Financial Consulting Agreement

Financial Consulting Agreement


         THIS  AGREEMENT  is made and  entered  into as of this 3 day of  March,
1999, and is made by and between The Vector Group,  LLC, and California  Limited
Liability  Company,  (hereinafter  referred to as the "Consultant") and, Wasatch
Pharmaceutical, a Utah Corporation, (hereinafter referred to as the "Company").


         WHEREAS,  the Company is desirous of obtaining for Consultant financial
advice and consulting services (hereinafter referred to as the "Services"), and;

         WHEREAS,  Consultant is experienced in providing financial advisory and
consulting services such as the Services desired by the Company, and;

         WHEREAS,  the  Company  desires to retain  Consultant  to  provide  the
Services  and  Consultant  desires to be retained to provide the Services to the
Company, and;

         WHEREAS,  Consultant will devote substantial time and incur substantial
expense in connection  with the provision of the Services to the Company,  under
and pursuant to the terms of this Agreement, and;

         WHEREAS,  in consideration  for Consultant  agreeing to devote the time
and incur the expense in performing the Services under and pursuant to the terms
of this  Agreement,  the Company  agrees to pay  Consultant  the  considerations
called for in this Agreement.

         NOW,  THEREFORE,  in consideration of the promises and mutual covenants
herein set forth, the Company and Consultant hereby agree as follows:


         Section  1.  CONSULTING  SERVICES.  Consultant  shall  provide  to  the
Company,  when and as  requested  by the  Company,  from time to time and during
normal business hours,  financial and business  consultation services and advice
concerning, nut not limited to:

                  (i)  creating  and  executing  plans for the  financing of the
                  expansion  and  growth  of  the  operations  of  the  Company,
                  including   public  or  private   offering  of  the  Company's

                  (ii) acting as the liaison for the Company with respect to any
                  broker-dealers utilized for any such financing,  including the
                  coordination   of  all  selling   efforts  of  the   Company's
                  securities  and the  creation  of a  selling  group  and/or  a
                  selling  syndicate;  

                  (iii) engaging market makers for the Company's publicly traded

                  (iv) determining the structure of and evaluating any proposals
                  for financing of the Company's operation;

                  (v) establishing escrow arrangements;

                  (vi) arranging the printing of any documents  required for any
                  offering  of the  Company's  securities  and  overseeing  such

                  (vii)  participating in the selection and supervision of legal
                  counsel  and  auditors  for  the  Company  which  counsel  and
                  auditors must be deemed qualified by Consultant to perform the
                  services required of them;

                  (viii)   supervising   shareholder  and  investor   relations,
                  including  hiring of a  financial  public  relations  firm and
                  participating  in the  preparation of annual reports and other
                  press or public releases of information;

                  (ix) providing  long term  business,  managerial and financial

                  (x)  analyzing  corporate   reorganization  an  expansion  and
                  investigating merger and/or acquisition opportunities;

                  (xi) determining the Company's capital structure; and,

                  (xii)  assisting in  borrowings  and other method of financing
                  required by the Company;

         Section 2. ADDITIONAL  SERVICES.  In connection with the services to be
provided by Consultant,  Consultant  shall compile all due diligence  related to
and required by the  performance  of the services  hereunder.  Consultant  shall
assist the Company in the accumulation of any due diligence  material and in the
preparation  of any and all on behalf of the  Company  as deemed  necessary  and
appropriate  in  connection  with the  Services to be  rendered  by  Consultant.
Notwithstanding  the  foregoing,  Consultant  shall be under  no  obligation  to
provide  Services  for any  minimum  number of hours per month  during  the term
hereof.  Any  services,  if  requested,  such as rendering  opinions on specific
transactions, will be the subject of separate agreements between the Company and
Consultant if not otherwise covered hereunder.

