Amended and Restated

                              Consulting Agreement

This  Amended  and  Restated  Consulting  Agreement  (the  "Agreement"),   dated
effective  as of December  29, 2000 (the  "Effective  Date"),  is by and between
FIRST SCIENTIFIC CORPORATION, a Delaware corporation with its principal place of
business at 1877 W. 2800 South,  Ogden,  Utah 84401,  and any existing or future
subsidiary  thereof (the  "Company"),  and  PHARMULATIONS,  L.C., a Utah limited
liability  company with its principal place of business at 3655 Mt. Ogden Drive,
Ogden, Utah 84403  ("Pharmulations").  This Agreement amends and supersedes that
certain  Consulting  Agreement  between the parties dated  effective  October 1,
1998.

1.   Term. The services of  Pharmulations  began  effective  October 1, 1998 and
     shall  continue  for  seventy-two  months  from such date (the  "Consulting
     Period").   This  Agreement  shall  thereafter   automatically   renew  for
     additional one-year terms, unless either party notifies the other, at least
     ninety (90) days prior to the end of a term, that it does not wish to renew
     this Agreement.

2.   Duties  and  Services.  Pharmulations  is assisting  and  shall continue to
     assist the Company in the role of chief scientific advisor and shall advise
     the Company  with  respect  to all of the  Company's  products  existing as
     of the date hereof, proposals for improving such products,  future products
     developed pursuant to the Master Development  Agreement between the Company
     and  Pharmulations  of  even  date  (the  "Development   Agreement"),   and
     regulatory   testing  and   compliance   issues  for  such   products  (the
     "Services"),  subject to the terms and  conditions of this  Agreement.  The
     parties  acknowledge  that the Services are being provided by Pharmulations
     on  a  part-time,   non-exclusive   basis.  The  Company   recognizes  that
     Pharmulations and its employees are not exclusively retained by the Company
     and  that it and they  may be  involved  in  activities  for  Pharmulations
     pursuant to the  Development  Agreement  and others during the term of this
     Agreement.  The  Company  shall not  acquire  rights  with  respect  to any
     products or technologies developed by Pharmulations for third parties. As a
     result of its activities under the Development Agreement, Pharmulations may
     from time to time in the future  develop new products,  which  products the
     Company may include in its product line.  Should the Company include in its
     product line products developed under the Development  Agreement and unless
     the parties  provide  otherwise  in the SOW (as defined in the  Development
     Agreement)  pursuant to which such new product is developed,  Pharmulations
     shall  thereafter  render  Services (as defined above) with respect to such
     new  products.  The Services  shall be performed  primarily in the state of
     Utah.  Pharmulations shall have each of its employees providing services to
     the Company  promptly  execute  the form of  Confidentiality  and  Services
     Agreement attached as Exhibit A hereto.

3.   Intellectual Property Ownership.

     3.1.      Definition of Works. Pharmulations expressly agrees that

               everything   Pharmulations   (including   its   employees   and
               independent contractors, for purposes of this Section 3) creates,
               writes or develops,  in the course of  providing  the Services to
               the  Company   with  respect  to  the   Company's   products  and
               technologies as of the date hereof shall be "works made for hire"
               as defined by U.S. copyright law and the property of the Company,
               including  ideas,  inventions,  written  materials,  suggestions,
               processes,    techniques,   and   Confidential   or   Proprietary
               Information  (as  defined  in  Section  4) with  respect  to such
               products,  whether  or  not  published,  patented,   copyrighted,
               registered or suitable  therefor,  and all intellectual  property
               rights therein, that are made, developed,  written,  conceived or
               first reduced to practice by  Pharmulations  in part or in whole,
               whether  alone or with  others,  during  the  Consulting  Period,
               including  all  improvements  and  enhancements  to such products
               (collectively,   "Works").  Pharmulations'  previously  developed
               works for the Company that shall constitute "Works", as described
               herein,  are  specifically  listed  and set  forth in  Exhibit  B
               hereto.


                                       1
<PAGE>


     3.2.      Obligations.  Pharmulations agrees to promptly disclose the
               existence,  properties  and  use  of  any Works  to  the Company.
               To the extent the above "work for hire"  doctrine  may be legally
               inapplicable for any reason,  Pharmulations hereby assigns to the
               Company all right, title and interest in the Works, including all
               rights  of  patent,  copyright  and other  intellectual  property
               rights,  and  agrees  to  execute  at  the  Company's  request  a
               subsequent  document  as  further  evidence  of this  assignment.
               Pharmulations also agrees to assist the Company, at the Company's
               expense,  as reasonably  requested in any efforts the Company may
               make to obtain a patent or other intellectual property protection
               with respect to the Works or any portion thereof.

