Exhibit 99.1
BUSINESS CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, made this 25th day of March, 2002 by and
between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, whose address is ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (hereinafter referred to as "Attorney"), and Wasatch
Pharmaceutical, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, a Utah
corporation, (hereinafter referred to as "Company").
WITNESSETH
RECITALS
WHEREAS, the Company desires to retain Attorney's legal services as an
outside legal advisor to the Company; and
WHEREAS, the Attorney desires to render such services to the Company.
NOW THEREFORE, in consideration of the premises the mutual promises and
covenants as herein contained, the parties have agreed as follows:
1. SERVICES
The services to be rendered by Attorney shall consist of legal advisory
and consulting services to the company which shall include, but not be limited
to the following:
(a) Providing legal advise to the Company and its subsidiaries,
(b) Negotiating and preparing agreements related to acquisitions,
formation of joint ventures and other similar business ventures involving the
Company, and
(c) Negotiating and preparing agreements to acquire potential
businesses and expansion of the Company's markets in the United States.
2. TERM
This Agreement shall remain in full force and effect for an initial
period of twelve (12) months from the date hereof. This agreement will not be
exclusive to or from either party.
3. COMPENSATION
In consideration of the services that have been performed and yet to be
performed by Consultant for the Company, Company agrees to issue six million
(6,000,000) shares of common stock. These shares will be registered on the
Securities and Exchange Commission Form S-8.
4. RELATIONSHIP OF PARTIES
Attorney, which shall include all of its employees, is an independent
contractor and not an employee of the Company, and as such no employer-employee
relationship has been created by this agreement, and all documents or items to
be released by Attorney shall first be approved by the Company. Attorney will
report the shares received hereinunder as compensation due under this Agreement
and will pay any applicable taxes thereon.
5. CONFIDENTIALITY
Attorney agrees not to disclose any Confidential Information of the
Company and to take all reasonable precautions to prevent unauthorized
dissemination of any Confidential Information gained during and after this
Agreement. Attorney agrees not to use any of the Company's Confidential
Information for its own benefit or for the benefit of anyone other than the
Company. Confidential Information means information relating to the research,
development, products, methods of manufacturing, trade secrets, business plans,
customers, finances, and personnel data relating to the business affairs of the
Company. Confidential Information does not include any information: (a) which
Attorney knew before the Company disclosed it; (b) which has become publicly
known through no wrongful acts of Attorney or which Attorney developed
independently as evidenced by appropriate documentation.
6. NON-COMPETITION
To induce the Company to enter into this Agreement, Attorney covenants
and agrees that during the term of this Agreement, Attorney shall not directly
or indirectly for his own account or either, as agent, servant, or employee, or
as a shareholder of any corporation or member of any firm, own, manage, operate,
join, control, be employed by, or participate in the ownership, management,
operation, or control of any individual, entity, or business that conducts a
business that is now directly or indirectly in competition with the Company.
7. NON-SALE PROVISION
The parties hereto hereby represent to the other that the services
contracted for and to be rendered hereunder do not involve, or are not in any
way, connected to the offer or sale of securities in any capital raising
transaction.
8. GOVERNING LAWS
This Agreement shall be interpreted and governed by the laws of the
state of Utah.
9. NOTICES
All notices to be delivered hereinunder shall be deemed given if
addressed to the parties at the addresses first set forth above.
10. TERMINATION.
(a) Termination shall occur at the conclusion of the time specified
above, or in the event this Agreement or performance hereunder shall contravene
public policy, or constitute a material violation of any law or regulation of
any federal or state government agency, or either party becomes insolvent, or is
adjudicated bankrupted, or seeks the protection of any provision of the National
Bankruptcy Act, or either party is enjoined, or consents to, any order relating
to any violation of any state or federal securities law, then this Agreement
shall be terminated, and be deemed null and void upon such termination; neither
party shall be obligated hereunder and neither party shall have any further
liability to the other.
(b) Either party may terminate this Agreement upon breach by the other
party of any material provisions of this Agreement.
11. ARBITRATION
Any controversy or claim arising out of or related to this Agreement
shall be settled by arbitration in accordance with the rules and under the
auspices of the American Arbitration Association; and any arbitration shall be
conducted in the Salt Lake County, Utah. Any findings of the arbitration will be
final and enforceable in state and federal court.
12. OTHER AGREEMENTS; MODIFICATION.
(a) There may be other agreements between the parties which are not
affected by this agreement.
(b) AMENDMENT
This Agreement may not be amended or modified in any respect, except by
the mutual written agreement of the parties hereto.
(c) WAIVERS AND REMEDIES
The waiver by any of the parties hereto of any other party's prompt and
complete performance, or breach or violation, of any provision of this Agreement
shall not operate nor be construed as a waiver of any subsequent breach or
violation, and the waiver by any of the parties hereto to exercise any right or
remedy which it may possess hereunder shall not operate nor be construed as a
bar tot he exercise of such right or remedy by such party upon the occurrence of
any subsequent breach or violation.
