhibit A and B are attached hereto; hereinafter "Warrant Certificates"), and
may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon as may be required to comply with any law or with
any rule or regulation made pursuant thereto or with any rule or regulation of
any securities exchange on which the Warrant Certificates may be listed or as
may, consistently herewith, be determined by the officers executing such Warrant
Certificates, with the execution thereof by such officers conclusively
evidencing such determination.

         Section 1.3 EXECUTION OF WARRANT CERTIFICATES. The Warrant Certificates
shall be executed on behalf of the Company by the Chief Executive Officer and
the Secretary of the Corporation. The signature of any of these officers on the
Warrant Certificates may be manual or facsimile.

         Warrant Certificates bearing the manual or facsimile signatures of
individuals who were at the time the proper officers of the Company shall bind
the Company, notwithstanding that such individuals or any of them have ceased to
hold such offices.

         Section 1.4 PAYMENT OF TAXES. The Company will pay all stamp taxes and
other duties, if any, to which, under the laws of the United States of America
or any State or political subdivision thereof, this Agreement or the original
issuance of the Warrant Certificates may be subject.

         Section 1.6 DEFINITION OF HOLDER. The term "Holder" as used herein
shall mean the person in whose name shall be entered into the corporate books
and records maintained by the Company's transfer agent.

                                   ARTICLE II
                   EXERCISE PRICE, DURATION AND EXERCISE OF WARRANTS

         Section 2.1 EXCERISE PRICE.

         (a) CLASS "A" WARRANT. During the period set forth in Section 2.2, each
Class "A" Warrant shall entitle the Holder thereof, subject to the provisions of
this Agreement, to purchase from the Company one share of Common Stock at the
exercise price of $0.50. Such exercise price of each Warrant is referred to in
this Agreement as the "Exercise Price."

         (b) CLASS "B" WARRANT. During the period set forth in Section 2.2, each
Class "B" Warrant shall entitle the Holder thereof, subject to the provisions of
this Agreement, to purchase from the Company one share of Common Stock at the
exercise price of $2.00. Such exercise price of each Warrant is referred to in
this Agreement as the "Exercise Price."

         Section 2.2 DURATION AND EXPIRATION OF WARRANTS. The Warrants evidenced
by the Warrant Certificates, described herein, may be exercised at any time, as
specified herein, during the period five (5) years from the effective date of
the registration of the Warrants and underlying Common Stock, filed on January
8, 2001(including any amendments thereof), with the United States Securities and
Exchange Commission (the "Expiration Date"). The Warrants shall expire at 5:00
P.M., Pacific Coast Time on the Expiration Date. Each Warrant not exercised at
or before 5:00 P.M. on the Expiration Date shall become void, and all rights of
the Holder of the Warrant Certificate evidencing such Warrant under this
Agreement or otherwise shall cease.

         Section 2.3 EXERCISE OF WARRANTS.

         (a) Exercise. Subject to the terms of Section 2.2, the Holder, at its
election, may exercise all or part of its Warrants, any time after the effective
date of the Registration and prospectus filed with the Securities and Exchange
Commission ("Effective Date"), up to and until the Expiration Date, provided
that the Warrants have not been previously redeemed by the Company pursuant to
Section 10, herein. The Company will notify the Holder, in writing, of the
Effective Date and will provide the Holder with a copy of the post-effective
prospectus, or amendment thereof.

         The Holder may exercise, all or part of its Warrants, by sending, via
United States Postal Service, overnight delivery or facsimile to the Company, at
its offices; Attention: David Giles, Chief Financial Officer, 310 East 4500
South Murray, Utah 84107, facsimile: (801) 288- 1015, or at such other office or
agency as the Company may designate in writing, the Exercise Form attached
hereto as Exhibit C (the "Exercise Form") duly completed and executed; together
with the payment in full of the Exercise Price (as defined below) for each
Warrant exercised, in lawful money of the United States of America, in the form
of a bank wire transfer, or certified or bank cashier's check payable to the
order of the Company, in the amount of the Exercise Price, for each share of
Common Stock, times the number of shares of Common Stock being purchased; and
the Holder's original Warrant Certificate.