     3.3.      Ownership of Rights.  The Company  shall be the sole owner of the
               Works  and all  rights  therein  throughout the world,  including
               without  limitation all  intellectual  property  rights  therein.
               Pharmulations  and the Company agree that the Company may use the
               Works provided to it under this Agreement in its sole discretion.

4.       Confidential Information.


     4.1.      Definition.  "Confidential  or Proprietary Information" means all
               present  and  future  confidential  or  proprietary   information
               belonging to the Company, whether in written,  electronic or oral
               form, and whether  developed by Pharmulations or by other Company
               independent  contractors,  employees or agents, including but not
               limited to product formulations,  inventions,  processes, product
               development  information,   technology,   trade  secrets,  ideas,
               business   and   marketing   plans   and   information,   pricing
               information,  product test results,  customer names and data, and
               all other information  marked as confidential or which reasonably
               should be understood to be confidential  or proprietary,  whether
               or  not  so  marked.   However,   Confidential   or   Proprietary
               Information does not include  information that  Pharmulations can
               show is or has become  available  for  unrestricted  public  use,
               without breach of this or any other agreement.

     4.2.      Obligations   of   Confidentiality  and  Non-Use.   Pharmulations
               acknowledges  that  in the  course of  providing  Services to the
               Company, Pharmulations may receive and/or develop Confidential or
               Proprietary Information,  which shall remain the sole property of
               the Company.  Pharmulations agrees that, except as appropriate in
               connection with the Company's  business,  Pharmulations shall not
               at any time (i) disclose or deliver  Confidential  or Proprietary
               Information  to any  person;  (ii)  use such  information  in any
               manner, or (iii) use any Confidential or Proprietary  Information
               for the direct or indirect  benefit of any person or entity other
               than the Company,  except as the Company may otherwise consent or
               direct in writing.  Pharmulations  agrees to use  reasonable  and
               diligent  efforts to maintain the  proprietary  nature,  security
               and/or   confidentiality   of  all  Confidential  or  Proprietary
               Information.  Pharmulations  shall  also  keep  confidential  any
               information  provided  by any client or other  third party to the
               Company under obligation of confidentiality.  Pharmulations shall
               promptly notify the Company if Pharmulations becomes aware of any
               misuse or wrongful  disclosure  of  Confidential  or  Proprietary
               Information by any person.  All  obligations  of  confidentiality
               shall survive  termination of this Agreement for a period of five
               (5) years.

5.   Payment  Terms.  In  consideration  of the Services  and Works  provided by
     Pharmulations,  the Company  agrees to pay  Pharmulations  a consulting fee
     that is  currently  in the  amount of $9,000  per month (as of  October  1,
     2000),  payable on the 15th day of each month.  Such  monthly  amount shall
     increase by $1,000  effective of each October 1 anniversary date during the
     term of this  Agreement.  In  addition,  the  Company  may pay such  annual
     bonuses  (stock  and/or  cash) as the Company  determines,  in its business
     judgment, to be warranted,  based upon Pharmulations' services and value to
     the Company.  The Company will reimburse  Pharmulations  for its reasonable
     legal fees incurred in the negotiation of this Agreement.



                                       2
<PAGE>

6.       Termination.

     6.1.      Termination   for  Cause.  Either  party  may  terminate   this
               Agreement  if  the other  party  breaches  any  material  term of
               this  Agreement  and fails to correct such breach  within 30 days
               following written notice thereof from the non-breaching party.

     6.2.      Immediate Termination. The  Company may  terminate this Agreement
               immediately in the event that:

             6.2.1. Pharmulations  or  any of  its  employees  commits  any  act
                    of  intentional  wrongdoing  that  materially  and adversely
                    affects the Company or its reputation,  including any act of
                    theft, embezzlement, obtaining funds or property under false
                    pretenses,  gross misconduct,  disloyalty or breach of trust
                    against the Company; or

             6.2.2. Dr. Edward  Walker ("Dr.  Walker")  becomes  permanently
                    disabled,  dies  or  ceases  to  be  the  owner  of at least
                    66% of the ownership interests in Pharmulations.

