Master Agreement

This Master 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").

RECITALS:

A.       The Company and Pharmulations have entered into that certain Consulting
         Agreement  dated  October 1, 1998,  as amended and restated on December
         29, 2000 (the "Consulting Agreement"),  pursuant to which Pharmulations
         is assisting  the Company in the role of chief  scientific  advisor and
         advising the Company with respect to the Company's  existing  products,
         proposals for  improving  such  products,  and  regulatory  testing and
         compliance issues for such products.

B.       The parties  acknowledge  that new  products  that  Pharmulations,  its
         members or employees may from time to time after the date hereof invent
         will be outside of the scope and terms of the Consulting Agreement, and
         if the Company  desires  rights to such new  products it is required to
         purchase such rights.

C.       In the event of such a purchase  of rights in new  products,  it is the
         parties desire that Pharmulations,  its members or employees who may be
         the  owner/inventor  of such new products  transfer all of its or their
         interest in the  products in such a fashion so that the transfer is one
         that, where possible,  could qualify under Section 1235 of the Internal
         Revenue Code.

D.       Therefore, the parties desire to enter into this Agreement to establish
         common  terms  and  conditions for  the  development  by  Pharmulations
         and  purchase by the Company of all rights to new  products,  including
         (i) all  modifications,  improvements and enhancements thereof, whether
         made by  the  Company  or  Pharmulations,  and (ii)  the  right to use,
         manufacture  and  sell such new products,  which are not  "Services" or
         "Works" as  described  in the  Consulting  Agreement  and which will be
         implemented  through   individual  Product  Identification   Agreements
         ("Product    Identification    Agreements")   under    this   Agreement
         (collectively,  the "Products").  This Agreement,  by  itself, does not
         implement any business  transaction  and  does not create an obligation
         on either party to enter into any Product  Identification  Agreement or
         Purchase  Agreement  (except as  required  by  the terms of the Product
         Identification Agreement).

AGREEMENTS:

1.       Product Identification Agreements.

         1.1.  Product  Identification  Agreements  and  Contents.  The  parties
               may  negotiate  one  or  more  Product Identification  Agreements
               following execution of this Agreement,  substantially in the form
               attached  as  Exhibit  A  hereto.  Each  Product   Identification
               Agreement shall be signed by duly authorized  representatives  of
               both parties and shall contain at least:

               (1)      a statement of the Product(s) which are being assigned;

               (2)      a detailed written description of the Product(s) ;

               (3)      a time schedule as to delivery of the Product(s) and the
                        Company's acceptance of the Product(s);



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<PAGE>

               (4)      payment   provisions  that  differ  from   the  payments
                        provisions  contained  in  this  Agreement;  and

               (5)      any  other  terms  and conditions  as mutually agreeable
                        between the parties.


         1.2   Assignment and Disclosure Terms.  Effective at the time a Product
               that is  the  subject  to a  Product  Identification Agreement is
               accepted by the Company, pursuant to the acceptance procedure set
               forth  in  the  applicable  Product   Identification   Agreement,
               Pharmulations and the inventing  member(s) of Pharmulations shall
               execute a Purchase Agreement substantially in the form of Exhibit
               B hereto,  pursuant  to which it shall  assign to the Company all
               right, title and interest in and to the Product and the Product's
               formula (including  without limitation all intellectual  property
               rights  therein,  and all  details  and  know-how  regarding  its
               formulation and manufacturing). Pharmulations shall also promptly
               disclose in good faith to the Company  background  concerning the
               Product in the Purchase  Agreement.  Each party shall endeavor in
               good faith to perform in  accordance  with the specific  terms of
               each Product Identification  Agreement and make a faithful effort
               to arrive at a successful completion and transfer of the Products
               described therein. Unless provided to the contrary by the Product
               Identification  Agreement or Purchase Agreement and to the extent
               the  formula  for a Product  that is the  subject  of a  Purchase
               Agreement may be protected by a patent, the Company shall, at its
               own  expense,  use  commercially  reasonable  efforts  to seek to
               obtain a patent for such  Product.  In such event,  Pharmulations
               shall assist in obtaining  such a patent as reasonably  requested
               by the Company.