         (b) Date of Exercise. The "Date of Exercise" of the Warrants shall be
defined as the date that the Company receives your properly executed Exercise
Form (Exhibit C); the original Warrant Certificate(s); and payment of the
Exercise Price.

         (c) Delivery of Shares of Common Stock Upon Exercise. Upon the Holder's
exercise of this Warrant, the Company shall deliver, or shall cause its transfer
agent to deliver, a stock certificate or certificates representing the number of
shares of Common Stock to which such Holder is entitled, in such name or names
as may be directed by such Holder, within five (5) trading days of the Date of
Exercise. If fewer than all of the Warrants evidenced by the Holder's Warrant
Certificate were exercised, the Company shall execute and deliver a new Warrant
Certificate evidencing the number of Warrants remaining unexercised. The Common
Stock certificates shall not contain a legend restricting transfer, if a
registration statement covering the resale of such shares of Common Stock is in
effect on the Date of Exercise or if the shares of Common Stock may be resold
pursuant to an exemption from registration, including but not limited to Rule
144 under the Securities Act of 1933. If the Company has not delivered stock
certificates representing the requisite number of shares of Common Stock within
five (5) trading days of the Date of Exercise, the Company shall pay the Holder
liquidated damages equal to $0.05 per day, per share of Common Stock, until such
share certificates are received by the Holder.

         (d) Cancellation of Warrant. The Holder's Warrants shall be canceled
upon the Holder's exercise, its expiration, or redemption. If the Warrants are
not exercised in full, Holder shall be entitled to receive a new Warrant
(containing terms identical to its previously exercised Warrants) representing
any unexercised portion of the Holder's Warrants, in addition to the Common
Stock Certificates issued pursuant to subsection 2(d).

         (e) Holder of Record. Each person, in whose name any Warrants for
shares of Common Stock are issued, shall, for all purposes, be deemed to be the
Holder of record of such shares on the Date of Exercise of the Holder's
Warrants, irrespective of the date of delivery of the Common Stock purchased
upon the Exercise of their Warrants. Nothing in this Warrant shall be construed
as conferring upon the Holder any rights as a stockholder of the Company.

                                   ARTICLE III
                        PAYMENT OF WARRANT EXERCISE PRICE

         Section 3.1 PAYMENT OF WARRANT EXCERISE PRICE. The Exercise Price per
share for each Class "A" Warrant shall be $0.50. The Exercise Price per share
for each Class "B" Warrant shall be $2.00.

         Payment of the Exercise Price may be made in lawful money of the United
States of America, in the form of a bank wire transfer, or certified or bank
cashier's check payable to the order of the Company.

                                   ARTICLE IV
                        EXCHANGE AND TRANSFER OF WARRANTS

         Section 4.1 Exchange and Transfer of Warrant. Warrants, at any time
prior to the exercise thereof, upon presentation and surrender to the Company,
may be exchanged, alone or with other Warrants of the like tenor registered in
the name of the Holder, for another Warrant in the name of a transferee Holder,
exercisable for the same aggregate number of Shares as the Warrant or Warrants
surrendered, and may be sold, transferred, hypothecated, or assigned, in whole
or in part, but only upon compliance with applicable federal and state
securities laws by the transferor and the transferee (including the delivery of
investment representation letters and legal opinions satisfactory to the
Company, if requested by the Company). The Holder's Warrants shall be canceled
upon such surrender and, as soon as practicable thereafter, the person to whom
such transfer is made shall be entitled to receive a new Warrant or Warrants as
to the portion of the Warrant transferred, and the Holder shall be entitled to
receive a new Warrant as to the portion hereof retained.

                                    ARTICLE V
                        EXCHANGE AND TRANSFER OF WARRANTS

         Section 5.1 RIGHTS AND OBLIGATIONS of Warrant HOLDER.