          The parties  acknowledge and agree that Dr. Walker's personal services
          are material to this Agreement and that the termination  provisions of
          this Section are reasonable.  However, in the event of termination due
          to Dr. Walker's permanent disability the Company agrees to continue to
          pay the consulting  fees described in Section 5 for a period of twelve
          (12) months from the date of such termination.

     6.3.      Termination Without Cause.  The Company may also  terminate  this
               Agreement at any time with or without  cause upon written  notice
               to  Pharmulations,   provided  that  the  Company  shall  pay  to
               Pharmulations,  in a single lump sum, an amount  equal to monthly
               compensation  provided for in Section 5, multiplied by the lesser
               of (i) twelve (12) months, or (ii) the number of months remaining
               in the then-current term of this Agreement.

     6.4.      Effect of Termination. If Pharmulations terminates this Agreement
               for  a  material  breach  by the  Company  under Section 6.1, the
               Company shall,  notwithstanding the termination,  continue to pay
               Pharmulations the payments described in Section 5 for a period of
               twelve  (12)  months  after  such  termination.  If  the  Company
               terminates this Agreement under Section 6.1 or 6.2, the Company's
               payment  obligations  under  Section  5  shall  cease  as of  the
               termination date (excluding,  however, termination because of Dr.
               Walker's  permanent   disability  under  Section  6.2.2).   After
               expiration or termination of this Agreement  pursuant to Sections
               6.1, 6.2 or 6.3,  within  thirty (30) days after  termination  of
               this Agreement,  Pharmulations agrees to return all documents and
               tangible  items in its or its  employees'  possession  or control
               that contain any part of the Works or Confidential or Proprietary
               Information received or created by Pharmulations for the Company,
               and destroy any additional  electronic copies of such information
               that are in its possession or control.  The parties will continue
               to be bound by all obligations  described in Sections 3, 4, 7, 8,
               9, 10 and 11 after the termination of this Agreement  pursuant to
               Sections 6.1, 6.2 or 6.3.

     6.5       Termination for Future Conflicts.  In the event the Company shall
               announce  the   intent  to  or  hereafter   acquire  or   develop
               products or  technologies  which may be at such time  directly or
               indirectly   competitive   with  products  or   technologies   of
               Pharmulations  or which  Pharmulations  has  developed or is then
               developing   for  third  parties  (the   "Competing   Products"),
               Pharmulations  shall promptly notify the Company of the existence
               of the Competing  Products,  and related duties to third parties,
               if any.  Thereafter,  Pharmulations  shall provide to the Company
               such information concerning the Competing Products as the Company
               may  reasonably  request in order for the  Company  to  determine
               whether,  in its judgment,  the Competing  Products would compete
               with the products to be acquired or developed; provided, however,
               that  Pharmulations  shall not be  required  to  disclose  to the
               Company  information  which would  constitute  a trade  secret of


                                       3
<PAGE>

               Pharmulations   or  violate  the  terms  of  any   non-disclosure
               agreement  between  Pharmulations  and any  third  party.  If the
               Company  determines  that the Competing  Products are directly or
               indirectly  competitive  with  the  products  to be  acquired  or
               developed  by the  Company,  then the Company may elect waive its
               rights concerning the covenant not to compete with respect to the
               Competing  Products and to exclude  Pharmulations  from access to
               information,  whether Proprietary or Confidential  Information or
               otherwise,  concerning  the products to be acquired or developed.
               Alternatively,  the  Company  may  notify  Pharmulations  of  its
               determination  that the  products to the  acquired  or  developed
               compete with the Competing Products,  at which time Pharmulations
               shall have two (2) options:

             6.5.1  Pharmulations may elect to terminate this Agreement.  Should
                    Pharmulations  elect  to  terminate  this  Agreement,  then
                    (i) the Company  shall pay the  consulting  fee described in
                    Section 5 for a period of twelve  (12)  months from the date
                    of such  termination,  (ii)  within  thirty  (30) days after
                    termination of this  Agreement,  Pharmulations  shall return
                    all  documents and tangible  items in its or its  employees'
                    possession  or control that contain any part of the Works or
                    Confidential or Proprietary  Information received or created
                    by Pharmulations for the Company, and destroy any additional
                    electronic  copies  of  such  information  that  are  in its
                    possession or control and (iii) the parties will continue to
                    be bound by all  obligations  described  in Sections 3, 4, 7
                    (but  excluding  all   prohibitions   set  forth  herein  on
                    Pharmulation's production,  marketing, distribution or sales
                    of the  Competing  Products),  8,  9,  10 and 11  after  the
                    termination of this Agreement.