         Section 3. TERM OF AGREEMENT.  This Agreement shall become effective as
of the date first written above and shall continue for a period of one (1) year,
(hereinafter,   the  "Term").  This  Agreement  shall  automatically  renew  for
consecutive   additional  terms  unless  either  party  hereto  terminates  this
Agreement by written  notice at least 30 days prior to the  expiration of a Term
or as per other terms and conditions stated herein.

         Section 4. SCOPE OF RETENTION. The Company hereby retains Consultant as
its exclusive financial advisor during the Term of this Agreement.  In the event
that the Company does not call upon  Consultant to perform  Services  during the
Term of this Agreement,  the Company shall nonetheless  remain liable to pay the
fee set forth in Section 5, infra.

         Section 5. COMPENSATION.  As compensation for the Services, the Company
shall pay  Consultant  upon  execution of this Agreement the sum of Seventy Five
Thousand  Dollars  ($75,000.00).  Which sum shall be treated as a non-refundable
retainer  (the  "Retainer").  Consultant  has elected to receive  payment of the
Retainer in a non-cash  transaction in which the fee set forth in this Section 5
shall be  considered  paid in full by delivery to  Consultant  the amount of One
Million  Five  Hundred  Thousand  (1,500,000)  shares  of the  Company's  common
non-restricted and free trading stock (hereinafter, the "Shares").

         Section  6.  PAYMENT OF  REASONABLE  COSTS.  Company  shall pay for all
Consultant's  reasonable  out-of-pocket  expenses,   including  its  travel  and
entertainment,  incurred by  Consultant in connection  with  performance  of the
Services pursuant  hereunder.  However,  any expenses above ONE THOUSAND DOLLARS
Consultant shall notify Company prior to incurring such expense.

         Section 7.  NON-CIRCUMVENTION.  This Agreement requires the services of
third parties such as market makers,  broker-dealers  or financial  institutions
(hereinafter,  collectively  referred  to  as  "Sources")  doing  business  with
Consultant  concerning  this  Agreement.  As soon as practicable  after the date
first written above the Company which listed  Sources shall be excluded from the
provisions of this Section 7.  Notwithstanding the foregoing,  prior to engaging
on behalf of the Company any Source not listed,  Consultant  will  identify such
unlisted  Source in writing to the Company,  and the Company shall have Five (5)
business  days to provide  proof to the  satisfaction  of  Consultant  that such
unlisted Source is, in fact, already known to the Company.

With respect to any Source  determined  not to be already  known to the Company,
the Company  warrants  that it shall not,  and shall use  reasonable  efforts to
cause its partners, officers, employees, affiliates or associates not to, during
the  Term  and for a  period  of Two (2)  years  following  the  termination  or
expiration of this Agreement:

                  (i)  disclose to any other party the  identity of any such not
                  already known Source; and,

                  (ii) make any contact,  or otherwise  become involved with any
                  such not already  known Source in any  transaction  for or, on
                  behalf of, the Company.

The Company  agrees that any such  unauthorized  disclosure  and/or contact will
cause irreparable harm and significant  financial injury to Consultant and that,
should  legal  action  be  required  by  Consultant  to remedy  any harm  and/or
financial  injury,  the financial burden of costs and remedies shall be borne by
the Company.

         Section 8.  COUNTERPARTS.  This  Agreement  may be executed in multiple
counterparts,  each of which shall be deemed an original  and all of which taken
together shall be but a single instrument.

         Section 9. EXPERT TESTIMONY. Should Consultant or any of its employees,
contractors  or affiliates be required to testify in the event of any litigation
relating to matters with respect to which Consultant has expertise, such as, for
example,  matters similar to the Services pursuant hereunder, the Company agrees
to pay  Consultant  or its  designee,  the per diem rate  customary  for experts
providing such expert testimony in the  jurisdiction  where such testimony is to
be provided,  plus reasonable out of pocket expenses,  for all time required for
such testimony.