         (a) The Holder shall not, by virtue hereof, be entitled to any rights
of a stockholder of the Company, either by law or in equity. In the event,
however, that any certificate representing shares of Common Stock are issued to
the Holder hereof upon exercise of the Warrants, such Holder shall, for all
purposes, be deemed to have become the holder of record of such shares of Common
Stock on the Date of Exercise, irrespective of the date of delivery of such
Common Stock share certificate. The rights of the Holder are limited to those
expressed herein, and the Holder, by its acceptance of the Warrant Certificate,
consents to and agrees to be bound by and to comply with all provisions of this
Warrant Agreement, including, without limitation, all the obligations imposed
upon the Holder hereof by Section 7 and 8 hereof. In addition, the Holder, by
accepting the same, agrees that the Company may deem and treat the person in
whose name this Warrant is registered on the books of the Company maintained for
such purpose as the absolute, true and lawful owner for all purposes whatsoever,
notwithstanding any notation of ownership or other writing thereon, and the
Company shall not be affected by any notice to the contrary.

         (b) No Holder, as such, shall be entitled to vote or receive dividends
or to be deemed to the holder of shares of Common Stock for any purpose, nor
shall anything contained in this Warrant Agreement be construed to confer upon
any Holder of a Warrant, as such, any of the rights of a stockholder of the
Company or any right to vote, give or withhold consent to any action by the
Company, whether upon any recapitalization, issuance of stock, reclassification
of stock, consolidation, merger, conveyance or otherwise, receive notice of
meetings or other action affecting stockholders (except for notices provided
herein), receive dividends, subscription rights, or otherwise, until the
Holder's Warrant has been exercised and the shares of Common Stock purchasable
upon the exercise thereof shall have become deliverable as provided herein;
provided, however, that any such exercise on any date when the stock transfer
books of the Company shall be closed shall constitute the person or persons in
whose name or names the certificate or certificates for those Shares are to be
issued as the record holder or holder(s) thereof for all purposes at the opening
of business on the next succeeding day on which such stock transfer books are
open, and the Warrant surrendered shall not be deemed to have been exercised, in
whole or in part as the case may be, until the next succeeding day on which
stock transfer books are open for the purpose of determining entitlement to
dividends on the Company's common stock.


                                   ARTICLE VI
                      COMMON SHARES UNDERLYING THE WARRANTS

         Section 6.1 SHARES UNDERLYING THE WarrantS. The Company covenants and
agrees that all shares delivered upon exercise of any and all of the Warrants
shall, upon delivery and payment, be duly and validly authorized and issued,
fully paid and non-assessable, and free from all liens and charges with respect
to the purchase. The Company further covenants and agrees that, at all times
prior to the Expiration Date, the Company will reserve from its authorized and
unissued Common Stock a sufficient number of shares of Common Stock to provide
for and permit the exercise in full of this Warrant and, should the need in the
future arise, the Company shall take any such actions as are necessary to
authorize the requisite number of Shares thereof.

                                   ARTICLE VII
                        DISPOSITION OF WARRANTS OR SHARES

         Section 7.1 DIsposition of Warrants or Shares. On January 8, 2001, the
Company filed, with the Securities and Exchange Commission, a registration
statement, pursuant form SB-2, with the intent to register the Warrants and the
Common Stock issuable upon exercise of the Warrants. Until the effectiveness of
the registration statement, any stock certificate of the Company that will
evidence the share of Common Stock with respect to which the Warrant may be
exercisable will be imprinted with a conspicuous legend in substantially the
following form:

                  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE
                  STATE SECURITES LAWS, AS AMENDED, AND MAY BE OFFERED AND SOLD
                  ONLY IF REGISTERED, PURSUANT TO THE PROVISION OF THAT ACT OR
                  APPLICABLE STATE SECURITIES LAWS OR IF ANY EXEMPTION FROM
                  REGISTRATION IS AVAILABLE. THE SHARES REPRESENTED BYS THIS
                  CERTIFICATE MAY NOT BE TRANSFERRED UNLESS THE HOLDER HEREOF
                  SHALL HAVE OCMPLIED WITH ALL PROVISIONS OF THE ARTICLES OF
                  INCORPORATION AND ANY APPLICABLE AGREEMENT WITH THE
                  CORPORATION AND/OR SHAREHOLDERS OF THE CORPORATION AFFECTING
                  THE SALE THEREOF."