             6.5.2  Pharmulations  may elect to cease its production, marketing,
                    sales   or   any   other   form  of   distribution   of  the
                    Competing Products and/or terminate its relationship(s) with
                    any third parties concerning the Competing Products. In such
                    event, Pharmulations shall (i) provide the Company with such
                    information as it shall  reasonably  request for the Company
                    to determine that  Pharmulations  has ceased its production,
                    marketing,  sales or  other  distribution  of the  Competing
                    Products  and/or  terminated  its  relationship(s)  with any
                    third parties  concerning  the  Competing  Products and (ii)
                    Pharmulations  shall  execute an addendum to this  Agreement
                    pursuant  to  which  the  Competing  Products  shall  become
                    subject to Section 7 hereof.

7.       Covenant Not to Compete.

     7.1.      Covenant  Not to Compete.  During  the term of this Agreement and
               for  twelve  (12)  months  thereafter,  Pharmulations   covenants
               that it will not compete in any manner,  directly or  indirectly,
               including participating as an advisor,  principal,  agent, owner,
               consultant  or  employee,  with the  business  of  manufacturing,
               marketing,   distributing  or  selling   products  that  compete,
               directly or  indirectly,  with products  developed or sold by the
               Company during the term of this Agreement  anywhere in the world;
               provided, however, that the foregoing covenant (i) does not apply
               to any of the  projects,  products or  inventions  identified  in
               Exhibit  "C"  attached  hereto,   and  (ii)  does  not  apply  to
               Pharmulations present or prior work with cranberries. The Company
               agrees  to  keep  and   maintain  the  contents  of  Exhibit  "C"
               confidential  and will not  disclose  the same to any third party
               without  the  prior  consent  of  Pharmulations  or  as  required
               pursuant to service of process.

     7.2.      Scope  of  Restrictions.  Pharmulations  acknowledges  and agrees
               that (a) the  foregoing  restrictions   are  reasonable  and  are
               properly  required  for adequate  protection  of the business and
               good will of the Company,  given the Confidential and Proprietary
               Information  that it has obtained and will be obtaining  from the
               Company  and the fact  that its  services  are of a  special  and
               unique character that have a particular value to the Company; (b)
               that the Company has a legitimate  business  purpose in requiring
               Pharmulations to abide by the above  restrictive  covenants;  and
               (c) that the Company has a worldwide  market for its products and


                                       4
<PAGE>

               that the worldwide geographic scope of this covenant is therefore
               reasonable.  Section 7.1 is intended to be  construed as a series
               of separate covenants,  one for each city, county, state, country
               or geographic area in the territory  described above.  Except for
               geographic coverage,  each such separate covenant shall be deemed
               identical in terms.

8.   Warranties.  Pharmulations  represents  and warrants that (i) it is able to
     perform the Services and grant the rights  specified in this  Agreement and
     does  not  have  any  present  understanding or agreement with  anyone else
     which restricts or interferes with its ability to perform such Services and
     grant such  rights;  and (ii) it will not  violate  any  rights,  including
     intellectual property rights, of any third party in providing  information,
     Services  or Works to First  Scientific.  If First  Scientific  expands its
     product  lines or business in such a way that it becomes  competitive  with
     Pharmulations' other development and consulting  activities,  Pharmulations
     will give prompt notice to First  Scientific and the parties will negotiate
     in good faith to resolve such issues.

9.       Indemnification.

     9.1.      By Pharmulations.  Pharmulations shall indemnify, defend and hold
               the   Company  harmless  from  and  against  any  and  all costs,
               losses,   liabilities   and  expenses  of  any  type   whatsoever
               (including   reasonable   attorneys'   fees   to   enforce   this
               indemnification)  arising out of Pharmulations' grossly negligent
               or intentionally wrongful activities and omissions.

     9.2.      By  the  Company.  The  Company shall indemnify, defend and  hold
               Pharmulations  harmless  from  and  against any  and  all  costs,
               losses,   liabilities   and  expenses  of  any  type   whatsoever
               (including   reasonable   attorneys'   fees   to   enforce   this
               indemnification)  arising out of the Company's  grossly negligent
               or intentionally wrongful activities or omissions.

     9.3.      Procedure.  The  party wishing to be  indemnified  shall give the
               other party  prompt  written  notice of any  claim or  action for
               which  it  believes  it  is  entitled  to  be  indemnified.   The
               indemnified party shall give the indemnifying  party sole control
               over the defense of the claim and shall  cooperate and assist the
               indemnifying party as reasonably  requested in the defense of the
               claim, at the indemnifying party's expense. The indemnified party
               may,  at its  option and  expense,  choose to be  represented  by
               separate counsel in any such legal action.