         1.3   Payment  Terms.  Unless  the  Purchase   Agreement  provides  for
               different   payments   to  be   paid   by   the   Company   to
               Pharmulations, the following terms shall apply:

               1.3.1  Pharmulations   shall  be  paid  earn-out  payments
                      for  each  Product,  in the  form of a  royalty  of two
                      percent (2%) of Net Sales (as defined below) received by
                      the  Company  from  the sale of the particular  Product(s)
                      described    in the  Purchase  Agreement,  for a period of
                      fourteen  (14)  years,  if a  patent  is  obtained  by the
                      Company  for  the  Product(s), or  seven (7)  years  if no
                      patent is obtained.

               1.3.2  Said royalties shall commence on the first to occur of (i)
                      the  date  the  Company  first  begins  distributing  such
                      Product(s) to customers or (ii) eight (8) months after the
                      Product is accepted by the Company;  provided, however, if
                      the  Company   shall   determine   prior  to  this royalty
                      commencement date that it does  not  want to  market  such
                      Product, then the Company shall give Pharmulations notice
                      of such  decision  and  no  royalties,  including  the
                      Minimum Royalty as defined in Section 1.3.7 below, will
                      be due (Pharmulations will,  however,  retain  the  $5,000
                      transfer fee paid when the Company signs  Section 7 of the
                      Product Identification Agreement  and begins the eight (8)
                      month "Testing Period", as defined in Section 3 thereof).

                      In such  event,  the  Company   shall   transfer  back  to
                      Pharmulations (or,  if a Purchase  Agreement  was  not yet
                      executed, Pharmulations shall retain) all right, title and
                      interest in and  to  the  Product  and  Product's  formula
                      (including without limitation  all  intellectual  property
                      rights therein, and all details and know-how regarding its
                      formulation and manufacturing).

               1.3.3  In  addition,  the   Company  shall  pay  Pharmulations  a
                      transfer  fee  of  $5,000  at the time the  Company  signs
                      Section  7 of  the  Product Identification  Agreement  and
                      begins  the eight (8) month Testing Period, which transfer
                      fee  shall  be  a  credit against  the first royalties due
                      Pharmulations as described herein.


                                       2
<PAGE>


               1.3.4  "Net Sales"  shall mean all amounts  actually  received by
                      the  Company  from  the  distribution  and  sale  of  such
                      Product(s),  less  discounts,  allowances  and  returns.

               1.3.5  The  Company  shall pay to  Pharmulations,  within 45 days
                      after the end of each calendar quarter  during  the  term
                      of this Agreement,  the aggregate royalties for all Net
                      Sales amounts received during that quarter.

               1.3.6  The  Company's  quarterly  payment shall be accompanied by
                      a report setting forth the calculation  of  royalties due.


               1.3.7  During the  applicable  royalty payment  period  described
                      in Section 1.3.1, the  Company  shall  pay royalties at an
                      annual minimum rate of $50,000 per Product  (the  "Minimum
                      Royalty") payable in four  (4)  equal  quarterly  payments
                      within  45  days  after  the  end of each calendar quarter
                      during the term of this  Agreement,  subject to offset for
                      payments made in previous  quarters of such annual period,
                      so long asthe $50,000 annual minimum is met. However,  the
                      Company  may  annually   determine   that  the  market  or
                      revenue  for  a   particular  Product  does   not  warrant
                      exclusive rights and the attendant Minimum Royalty.  In
                      such event, the Company shall    notify  Pharmulations  in
                      writing of its  determination at least 60 days  before the
                      end of any annual  period.  If  the  Company  has not paid
                      Pharmulations at least  $100,000 in total royalty payments
                      (including Minimum Royalties) at the time of such  notice,
                      the notice  shall be  accompanied  by  a  payment equal to
                      the difference between the royalties previously paid and
                      the amount of  $100,000.  At end of the  annual  period in
                      which such notice is given, the Company shall transfer all
                      right,   title  and  interest  in and to the  Product  and
                      Product's  formula   (including   without  limitation  all
                      intellectual property  rights  therein,  and  all  details
                      and   know-how    regarding   its    formulation    and
                      manufacturing) back  to Pharmulations,  and  Pharmulations
                      shall  concurrently  grant  back  to  the  Company, if the
                      Company so requests, a non-exclusive, perpetual, worldwide
                      license  to  use, manufacture,  modify,  market,  promote,
                      distribute  and  sell such Product, subject to the royalty
                      payment provisions of this  Section  1.3,  except that the
                      royalty  rate shall  thereafter  be three percent (3%) of
                      Net  Sales  and a reduced  minimum  royalty  of $6,000 per
                      year (the  "Reduced  Minimum Royalty") shall apply. In the
                      event  the  Company  does  not pay   the  Reduced  Minimum
                      Royalty,    then    Pharmulations    may    terminate  the
                      non-exclusive license upon 30  days  prior written  notice
                      and  opportunity  to cure the  default.  The   Company may
                      also terminate the non-exclusive license at any time, with
                      or without  cause,  upon at least 90 days' prior   written
                      notice.  The  covenant  not  to  compete   provisions  of
                      Section 7 of the Consulting Agreement  shall,  following a
                      transfer   back  of  the  interest  in  the   Product   to
                      Pharmulations,  whether or not a non-exclusive  license is
                      given, be inapplicable and Pharmulations  shall be free to
                      use,  manufacture,  modify, market, promote distribute and
                      sell such Product  and  formula.  The three  percent  (3%)
                      royalty and  Reduced  Minimum  Royalty  shall  apply for a
                      period   of  the  greater  of  ten  (10)  years  from  the
                      date the non-exclusive  license  was first  granted to the
                      Company or the period described in Section  1.3.1,  above;
                      after  such  period, the  non-exclusive  license  for such
                      Product shall be  deemed fully paid-up.