         Except as provided in Section 11 of this Warrant Agreement, the Company
has not agreed to register the Warrants or any of the shares of Common Stock of
the Company, into which the Holder's Warrants may be exercised, for distribution
in accordance with the provisions of the Act or the State Acts, and the Company
has not agreed to comply with any exemption from registration under the Act or
the State Acts for the resale of the Warrants and the shares of Common Stock of
the Company into which the Holder's Warrants may be exercised. Hence, it is the
understanding of the Holder that, by virtue of the provisions of certain rules
respecting "restricted securities" promulgated by the Securities and Exchange
Commission (the "SEC"), the Warrants and the shares of Common Stock of the
Company with respect to which the Holder's Warrants may be exercisable, may be
required to be held indefinitely, unless and until registered under the Act and
the State Acts, or unless an exemption from such registration is available, in
which case the Holder may still be limited as to the number of Warrants and
shares of Common Stock of the Company, with respect to which the Holder's
Warrant may be exercised, that Holder may sell.


                                  ARTICLE VIII
                            ANTI-DILUTION ADJUSTMENTS

         Section 8.1 Anti-Dilution Adjustments. The number of Shares purchasable
upon the exercise of each Warrant is subject to adjustment from time to time
upon the occurrence of any of the events set forth below:

         (a) Stock Dividend. If the Company shall at any time declare a dividend
payable in shares of Common Stock, then Holder, upon Exercise of this Warrant
after the record date for the determination of holders of Common Stock entitled
to receive such dividends, shall be entitled to receive upon Exercise of this
Warrant, in addition to the number of shares of Common Stock as to which this
Warrant is exercised, such additional shares of Common Stock as such Holder
would have received had the Holder's Warrant been exercised immediately prior to
such record date and the Exercise Price will be proportionately adjusted.

         (b) Recapitalization or Reclassification.

         (i) Stock Split. If the Company shall at any time effect a
recapitalization, reclassification or other similar transaction of such
character that the shares of Common Stock shall be changed into or become
exchangeable for a larger number of shares (a "Stock Split"), then upon the
effective date thereof, the number of shares of Common Stock which Holder shall
be entitled to purchase upon Exercise of this Warrant shall be increased in
direct proportion to the increase in the number of shares of Common Stock by
reason of such recapitalization, reclassification or similar transaction, and
the Exercise Price shall be proportionally decreased.

         (ii) Reverse Stock Split. If the Company shall at any time effect
a recapitalization, reclassification or other similar transaction of such
character that the shares of Common Stock shall be changed into or become
exchangeable for a smaller number of shares (a "Reverse Stock Split"), then upon
the effective date thereof, the number of shares of Common Stock which Holder
shall be entitled to purchase upon Exercise of this Warrant shall be
proportionately decreased and the Exercise Price shall be proportionally
increased. The Company shall give Holder the same notice it provides to holders
of Common Stock of any transaction described in this Section 8(b).

         (c) Distributions. If the Company shall at any time distribute,
for no consideration, to holders of Common Stock, cash, evidences of
indebtedness, or other securities or assets (other than cash dividends or
distributions payable out of earned surplus or net profits for the current or
preceding years) then, in any such case, Holder shall be entitled to receive,
upon Exercise of their Warrants, with respect to each share of Common Stock
issuable upon such exercise, the amount of cash or evidences of indebtedness or
other securities or assets which the Holder would have been entitled to receive
with respect to each such share of Common Stock as a result of the happening of
such event had the Holder's Warrant been exercised immediately prior to the
record date or other date fixing shareholders to be affected by such event (the
"Determination Date") or, in lieu thereof, if the Board of Directors of the
Company should so determine at the time of such distribution, a reduced Exercise
Price determined by multiplying the Exercise Price on the Determination Date by
a fraction, the numerator of which is the result of such Exercise Price reduced
by the value of such distribution applicable to one share of Common Stock (such
value to be determined by the Board of Directors of the Company in its
discretion) and the denominator of which is such Exercise Price.