10.  Independent Contractor. In creating,  preparing and furnishing the Services
     to the Company,  Pharmulations  is acting as an independent  contractor and
     not as an agent or employee of the Company or as the  Company's  partner or
     joint  venturer.  Neither  party may bind the other to any  agreement  with
     anyone else. Any access to the Company  premises  granted to  Pharmulations
     will not be construed as indicating  that  Pharmulations  is an employee of
     the Company or that  Pharmulations has the rights or restrictions of an the
     Company employee.  Pharmulations  shall be solely  responsible for and will
     file, on a timely basis, all tax returns and payments  required to be filed
     with or made to any federal,  state or local tax authority  with respect to
     Pharmulations'  performance  of  services  and  receipt  of fees under this
     agreement.

11.      Miscellaneous.

     11.1.     Governing   Law.  This   agreement  is  governed  by  Utah  law
               (excluding   conflicts   of  laws   provisions).   The   parties
               consent to the exclusive jurisdiction and venue of Utah state and
               federal courts in any action arising out of this Agreement.  If a
               dispute shall arise  concerning  this  agreement,  the prevailing
               party shall be entitled to recover from the non-prevailing  party
               all attorneys' fees and costs incurred by the prevailing party in
               connection with such dispute,  regardless of whether such dispute
               results in the filing of a lawsuit.


                                       5
<PAGE>

     11.2.     Entire Agreement; Amendment; Waiver.  This Agreement constitutes
               the  entire   agreement  of  the  parties  regarding  the subject
               matter   hereof  and   supersedes   all  prior   representations,
               proposals,  discussions,  and communications,  whether oral or in
               writing,  including the prior form of this  Consulting  Agreement
               between the  parties,  except to the extent  otherwise  expressly
               provided  herein.  Except  as  otherwise   specifically  provided
               herein, this Agreement may be modified only in a written document
               signed by the party sought to be bound.  No waiver of any default
               by the  other  party  or the  breach  by the  other  party of its
               obligations to perform  hereunder shall be deemed a waiver of any
               future or other defaults or breaches, even if of the same nature.

     11.3.     Incorporation  of  Addendum.  The  terms  of  the  Addendum dated
               effective  October 1, 1998,  attached  to  the  original  version
               of this Agreement,  are hereby reaffirmed and incorporated herein
               by reference.

     11.4.     Severability.  If any term of this Agreement is deemed invalid or
               unenforceable  by  a  court,  the  court shall  modify  such term
               to the minimum extent necessary to make it valid and enforceable.
               If the term  cannot be so  modified,  it shall be severed and the
               remainder  of this  agreement  shall  remain  in full  force  and
               effect.

     11.5.     Injunctive Relief. Pharmulations acknowledges and agrees that the
               services  to  be  rendered  by it are of a  special,  unique  and
               extraordinary  character and that the Confidential or Proprietary
               Information  revealed to it are extremely  sensitive and vital to
               the  business of the Company and,  therefore,  that the remedy at
               law for  any  breach  of its  covenants  made in this  Agreement,
               including  the  covenants  not to  compete  or  solicit  and  the
               covenant of  confidentiality,  shall be  inadequate  and that the
               Company  shall be entitled to injunctive  relief,  in addition to
               any other remedy it might have,  including  damages and the right
               to recover  reasonable  attorneys' fees, if it becomes  necessary
               for the  Company to  enforce  its  rights  under this  Agreement,
               without the necessity of posting bond.

     11.6.     Assignment; Binding Effect. Neither this Agreement nor any of the
               rights  or  obligations  of  Pharmulations   arising  under  this
               Agreement  may be assigned or  transferred  without the Company's
               prior written  consent.  This Agreement is for the benefit of and
               will  be  binding   upon  the   parties   and  their   respective
               representatives, successors and permitted assignees.

First Scientific Corporation                Pharmulations, L.C.

By:____________________________________     By:_________________________________

Title:_________________________________     Title:______________________________

Date:___________________________________    Date:_______________________________



                                      6


<PAGE>


                                    EXHIBIT A

             Form of Employee Services and Confidentiality Agreement

See attached agreement form.


                                       7

<PAGE>


                                    EXHIBIT B

     List of Pharmulations' Works Previously Developed for First Scientific

                                       8