         Section  10.  INDEMNIFICATION.  The  Company  and  Consultant  agree to
indemnify  and hold the  other  party  and all of the  other  party's  officers,
directors,  employees,  affiliates and agents  harmless from and against any and
all  manner of  actions,  causes of action,  claims,  demands,  costs,  damages,
liabilities, losses, obligation and expenses, (including actual attorneys' fees)
arising or resulting from or related to Consultant's performance of the Services
pursuant hereunder.

         Section 11. INDEPENDENT  CONTRACTOR.  Consultant and the Company hereby
acknowledge and agree that Consultant is an independent  contractor and is not a
licensed  broker-dealer.  Consultant  shall not hold itself out as, not shall it
take any action from which  others might infer that it is a partner or agent of,
or a joint  venture with the  Company.  In  addition,  Consultant  shall take no
action which binds, or purports to bind the Company.

         Section  13.  LAW;  FORUM AND  JURISDICTION.  This  Agreement  shall be
construed  and  interpreted  in  accordance  with  the  laws  of  the  State  of
California.  The parties agree that any dispute arising under or with respect to
or in connection with this Agreement,  whether during the Term of this Agreement
or at any subsequent  time,  shall be resolved fully and  exclusively by binding
arbitration  in  accordance  with  the  commercial  rules  then in  force of the
American  Arbitration  Association  and  the  proceedings  taking  place  in Los
Angeles, California.

         Section 14. NOTICES.  Any notices or other  communications  required or
permitted hereunder shall be sufficiently given if personally delivered, or sent
by express mail or telegram, or transmitted by fax addressed as set forth herein

                  If to Consultant:

                  The Vector Group, LLC
                  6320 Canoga Ave.
                  15th Floor
                  Woodland Hills, California 91367
                  Tel: (818) 980-8300
                  Fax: (818) 227-5099
                  Attn: Richard Dorfman, President

                  If to Company:

                  Wasatch Pharmaceutical Inc.
                  714 East 7200 South
                  Midvale, Utah 84047
                  Tel: (801) 566-9688
                  Fax: (801) 566-9680
                  Attn: Gary V. Heesch, CEO

The parties may change their  address to any other address as shall be furnishes
by written  notice  from any party  changing  address to the other  party in the
manner  for  giving  notices  as set forth in this  Section  14.  Any  notice or
communication  given pursuant hereunder shall be deemed to have been given as of
the date so delivered, sent, or transmitted.

         Section 15. ATTORNEY'S FEES. In the event that any party institutes any
action to enforce this Agreement or to secure relief from any default  hereunder
or breach hereof,  the prevailing party shall be entitled to reimbursement  from
the non-prevailing  party for all costs,  including  reasonable  attorneys' fees
incurred in connection  therewith  and in enforcing or  collecting  any judgment
rendered therein.

         Section 16.  CONFIDENTIALITY.  Each party hereto  agrees with the other
party  hereto  that,  unless  and until  mutually  agreed  upon,  they and their
representatives will hold in strict confidence all data and information obtained
with   respect  to  the  other  party  or  any   subsidiary   thereof  from  any
representative,  officer, director, or employee, or from any books or records or
from personal  inspection,  of such other party,  and shall not use such data or
information or disclose the same to others, except:

                  (i) to the  extent  such  data or  information  are  matter of
                  public knowledge or are required by law to be published; and,

                  (ii) to the extent that such data or information  must be used
                  or  disclosed  in  order  to   consummate   the   transactions
                  contemplated by this Agreement.

         Section 17. TERMINATION. This Agreement may be terminated by Consultant
during the Term  hereof by notice to the  Company in the event that the  Company
shall have provided inaccurate or misleading information, of any type or nature,
to the  Consultant,  or failed or been  unable to comply  with any of the terms,
conditions  or  provisions  of this  Agreement  on the part of the Company to be
performed,  complied  with or fulfilled  within the  respective  times,  if any,
herein  provided  for,  unless  compliance   therewith  or  the  performance  or
satisfaction thereof shall have been expressly waived by Consultant in writing.