         (d) Notice of Consolidation or Merger. The Company shall not, at
any time after the date hereof, effect a merger, consolidation, exchange of
shares, recapitalization, reorganization, or other similar event, as a result of
which shares of Common Stock shall be changed into the same or a different
number of shares of the same or another class or classes of stock or securities
or other assets of the Company or another entity or there is a sale of all or
substantially all the Company's assets (a "Corporate Change"), unless the
resulting successor or acquiring entity (the "Resulting Entity") assumes by
written instrument the Company's obligations under this Warrant Agreement,
including but not limited to the Exercise Price reset provisions as provided
herein during the term of the resultant warrants, and agrees in such written
instrument that the Holder's Warrant shall be exercisable into such class and
type of securities or other assets of the Resulting Entity as Holder would have
received had Holder exercised their Warrant immediately prior to such Corporate
Change, and the Exercise Price of this Warrant shall be proportionately
increased (if this Warrant shall be changed into or become exchangeable for a
Warrant to purchase a smaller number of shares of Common Stock of the Resulting
Entity) or shall be proportionately decreased (if the Holder's Warrants shall be
changed or become exchangeable for a warrant to purchase a larger number of
shares of Common Stock of the Resulting Entity); provided, however, that Company
may not affect any Corporate Change unless it first shall have given thirty (30)
days notice to the Holder hereof of any Corporate Change.

         (e) Exercise Price Adjusted. As used in this Warrant, the term
"Exercise Price" shall mean the purchase price per share specified in Section 3
of this Warrant Agreement, until the occurrence of an event stated in subsection
(a), (b), (c) or (d) of this Section 8, and thereafter shall mean said price as
adjusted from time to time in accordance with the provisions of this Warrant. No
such adjustment under this Section 8 shall be made unless such adjustment would
change the Exercise Price at the time by $0.01 or more; provided, however, that
all adjustments not so made shall be deferred and made when the aggregate
thereof would change the Exercise Price at the time by $0.01 or more.

         (f) Adjustments: Additional Shares, Securities or Assets. In the
event that at any time, as a result of an adjustment made pursuant to this
Section 8, Holder shall, upon Exercise of their Warrants, become entitled to
receive shares and/or other securities or assets (other than Common Stock) then,
wherever appropriate, all references herein to shares of Common Stock shall be
deemed to refer to and include such shares and/or other securities or assets;
and thereafter the number of such shares and/or other securities or assets shall
be subject to adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this Section 8.

                                   ARTICLE IX
                              FRACTIONAL INTERESTS

         Section 9.1 Fractional Interests. No fractional shares or scrip
representing fractional shares shall be issuable upon the Exercise of the
Holder's Warrants, but on Exercise of any Warrant, Holder may purchase only a
whole number of shares of Common Stock. If, on Exercise of their Warrants,
Holder would be entitled to a fractional share of Common Stock or a right to
acquire a fractional share of Common Stock, such fractional share shall be
disregarded and the number of shares of Common Stock issuable upon exercise
shall be the next higher number of shares.

                                    ARTICLE X
                             REDEMPTION OF WARRANTS

         Section 10.1 REPURCHASE OF THE WarrantS.

         (a) The Company shall have the right, but not the obligation, by
exercise of a call upon the Holder (the "Company Call"), to purchase the
Holder's class A Warrants for $0.01 per Warrant, at any time after April 1, 2001
and upon thirty (30) day written notice, if and when the average closing price
or bid price of the Company's common stock, as reported by the principal
exchange on which the common stock is quoted, the NNOTC or whatever the case my
be, equals or exceeds $1.00 per share, for any twenty (20) consecutive trading
days within a period of thirty (30) days ending within ten (10) days of the
notice to the Holder of the Company Call.

         (b) The Company shall have the right, but not the obligation, by
exercise of a call upon the Holder (the "Company Call"), to purchase the
Holder's class B Warrants for $0.01 per Warrant, at any time after April 1, 2001
and upon thirty (30) day written notice, if and when the average closing price
or bid price of the Company's common stock, as reported by the principal
exchange on which the common stock is quoted, the NNOTC or whatever the case my
be, equals or exceeds $3.00 per share, for any twenty (20) consecutive trading
days within a period of thirty (30) days ending within ten (10) days of the
notice to the Holder of the Company Call.

         (c) For the purpose of this Section, the aggregate call price
paid by the Company to the Holder, shall be the number of Warrants which then
may be purchased at the time of the Company Call multiplied by $0.01.

         (d) The Holder may at any time, after the Effective Date, up to
and until the Expiration Date, herein exercise its rights under this Warrant,
notwithstanding the Company's rights under this section unless and until the
expiration of the 30-day redemption notice period.

