Exhibit 10.2

                       COMPENSATORY STOCK ISSUE AGREEMENT

This  Compensatory  Stock  Issue  Agreement  (herein  after  referred  to as The
Agreement) has been entered into by Wasatch  Pharmaceutical,  Inc. (herein after
referred to as "Wasatch"),  Gary Heesch,  Wasatch CEO, David Giles, Wasatch CFO,
and Robert Arbon,  Wasatch Director,  (herein after collectively  referred to as
"Officers") and Standard  Registrar & Transfer Co., Inc.  (herein after referred
to as "Share  Administrator")  for the purpose of providing  the  aforementioned
Officers with assurance that they will be adequately compensated for their loyal
past and future services.

WHEREAS,  Wasatch  is a  development  stage  company  that  has,  to date,  been
extremely  short of cash  resources,  it has been unable to meet its agreed upon
compensation  payments to the  Officers  and is  indebted to the  Officers in an
aggregate   totaling  $918,975  at  December  31,  2001.  As  security  for  the
compensation obligation and in order to retain the Officers much needed services
and skills,  Wasatch has agreed to issue 110,000,000  shares of its common stock
to the officers as an inducement for their continued  service.  Such shares will
be distributed to the Officers on the following basis:


                           Name                              Shares Issued
                           -----------------                 -------------
                           Gary Heesch                        58,158,589
                           David Giles                        45,032,787
                           Robert Arbon                        6,808,624
                                                             -----------
                                Total                        110,000,000
                                                             ===========

This share  issue will be  considered  as  exchanged  for the  following  unpaid
Officer's fees and compensation; Gary Heesch $491,024, David Giles $377,951, and
Robert  Arbon  $50,000.  In  addition,  such shares will be used as security for
future fees, interest and compensation that may inure to the Officers.

WHEREAS,  Wasatch  agrees that the shares will  constitute  a fully vested issue
with full  voting  power.  Wasatch  is granted a right of first  refusal,  which
allows  it  to  purchase  such  shares,   based  on  the  value  established  in
subparagraph 3. of the immediately following paragraph,  before the Officers can
sell a portion or all of the Wasatch stock  derived from this issue.  Such right
will remain in place until the Officers  have  received an amount of money equal
to the unpaid compensation, covered by The Agreement, adjusted for the interest,
calculated at 3% per annum of the covered  compensation  obligation,  that would
have accrued from the execution date of The  Agreement.  It is intended that The
Agreement and its  provisions are intended to provide the Officers with security
and, consequently, the number of shares of common stock released to the Officers
by the Share Administrator should be dramatically less as the value of the stock
increases in the market place.

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THEREFORE,  the parties agree that the Share Administrator will hold, in escrow,
the officers three certificates totaling110,000,000 shares of common stock under
the following terms:

1.       These shares will be held in escrow for the Officers  until unpaid past
         and future  compensation  obligations are paid in cash or exchanged for
         Wasatch's common stock as provided for in The Agreement.

2.       It is agreed that at the conclusion of each calendar quarter subsequent
         to December 31, 2001,  the Officers will make an election as to whether
         unpaid  compensation  will be added to The  Agreement  or retained as a
         liability and accounts payable for Wasatch.  In addition,  Wasatch will
         evaluate the current market value of the shares securing the underlying
         obligation and increase or decrease such shares as is deemed necessary.

3.       To fund the liquidation of the compensation  obligations,  Wasatch will
         repurchase  the  compensation  shares at the  average  bid price of its
         common stock traded in a recognized  public capital market place during
         the three days prior to the  repurchase.  In lieu of the cash  payment,
         the officers  will have an option to remove from escrow the shares that
         would have been returned to Wasatch in the cash payment.

4.       If the  compensation  obligations are liquidated by cash payments,  the
         Officers  will  direct  the Share  Administrator  to release a pro-rata
         equivalent  number of shares and return  them to Wasatch  using the per
         share value set forth in paragraph 3 above.

5.       It is the intention of the parties that The Agreement not be treated as
         an income taxable event by Wasatch or the Officers until such time when
         the officers receive cash or equivalent shares distributed by the Share
         Administrator. If income taxes are assessed prematurely, Wasatch agrees
         to reimburse  such  assessments  incurred by the  Officers.  Reimbursed
         premature income tax assessments will be recovered by Wasatch when such
         shares or cash are  distributed  by the Share  Administrator  under the
         terms of The Agreement.

6.       It is the  intention of the parties to The  Agreement  that the cash or
         cash equivalent  compensation paid to the Officers would not exceed the
         amount of the interest adjusted compensation obligation.

7.       Any common  shares  remaining  in the hands of the Share  Administrator
         after  liquidation of the  compensation  obligation will be returned to
         the treasury at no cost to Wasatch.

8.       If the compensation  obligation is not fully paid after liquidating the
         shares held by the Share  Administrator  the unpaid balance will remain
         an obligation and liability of Wasatch.

9.       The Share  Administrator  assumes no  responsibility or liability other
         than the due care  necessary  to carry  out the  terms  The  Agreement.
         Wasatch and the Officers agree to hold the Share Administrator harmless
         from any liability arising from The Agreement.

It is agreed by Wasatch and the Officers that,  with their mutual  consent,  The
Agreement may be amended or terminated.

     Dated this 10 day of January, 2002

         /s/ Gary V. Heesch                            /s/ Robert Arbon
     --------------------------                        ---------------------
     Wasatch Pharmaceutical                             Robert Arbon

      /s/ Gary V. Heesch
     --------------------------                        ---------------------
     Gary V. Heesch                                     Standard Registrar

       /s/  David K. Giles
     --------------------------
     David K. Giles