               1.3.8  Pharmulations  and  its agents shall have a right, upon at
                      least 10 days' prior  written  notice, to  audit the books
                      and  records of  the  Company  to verify Net Sales. In the
                      event such audit shall  result in an increase of Net Sales
                      during   the audited  period of more than 5%, the  Company
                      shall pay the reasonable  costs of such audit.  Such audit
                      right  shall  not  be exercised  more  than once per year.
                      Audits  shall be  conducted in a manner that is not unduly
                      disruptive  of the  Company's business.


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<PAGE>


         1.4   Expenses.  Except as  provided  herein or in a Purchase Agreement
               or  Product Identification  Agreement,  each  party  shall   bear
               all of its own expenses  arising from its performance  under this
               Agreement,  the Purchase  Agreements  and Product  Identification
               Agreements.


         1.5   Warranties  and  Indemnification. With  respect  to each Product,
               unless   otherwise  specifically   provided   in   the   Purchase
               Agreement,  Pharmulations represents, warrants and covenants that
               as of the time of executing the Purchase  Agreement  that: (i) it
               has not previously  conveyed or  transferred  any interest in the
               Product  and to  the  best  of its  knowledge  is the  owner  and
               original  creator of the  Products,  formulations  and other work
               delivered  pursuant to each  Purchase  Agreement;  (ii) that such
               Products, formulations and other work are, to Pharmulations' best
               knowledge,   free  from  any  third  party   liens,   claims  and
               encumbrances  and, to Pharmulations'  best knowledge,  do not and
               will not  infringe  any  third  party  patent,  trade  secret  or
               copyright  rights;  and (iii) it has the right and power to enter
               into this Agreement and each Purchase  Agreement and to grant the
               Company the rights  granted in this Agreement and in the Purchase
               Agreements.


2.       Intellectual Property Ownership,  Confidentiality and Covenant  Not  to
         Compete.  Except as  may  be  otherwise  specifically  provided  herein
         or in a Purchase  Agreement, the ownership and confidentiality terms of
         Sections  3 and 4 of  the  Consulting   Agreement  shall  apply  to the
         Product  concerning  such  Product  made by it pursuant to any Purchase
         Agreement.  If the Company  fails  to accept a Product  delivered to it
         under a Product  Identification  Agreement,  the parties agree that all
         rights in such  Product and formula for such Product  shall remain with
         Pharmulations  and  such Product shall  thereafter  not be treated as a
         "Work" under the  Consulting Agreement, but shall be a Product owned by
         Pharmulations and  excluded from Pharmulations' covenant not to compete
         as set forth in  the  Consulting  Agreement.  If the Company  accepts a
         Product,  the  covenant  not to compete  provisions  shall  apply  with
         respect thereto.

3.       Term and Termination.

         3.1.  Term and  Termination.  It is the  intent  of the  parties  that
               this  Agreement  shall  be  concurrent  with  the  term  of   the
               Consulting  Agreement and shall not be used after at the time the
               Consulting  Agreement  is  terminated  or expires.  Additionally,
               either party may terminate the use of this Agreement or terminate
               a  Product   Identification   Agreement   if  the   other   party
               respectively  breaches any material term of this  Agreement or of
               the Product  Identification  Agreement  and fails to correct such
               breach within 30 days  following  written notice thereof from the
               non-breaching  party. The Product  Identification  Agreements and
               Purchase  Agreement may also contain terms related to termination
               thereof.


