Exhibit 10.1


                           Consultant Stock Plan 2002

THIS CONSULTANT STOCK PLAN 2001 ("Plan") is made effective as of May 6, 2002 by
WASATCH PHARMACEUTICAL, INC. ("Company"), for various consultants as designated
by the Board ("Consultants").


                                R E C I T A L S:

     The Company wishes to grant, and the Consultants wish to receive, as
compensation for consultation services to the Company, a total of 380,000,000
Shares of the common stock of the Company ("Common Stock"), all pursuant to the
provisions set forth herein;

     NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars,
premises, mutual promises, covenants, terms and conditions herein, and other
good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged by the parties, by issuing the Shares and by the Consultant
accepting the Shares, including any Options relating to the Shares, the parties
agree as follows:

     1.  Grant  of  Shares.  The Company hereby grants to the Consultants shares
of Common Stock, up to 380,000,000 shares (the "Shares") in the Company. The
Shares may be issued for a period of one year, as the duration of the Plan, and
may be issued under stock options on terms fixed by the Board of Directors and
confirmed with the respective Consultant.

     2.  Services.  Consultants have been engaged by the Company and the Company
has received business consultation services and/or promises of additional
services. Services may be detailed in additional documentation, including
confirmatory letters and agreements, as provided to one or more officers of the
Company, or may be provided as otherwise acceptable to the officers.

     3.   Compensation.  The  Consultants  are  not  entitled  to  receive  cash
compensation, unless and until any agreement to the contrary is reached with any
particular Consultant. Consultants' sole compensation is the Shares identified
herein, unless the parties agree otherwise as in the case of options.

     4.  Registration  or  Exemption.  Notwithstanding  anything to the contrary
contained herein, the Shares may not be issued unless the Shares are registered
pursuant to the Securities Act of 1933, as amended ("Act").

     5.  Delivery  of  Shares.   The Company shall deliver, subject to the terms
and conditions of this Plan, to each Consultant, as soon as practicable, a
Certificate representing the Shares. Each Consultant agrees to be bound by the
terms and conditions under the Plan by accepting delivery of the Shares, and any
other terms individually agreed to in writing by the parties.

     6.  Company's  Rights.  The  existence of the Shares and/or this Plan shall
not  affect  in  any  way  the  rights  of  the Company to conduct its business.

     7.  Disclosure.  Each Consultant agrees to having read and fully considered
the  disclosures  under  Exhibit  "A" attached hereto and incorporated herein by
reference.

     8.  Amendments.  This Plan may not be amended unless by the written consent
of  Board.

     9.  Governing  Law. This Plan shall be governed by the laws of the State of
Utah, and the sole venue for any action arising hereunder or in connection
herewith shall be a court of competent jurisdiction in the state of the
headquarters of the Company.

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     10.  Binding  Effect.  This  Plan shall be binding upon and for the benefit
of the parties hereto and their respective heirs, permitted successors, assigns
and/or delegates.

     12.  Captions.  The  captions  herein  are  for  convenience  and shall not
control  the  interpretation  of  this  Plan.

     11.  Cooperation.  The parties agree to execute such  reasonable  necessary
documents upon advice of legal counsel in order to carry out the intent and
purpose of this Plan as set forth hereinabove.

     12.  Gender  and Number.  Unless the context otherwise requires, references
in this Plan in any gender shall be construed to include all other genders,
references in the singular shall be construed to include the plural, and
references in the plural shall be construed to include the singular.

     13.  Severability.   In  the event anyone or more of the provisions of this
Plan shall be deemed unenforceable by any court of competent jurisdiction for
any reason whatsoever, this Plan shall be construed as if such unenforceable
provision had never been contained herein.

By order of the Board of Directors

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                            EXHIBIT "A" to Stock Plan

Item 1 - Plan Information

     (a)  General Plan Information

     1. The title of the Plan is: Consultant Stock Plan 2002 ("Plan") and the
name of the registrant whose securities are to be offered pursuant to the Plan
is WASATCH PHARMACEUTICAL, INC. ("Company").

     2. The general nature and purpose of the Plan is to grant Consultants a
total of 380,000,000 shares of the Common Stock of the Company as compensation
for consultation services for the Company.

     3. To the best of Company's knowledge, the Plan is not subject to any of
the provisions of the Employee Retirement Income Security Act of 1974, as
amended or replaced by any subsequent law.

     4. (a) The Company shall act as Plan Administrator. The Company's address
and telephone number is: WASATCH PHARMACEUTICAL, INC., 310 East 4500 South,
Suite 450, Murray, Utah 84107, (801) 266-4668. The Company, as administrator of
the Plan, will merely issue to the Consultants shares of Common Stock pursuant
to the terms of the Plan, which may also include shares under Options.

     (b) Securities to be Offered. Pursuant to the terms of the Plan,
     380,000,000 shares of the Company's Common Stock will be offered, and may
     be offered under Options.

     (c) Employees Who May  Participate  in the Plan.  Consultants  are the sole
     participants in this Plan. Consultants are eligible to receive the
     securities provided the securities have been registered or are exempt from
     registration under the Securities Act of 1933, as amended (the "Act").

     (d) Purchase of  Securities  Pursuant to the Plan.  The Company shall issue
     and  deliver  the   underlying   securities  to  Consultants  as
     soon  as practicable.

     (e) Resale  Restrictions.
     Consultants may assign, sell, convey or otherwise transfer the securities
     received, subject to the requirements of the Act.

     (f) Tax Effects of Plan Participation. The Plan is not qualified under Sec.
     401 of the Internal Revenue Code of 1986, as amended or replaced by any
     subsequent law.

     (g) Investment of Funds. n/a

     (h) Withdrawal from the Plan; Assignment of Interest. Withdrawal or
     termination as to the Plan may occur upon determination of the Company.
     Consultants have the right to assign or hypothecate Consultant's interest
     in the Plan, subject to Plan provisions.

     (i) Forfeitures and Penalties. n/a

     (j) Charges and Deductions and Liens Therefore. n/a

Item  2 Registrant  Information  and  Employee  Plan  Annual  Information.
Registrant, upon oral or written request by Consultants, shall provide, without
charge, the documents incorporated by reference in Part II, Item 3 of Company's
Form S-8 Registration Statement for the securities as well as any other
documents required to be delivered pursuant to SEC Rule 428(b) (17 CFR Section
230.428(b)). All requests are to be directed to the Company at the address
provided above.