Any  termination of this Agreement  pursuant to this Section 16 shall be without
liability of any character  (including,  but not limited to, loss of anticipated
profits or  consequential  damages) on the part of the Company,  except that the
Company shall remain  obligated to pay the fees,  other  compensation  and costs
otherwise to be paid, as set forth in Section 5 and 6 hereof.

         Section 18. THIRD PARTY  BENEFICIARIES.  This Agreement is solely among
and between  Consultant  and the Company and,  except as  specifically  provided
herein,  no  creditor,   director,   officer,   stockholder,   employee,  agent,
independent  contractor  or any other  person or entity  shall be deemed to be a
third party beneficiary of this Agreement.

         Section 19. SURVIVAL, TERMINATION. The representations,  warranties and
covenants  of the  respective  parties  shall  survive the  consummation  of the
transactions herein contemplated.

         Section 20. AMENDMENT OR WAIVER. Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred herein,
at law, or in equity, and may be enforced concurrently  herewith,  and no waiver
by any party of the  performance  of any  obligation by the other party shall be
construed  as a waiver  of the same or any other  obligation  or  default  then,
theretofore,  or thereafter  occurring or existing.  At any time during the Term
this  Agreement may be amended by a written  amendment  executed by the parties,
hereto,  with  respect  to any of the terms  contained  herein,  and any term or
condition of this Agreement may be waived or the time for performance hereof may
be extended by a written notice executed by the waiving or extending party.

         Section 21.  INCORPORATION OF RECITALS.  All of the recitals hereof are
incorporated by this reference and are made a part hereof as though set forth at
length herein.

         Section  22.  HEADINGS;  CONTEXT.  The  headings  of the  sections  and
paragraphs contained in this Agreement are for convenience of reference only, do
not form a part  hereof,  and in no way modify or  construe  the meaning of this

         Section 23.  BENEFIT.  This  Agreement  shall be binding upon and shall
inure only to the benefit of the parties  hereto,  and their  assigns  permitted
hereunder.  This Agreement  shall not be assigned by any party without the prior
written consent of the other party.

         Section 24. SEVERABILITY. In the event that any particular provision or
provisions of this Agreement shall for any reason  hereafter by determined to be
unenforceable,  or in violation of any law,  governmental  order or  regulation,
such  unenforceability or violation shall not affect the remaining provisions of
this  Agreement,  which  shall  continue in full force and effect and be binding
upon the respective parties hereto.

         Section 25. NOT STRICT  CONSTRUCTION.  The  language of this  Agreement
shall be construed as a whole, according to its fair meaning and intent, and not
strictly for or against  either party  hereto,  regardless of who drafted or was
principally  responsible  for drafting the  Agreement or the terms or conditions

         Section  26.  EXECUTION  KNOWING  AND  VOLUNTARY.   In  executing  this
Agreement, the parties severally acknowledge and represent that each:

                  (i)  has  fully  and  carefully  read  and   considered   this

                  (ii) has been or has had the  opportunity to be fully apprised
                  by its  attorneys  of the legal  effect  and  meaning  of this
                  Agreement and all terms and conditions hereof;

                  (iii) has been afforded the opportunity to negotiate as to any
                  and all terms hereof; and,

                  (iv) is executing  this Agreement  voluntarily,  free from any
                  influence, coercion or duress of any kind.

         Section 27. ENTIRE  AGREEMENT.  This  Agreement  represents  the entire
agreement between the parties hereto relating to the subject matter hereof. This
Agreement  alone fully and  completely  expresses  the  agreement of the parties
relating to the subject matter hereof and there are no other courses of dealing,
understandings,  representations  or warranties,  written or oral, except as set
forth herein. This Agreement may not be amended or modified, except by a written
agreement signed by all parties hereto.

IN WITNESS HEREOF,  the parties hereto have executed or caused this Agreement to
be executed as of the date first above written.


The Vector Group, LLC
By: /s/ Richard Dorfman
   Richard Dorfman, President


Wasatch Pharmaceutical, Inc.
By: /s/ Gary V. Heesch
   Gary V. Heesch, CEO