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<PAGE>


         3.2.  Effect of Termination.  The terms of this  Agreement  as  to  any
               Product   Identification  Agreement  and  any  executed  Purchase
               Agreements shall survive  termination of this Agreement and shall
               remain  in full  force  and  effect.  Additionally,  any  Product
               Identification  Agreements  that have not matured into a Purchase
               Agreement  shall remain in effect,  and the parties  agree to use
               good  faith  efforts  to  complete  the  Products  thereunder  in
               accordance  with this  Agreement  and the Product  Identification
               Agreement,  including  but  not  limited  to the  execution  of a
               Purchase  Agreement  therefor,  unless  either  party  elects  to
               terminate such Product  Identification  Agreement as provided for
               above.  If a Product  Identification  Agreement is so terminated,
               Pharmulations  shall retain all rights in the Product(s) and such
               Product(s) shall be excluded from Pharmulations'  covenant not to
               compete.

4.       Miscellaneous.

         4.1.  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.

         4.2.  Entire Agreement; Controlling Documents; Amendment; Waiver.  This
               Agreement,  together  with  the  Purchase   Agreements,   Product
               Identification  Agreements and Consulting Agreement (as amended),
               constitutes  the entire  agreement of the parties  regarding  the
               subject matter  hereof.  The terms of Sections 3, 4, 8, 9, and 10
               of the  Consulting  Agreement are hereby  incorporated  herein by
               reference.  In the event of any conflict  between this  Agreement
               (including  the Purchase  Agreements  and Product  Identification
               Agreements   hereunder)  and  the  Consulting   Agreement,   this
               Agreement and the Purchase Agreements and Product  Identification
               Agreements  shall be  controlling.  A  Purchase  Agreement  shall
               control  in the  event of a  conflict  between  the terms of such
               Agreement   and  this   Agreement  or  the   applicable   Product
               Identification  Agreement, and a Product Identification Agreement
               shall be  controlling  in the event of a conflict  between it and
               this Agreement. 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.

         4.3.  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.

         4.4.  Injunctive  Relief.  Pharmulations  acknowledges  and agrees 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.


                                       5
<PAGE>


         4.5.  Assignment; Binding Effect.  In the event the Company assigns or
               grants  a  license  in  the  rights   to   manufacture  and  sell
               Products  created and sold to the Company  pursuant to a Purchase
               Agreement, then Net Sales with respect to such Product shall also
               include  all Net Sales  received by such  assignee  and any other
               manufacturer  of such Product.  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,  except that  Pharmulations may assign any
               of its  rights  to  payments  under a  Purchase  Agreement.  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

                      Product Identification Agreement #__

This Product  Identification  Agreement (the "Agreement"),  dated  ____________,
20__ (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").

RECITALS:

The Company and Pharmulations have entered into a certain Master Agreement dated
December 28, 2000 (the "Master Agreement"),  which agreement  establishes common
terms and conditions that could be used for the  identification  and purchase of
new  products  for the Company  which will be  implemented  through this Product
Identification Agreement.

AGREEMENTS:

1.       The product that is the subject of this Agreement is referred to as the
         "___________" (the "Product").

2.       The following is a detailed description of the Product characteristics:
         [insert]


3.       The Product  will be  delivered  to the Company for testing on or about
         ___________.   The   Company   may   also   review   the   Product  and
         Pharmulations'  work on  the  Product  from  time to  time  during  the
         development process as it  may reasonably request. Upon receipt of what
         Pharmulations  believes to  be the final  version of the  Product,  the
         Company shall,  if it is  then  interested in marketing and testing the
         Product,  immediately  accept  the Product by  executing  paragraph  7,
         below and the  Company  will  then have a period of up to 8 months (the
         "Testing  Period")  in which  to test the  Product  (including  product
         safety, effectiveness, and  marketability,  etc.) and determine whether
         it wishes to market the  Product.  Upon the Company's acceptance of the
         Product,  the parties  shall  sign a Purchase  Agreement in the form of
         Exhibit B. The Company  shall  notify  Pharmulations  in  writing at or
         before the end of the Testing  Period  whether the Company  will market
         the  Product or if the Product is  unacceptable,  supplying  a detailed
         description of the reasons for any finding  of unacceptability.  If the
         parties agree that further modification of  the Product may resolve the
         problems  leading to lack of acceptance,  they shall  negotiate in good
         faith to mutually agree  upon a process and time line for Pharmulations
         to modify  and  resubmit  the  Product to the  Company.  If the Company
         finally  deems the Product  unacceptable  for  marketing,  the  Company
         shall  transfer  back  to  Pharmulations  (or if the  transfer  to  the
         Company has not occurred, Pharmulations shall retain) all  right, title
         and interest in and to the Product, free and clear of any  claim of the
         Company.