                                   ARTICLE XI
                    REGISTRATION OF WARRANTS AND COMMON STOCK

Section 11.1 Registration Rights

         (a) On January 8, 2001, the Company filed a registration
statement ("Registration Statement") on form SB-2, covering, among other things,
the resale of the Warrants and the shares of Common Stock to be issued upon the
exercise of the Warrants ("Warrant Shares"). The Company shall use its best
efforts to have the Registration Statement declared effective by the SEC.

         The Registration Statement shall be prepared as a "shelf" registration
statement under Rule 415, and shall be maintained effective until all
Registrable Securities are resold pursuant to the Registration Statement.
Anytime the Registration Statement does not cover a sufficient number of shares
of Common Stock to cover all outstanding Warrant Shares, the Company shall
promptly prepare and file with the SEC such Supplemental Registration Statement
and the prospectus used in connection with such registration statement as may be
necessary to comply with the provisions of the Securities Act with respect to
the disposition of all such Registrable Securities and shall use its best
efforts to cause such Supplemental Registration Statement to be declared
effective as soon as possible.

         (b) Piggyback Registrable Securities. In addition to any other
registration rights of the Holder, if the Warrants and the Common Stock issuable
upon exercise of this Warrant are not registered for resale pursuant to the
Registration Statement, then if the Company files for registration of (including
for this purpose a registration effected by the Company for stockholders other
than the Holders) any of its Common Stock under the Act (other than a
registration relating solely for the sale of securities to participants in a
Company stock plan on Form S-8, or a registration on Form S-4 promulgated under
the Act or any successor or similar form registering stock issuable upon a
reclassification, upon a business combination involving an exchange of
securities or upon an exchange offer for securities of the issuer or another
entity), the Company shall cause to be included in such Registration Statement
("Piggyback Registration") all of the Warrants and the Common Stock issuable
upon the exercise of the Warrants described herein ("Registrable Securities") to
the extent such inclusion does not violate the registration rights of any other
security holder of the Company granted prior to the date hereof. Nothing herein
shall prevent the Company from withdrawing or abandoning the Piggyback
Registration Statement prior to its effectiveness.

         (c) Limitation on Obligations to Register under a Piggyback
Registration. In the case of a Piggyback Registration pursuant to an
underwritten public offering by the Company, if the managing underwriter
determines and advises in writing that the inclusion in the registration
statement of all Registrable Securities proposed to be included would interfere
with the successful marketing of the securities proposed to be registered by the
Company, then the number of such Registrable Securities to be included in the
Piggyback Registration Statement, to the extent such Registrable Securities may
be included in such Piggyback Registration Statement, shall be allocated among
all Holders who had requested Piggyback Registration pursuant to the terms
hereof, in the proportion that the number of Registrable Securities which each
such Holder seeks to register bears to the total number of Registrable
Securities sought to be included by all Holders. If required by the managing
underwriter of such an underwritten public offering, the Holders shall enter
into a reasonable agreement limiting the number of Registrable Securities to be
included in such Piggyback Registration Statement and the terms, if any,
regarding the future sale of such Registrable Securities.

                                   ARTICLE XII
                             MISCELLENOUS PROVISIONS

         Section 12.1 Applicable Law. This Warrant is issued under and shall for
all purposes be governed by and construed in accordance with the laws of the
state of Utah, without giving effect to conflict of law provisions thereof.

         Section 12.2 Loss of Warrant. Upon receipt by the Company of evidence
of the loss, theft, destruction or mutilation of this Warrant, and (in the case
of loss, theft or destruction) of indemnity or security reasonably satisfactory
to the Company, and upon surrender and cancellation of this Warrant, if
mutilated, the Company shall execute and deliver a new Warrant of like tenor and
date.

         Section 12.3 Notice or Demands. Notices or demands pursuant to the
Holder's Warrants to be given or made by Holder to or on the Company shall be
sufficiently given or made if sent by certified or registered mail, return
receipt requested, postage prepaid, and addressed, until another address is
designated in writing by the Company, to the address set forth in Section 2.3(a)
above. Notices or demands pursuant to this Warrant to be given or made by the
Company to or on Holder shall be sufficiently given or made if sent by certified
or registered mail, return receipt requested, postage prepaid, and addressed, to
the address of Holder set forth in the Company's records, until another address
is designated in writing by Holder.

