Exhibit 10.3

A special meeting of the Board of Directors of WASATCH  PHARMACEUTICAL,  INC., a
Utah corporation (Hereinafter,  the Company), was duly called, convened and held
by telephone  conference  call on November  17, 2001,  pursuant to a call by Mr.
Gary V. Heesch, Chairman of the Board, Director, and President. Mr. David Giles,
Corporate Secretary, and CFO took the minutes herein.

The following members of the Board of Directors were present:

Gary V. Heesch, Robert Arbon, and Craig Heesch.

Gary V.  Heesch  conducted  the  meeting.  All of the  members  of the  Board of
Directors, who affix their signatures to these minutes, hereby waive any and all
notices  of the time,  place and  purpose  of said  meeting to which they may be
entitled.

PROPOSED ACTION

         Employee/Consultant Incentive Stock Option Program

Mr. Heesch  requested that the Incentive Stock Option Program approved in a July
16, 2001 board  meeting be voided and the minutes of the meeting be marked void.
Mr.  Heesch  requested  the approval of the Board of Directors  for an Incentive
Stock Option Program for employees and key consultants to be registered under an
S-8.  Part of the stock options  would be vested  immediately  and the remainder
would be vested over the next two years.  The term of the  options  would be for
five years at an  exercise  price of $.10 which is the  closing bid price on the
stock. Further, in the event of a sale of the company,  either a partial sale or
a full sale of the company,  all stock  options  under this plan would be vested
immediately.  The board would reserve the right to change the terms of the stock
options plan.

                          WASATCH PHARMACEUTICAL, INC.
                Employee/Consultant Incentive Stock Option Plan

16-Nov-01
                 stock options          stock options  total
                 vested immed           vested 2 years

Gary Heesch        1250,000                  666,667  1,916,667
David Giles       1,250,000                  666,667  1,916,667
Robert Meador       333,333                  666,667  1,000,000
Mike Fleming        333,333                  666,667  1,000,000
Kent Heileson       333,333                  666,667  1,000,000
Ken Sardoni         333,333                  666,667  1,000,000
Marcus Sanders      333,333                  666,667  1,000,000
R. Arbon            400,000                             400,000
C. Heesch           200,000                             200,000

employees           100,000                  366,666    466,666
Brenda Greer        300,000                             300,000
Lon Taylor          200,000                  200,000    400,000
                  ---------                --------- ----------
                  5,366,665                5,233,335 10,600,000
                  =========                ========= ==========


         Exercise of Stock Options

         Mr. Arbon  proposed  that that the  individuals  who received the stock
options be  authorized  to exercise  the stock  options  granted to them by each
signing a  promissory  note for the  exercise  price of $.10 per share times the
number of shares being exercised.

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BOARD OF DIRECTION ACTION

         Employee/Consultant Incentive Stock Option Plan

         After a motion by Robert Arbon, and being seconded by Craig Heesch, the
Board unanimously approved the following resolutions:

         Resolved,  that the board meeting held on July 16, 2001 which  approved
an Incentive Stock Option Plan be voided and that the minutes of that meeting be
marked as VOID.

         Resolved,  that the Board  approves an Incentive  Stock Option Plan for
employees and key consultants in the amount of 10.6 million shares.  The term of
the plan is for five  years and the  exercise  price is $.10.  Some of the stock
options will be vested  immediately and the balance will vest 1/2 after one year
and 1/2  after  two  years  from  date  of  grant.  The  stock  options  will be
distributed according to the table.

         Resolved,  that in the event of the sale of the company, either partial
or full sale,  all stock options become vested  immediately,  if the employee is
still working for the company or the consultant is still under contract.

         Exercise of Options

         After a motion by Robert Arbon, and being seconded by Craig Heesch, the
Board unanimously approved the following resolutions:

         Resolved,  that the Company would allow those  receiving  stock options
under  the  program  just  approved  to  exercise  their  options  by  signing a
Promissory Note for the exercise price.


There being no further  business to come before the meeting,  the same was, upon
motion duly made, seconded and unanimously carried, adjourned.


   /s/  David K. Giles
-------------------------------
David K. Giles, Secretary


The undersigned  directors hereby consent and agree to the foregoing minutes and
hereby waive any and all notices of the time,  place and purpose of said meeting
to which they may be entitled.

   /s/ Robert Arbon
-------------------------------
Robert Arbon

  /s/ Gary V. Heesch
-------------------------------
Gary V. Heesch

   /s/ Craig Heesch
-------------------------------
Craig Heesch