4.   The Purchase  Agreement  for the Product  will  contain no royalty  payment
     terms that differ from the Master Agreement,  except as follows: [insert if
     any].  Any  modification  of  such  payment  terms  in the  final  Purchase
     Agreement shall require the approval of both parties.

5.   Pharmulations shall give the Company the first right to review,  accept and
     purchase  the  Product,  pursuant  to the  terms  set  forth in the  Master
     Agreement.  Pharmulations shall and shall cause Edward Walker, the inventor


                                       7
<PAGE>

     of the Product,  to take such additional and further  reasonable  action as
     the Company deems  advisable to further  document this transfer,  including
     but not limited to the delivery of the details of the Product's formula.

6.   There are no  additional  terms of  agreement between the parties except as
     follows:  [insert]. The  terms  of  the  Master Agreement are  incorporated
     herein by reference, to the extent not otherwise in conflict with the terms
     of this Product Identification Agreement.


First Scientific Corporation           Pharmulations, L.C.

By                                     By
  ----------------------------           ---------------------------------------

Title                                  Title
     -------------------------              ------------------------------------

Date                                   Date
    --------------------------             -------------------------------------



7. By  signing  below  the  parties  acknowledge  that:  (i)  Pharmulations  has
submitted what it believes is the final  Product,  (ii) the Company has accepted
the  Product,  (iii)  the  Company  is moving  forward  with the eight (8) month
Testing Period of the Product described in this Product Identification Agreement
and  delivered  by  Pharmulations,  and  (iv)  Pharmulations  is due the  $5,000
transfer fee, payable within 30 days of signing below.


First Scientific Corporation           Pharmulations, L.C.

By                                     By
  ----------------------------           ---------------------------------------

Title                                  Title
     -------------------------              ------------------------------------

Date                                   Date
    --------------------------             -------------------------------------


                                       8

<PAGE>


                                    EXHIBIT B

                             Purchase Agreement #__

This  Purchase  Agreement  (the  "Agreement"),  dated  ____________,  20__  (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").

RECITALS:

A.       The  Company  and  Pharmulations  have  entered  into a certain  Master
         Agreement  dated  December  28, 2000 (the  "Master  Agreement"),  which
         agreement  establishes  common terms and conditions  that could be used
         for the development and purchase of new products for the Company.

B.       The   Company   and   Pharmulations   have   entered   into  a  Product
         Identification  Agreement  #__, dated  ___________,  20__ (the "Product
         Identification   Agreement"),   pursuant  to  which  Pharmulations  has
         developed  and the Company has  accepted  the  Product,  as defined and
         described in the Product Identification Agreement.

AGREEMENTS:

1.       The product being purchased hereunder is referred to as the "_________"
         (the "Product").

2.       The following is a detailed description of the Product characteristics:
         [insert]

3.       The Product is hereby accepted by the Company.

4.       There  are  no  royalty  payment  terms  that  differ  from  the Master
         Agreement, except as follows: [insert if  any].

5.       Pharmulations hereby transfers and conveys to  the  Company  all right,
         title   and   interest  in   and  to  the  Product  and  the  Product's
         formula  (including without limitation all intellectual property rights
         therein,  and  all details and know-how  regarding its  formulation and
         manufacturing).  Pharmulations shall and shall cause Edward Walker, the
         inventor  of  the  Product,   to  take  such  additional   and  further
         reasonable  action as the Company deems  advisable to further  document
         this   transfer,  including  but not  limited  to the  delivery  of the
         details  of the  Product's  formula  and  execution  of any  documents
         necessary  or  appropriate  in  order  to  transfer  patents  or other
         intellectual property rights in the Product.

6.       There are  no additional terms of agreement between the parties, except
         as  follows: [insert if any].  The  terms  of the  Master Agreement and
         Product Identification  Agreement are incorporated herein by reference,
         to  the  extent  not  otherwise  in  conflict  with  the  terms of this
         Agreement.


                                       9

<PAGE>



First Scientific Corporation           Pharmulations, L.C.

By                                     By
  ----------------------------           ---------------------------------------

Title                                  Title
     -------------------------               -----------------------------------

     Date                                    Date
         ---------------------                   -------------------------------


                                       10