         Section 12.4 Successors. This Warrant shall be binding upon any
successors or assigns of the Company and upon any heirs, successors or assigns
of the Holder.

         Section 12.5 Headings. The headings used in this Warrant Agreement
are used for convenience only and are not to be considered in construing or
interpreting this Warrant Agreement.

         Section 12.6 Saturdays, Sundays, Holidays. If the last or appointed day
for the taking of any action or the expiration of any right required or granted
herein shall be a Saturday or a Sunday or shall be a legal holiday in the State
of Utah, then such action may be taken or such right may be exercised on the
next succeeding day not a legal holiday.

         Section 12.7 Attorney's Fees. In the event that any dispute among the
parties to this Warrant should result in litigation, the prevailing party in
such dispute shall be entitled to recover from the losing party all fees, costs
and expenses of enforcing any right of such prevailing party under or with
respect to this Warrant, including without limitation, such reasonable fees and
expenses of attorneys and accountants, which shall include, without limitation,
all fees, costs and expenses of appeals.

IN WITNESS WHEREOF, WASATCH PHARMACEUTICAL, INC. has caused this Warrant
Agreement to be executed by its duly authorized officer on the ____ day of
____________, 2001.


COMPANY:

         WASATCH PHARMACEUTICAL, INC


         By:
             -----------------------------------------------
             Gary Heesch, President, Chief Executive Officer



<PAGE>

                                    EXHIBIT A

                    Class A Warrant Certificate representing
                              Warrants to purchase
                                  Common Stock

Warrant Certificate No. ___________________________

         This certifies that____________________________________________
("Holder") or registered assigns is the registered owner of
__________________________ (_____________) Class A Warrants, each Warrant
entitling such registered owner to purchase, at any time after the effective
date of the registration statement filed with the Securities and Exchange
Commission on January 8, 2001, up to and until the Expiration Date, set forth in
the Warrant Agreement, provided that the Warrants have not been previously
repurchased by the Company, one share of Wasatch Pharmaceutical's (the
"Company") Common Stock, on the following basis.

         During such period, each Warrant shall entitle the Holder thereof,
subject to the provisions of the Warrant Agreement, to purchase from the Company
one share of Common Stock at an exercise price equal to $0.50 per share (the
"Exercise Price").

         The Holder of this Warrant Certificate may exercise the Warrants
evidenced hereby, in whole or in part, by surrendering this Warrant Certificate,
with the Warrant Exercise Form, duly completed, accompanied by payment in full,
in lawful money of the United States of America, in cash, by certified check, or
by bank wire transfer in immediately available funds, the Exercise Price for
each Warrant exercised, to the address specified in the Warrant Agreement and
upon compliance with and subject to the conditions set forth herein and in the
Warrant Agreement.

         Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase shares of Common Stock. Upon any exercise of fewer than
all of the Warrants evidenced by this Warrant Certificate, there shall be issued
to the Holder hereof a new Warrant Certificate evidencing the number of Warrants
remaining unexercised.

            This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated January ___, 2001 (the "Warrant Agreement"), and is
subject to the terms and provisions contained in the Warrant Agreement. The
Holder of this Warrant Certificate consents the terms of the Warrant Agreement,
by acceptance hereof.

         Prior to the expiration of this Warrant Certificate, this Warrant
Certificate may be exchanged for Warrant Certificates representing the same
aggregate number of Warrants.

         This Warrant Certificate shall not entitle the registered owner hereof
to any of the rights of a stockholder, including, without limitation, the right
to receive dividends.

          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.

COMPANY:

         WASATCH PHARMACEUTICAL, INC


         By:
               --------------------------------------------
                  Gary Heesch, President, Chief Executive Officer



         By:
               --------------------------------------------
                  David Giles, Corporate Secretary
                  and Chief Financial Officer


<PAGE>

                                    EXHIBIT B

                    Class B Warrant Certificate representing
                              Warrants to purchase
                                  Common Stock

Warrant Certificate No. ___________________________

         This certifies that____________________________________________
("Holder") or registered assigns is the registered owner of
__________________________ (_____________) Class B Warrants, each Warrant
entitling such registered owner to purchase, at any time after the effective
date of the registration statement filed with the Securities and Exchange
Commission on January 8, 2001, up to and until the Expiration Date, set forth in
the Warrant Agreement, provided that the Warrants have not been previously
repurchased by the Company, one share of Wasatch Pharmaceutical's (the
"Company") Common Stock, on the following basis.

         During such period, each Warrant shall entitle the Holder thereof,
subject to the provisions of the Warrant Agreement, to purchase from the Company
one share of Common Stock at an exercise price equal to $2.00 per share (the
"Exercise Price").

         The Holder of this Warrant Certificate may exercise the Warrants
evidenced hereby, in whole or in part, by surrendering this Warrant Certificate,
with the Warrant Exercise Form, duly completed, accompanied by payment in full,
in lawful money of the United States of America, in cash, by certified check, or
by bank wire transfer in immediately available funds, the Exercise Price for
each Warrant exercised, to the address specified in the Warrant Agreement and
upon compliance with and subject to the conditions set forth herein and in the
Warrant Agreement.

         Any whole number of Warrants evidenced by this Warrant Certificate may
be exercised to purchase shares of Common Stock. Upon any exercise of fewer than
all of the Warrants evidenced by this Warrant Certificate, there shall be issued
to the Holder hereof a new Warrant Certificate evidencing the number of Warrants
remaining unexercised.

            This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated January ___, 2001 (the "Warrant Agreement"), and is
subject to the terms and provisions contained in the Warrant Agreement. The
Holder of this Warrant Certificate consents the terms of the Warrant Agreement,
by acceptance hereof.

         Prior to the expiration of this Warrant Certificate, this Warrant
Certificate may be exchanged for Warrant Certificates representing the same
aggregate number of Warrants.

         This Warrant Certificate shall not entitle the registered owner hereof
to any of the rights of a stockholder, including, without limitation, the right
to receive dividends.

          IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.

COMPANY:

         WASATCH PHARMACEUTICAL, INC


         By:
               --------------------------------------------
                  Gary Heesch, President, Chief Executive Officer



         By:
               --------------------------------------------
                  David Giles, Corporate Secretary
                  and Chief Financial Officer


<PAGE>

                                    Exhibit C
                              WARRANT EXERCISE FORM

                         TO: WASATCH PHARMACEUTICAL, INC

         The undersigned hereby irrevocably exercises the right to purchase
___________________ of the shares of Common Stock (the "Common Stock") of
Wasatch Pharmaceutical, Inc. a Utah corporation (the "Company"), evidenced by
the attached warrant (the "Warrant"), and herewith makes payment of the exercise
price with respect to such shares in full, all in accordance with the conditions
and provisions of the Warrant Agreement.

         1. The undersigned agrees not to offer, sell, transfer or otherwise
dispose of any of the Common Stock obtained on exercise of the Warrant, except
in accordance with the provisions of Section 7 of the Warrant Agreement.

         2. The undersigned requests that stock certificates for such shares be
issued free of any restrictive legend, if appropriate, and a warrant
representing any unexercised portion hereof be issued, pursuant to the Warrant
in the name of the undersigned and delivered to the undersigned at the address
set forth below:

Dated: _________


------------------------------------
Signature Of Holder


------------------------------------
Print Name


------------------------------------
Address

------------------------------------

NOTICE

The signature to the foregoing Exercise Form must correspond to the name as
written upon the face of the attached Warrant in every particular, without
alteration or enlargement or any change whatsoever.

<PAGE>
                              [FORM OF ASSIGNMENT]

                           (TO BE EXECUTED TO TRANSFER
                            THE WARRANT CERTIFICATE)


FOR VALUE RECEIVED ____________________________ hereby sells, assigns and
transfers to ______________________________________________________________
________________________________________________________________________[Please
print name and address: including zip code]


Please insert social security or other identifying number (BELOW)

----------------------


Dated:


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

The signature must conform in all respects to name of the Holder as specified on
the face of the Warrant Certificate.