(d) SEVERABILITY
The invalidity of any one or more of the words, phrases, sentences,
clauses, sections, or subsections contained in the Agreement shall not effect
the enforceability of the remaining portions of this Agreement or any part
hereof, all of which are inserted conditionally on their being valid in law,
and, in the event that any one or more of the words, phrases, sentences,
clauses, sections, or subsections contained in this Agreement shall be declared
invalid by a court of competent jurisdiction, this Agreement shall be construed
as if such invalid word or words, phrase or phrases, sentence or sentences,
clause or clauses, section or sections, or subsection or subsections had not
been inserted.
13. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, all of
which together shall constitute only one Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed
and their respective seals to be hereunto affixed the day and year above
written.
WASATCH PHARMACEUTICAL, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ March 25, 2002
------------------------------- -----------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, President Date
CONSULTANT
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ March 25, 2002
-------------------------------- ------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date
BUSINESS CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, made this 25st day of March, 2002 by and
between ▇▇▇▇▇▇ ▇▇▇▇▇▇, whose address is: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(hereinafter referred to as "Consultant"), and Wasatch Pharmaceutical, Inc., ▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, a Utah corporation, (hereinafter
referred to as "Company").
WITNESSETH
RECITALS
WHEREAS, the Company desires to obtain consulting services in the areas
of business relations and product marketing; and
WHEREAS, the Consultant desires to render such services to the Company.
NOW THEREFORE, in consideration of the premises the mutual promises and
covenants as herein contained, the parties have agreed as follows:
1. SERVICES
The services to be rendered by Consultant shall consist of consulting
services related to marketing the Company's produces which shall include, but
not be limited to the following:
(a) Promoting the interests of the Company products;
(b) Preparing and implementing marketing and sales plans for the
Company's products;
(c) Assisting in the public relations of Company's product and
marketing efforts;
(e) Implementing strategic plans to enhance the marketability of the
Company's products and services;
(f) Developing and assisting in the implementation of a marketing
program to enable the Company to broaden the markets for its services and
promote the image of the Company and its products and services;
(g) Advising the Company on the recruitment and employment of marketing
and sales personnel consistent with the growth of operations of the Company; and
(h) Evaluating, structuring, negotiating and closing of strategic
alliances related to marketing and selling the Company's products and services.
2. TERM
This Agreement shall remain in full force and effect for an initial
period of three (3) months from the date hereof. This agreement will not be
exclusive to or from either party.
3. COMPENSATION
In consideration of the services that have been performed and yet to be
performed by Consultant for the Company, Company agrees to issue six million
(6,000,000) shares of common stock. These shares will be registered on the
Securities and Exchange Commission form S-8.
4. RELATIONSHIP OF PARTIES
Consultant, which shall include all of its employees, is an independent
contractor and not an employee of the Company, and as such no employer-employee
relationship has been created by this agreement, and all documents or items to
be released by Consultant shall first be approved by the Company. Consultant
will report the shares received hereinunder as compensation due under this
Agreement and will pay any applicable taxes thereon.
5. CONFIDENTIALITY
Consultant agrees not to disclose any Confidential Information of the
Company and to take all reasonable precautions to prevent unauthorized
dissemination of any Confidential Information gained during and after this
Agreement. Consultant agrees not to use any of the Company's Confidential
Information for its own benefit or for the benefit of anyone other than the
Company. Confidential Information means information relating to the research,
development, products, methods of manufacturing, trade secrets, business plans,
customers, finances, and personnel data relating to the business affairs of the
Company. Confidential Information does not include any information: (a) which
Consultant knew before the Company disclosed it; (b) which has become publicly
known through no wrongful acts of Consultant or which Consultant developed
independently as evidenced by appropriate documentation.
6. NON-COMPETITION
To induce the Company to enter into this Agreement, Consultant
covenants and agrees that during the term of this Agreement, Consultant shall
not directly or indirectly for his own account or either, as agent, servant, or
employee, or as a shareholder of any corporation or member of any firm, own,
manage, operate, join, control, be employed by, or participate in the ownership,
management, operation, or control of any individual, entity, or business that
conducts a business that is now directly or indirectly in competition with the
Company.
7. NON-SALE PROVISION
The parties hereto hereby represent to the other that the services
contracted for and to be rendered hereunder do not involve, or are not in any
way, connected to the offer or sale of securities in any capital raising
transaction.
8. GOVERNING LAWS
This Agreement shall be interpreted and governed by the laws of the
state of Utah.
9. NOTICES
All notices to be delivered hereinunder shall be deemed given if
addressed to the parties at the addresses first set forth above.
10. TERMINATION.
(a) Termination shall occur at the conclusion of the time specified
above, or in the event this Agreement or performance hereunder shall contravene
public policy, or constitute a material violation of any law or regulation of
any federal or state government agency, or either party becomes insolvent, or is
adjudicated bankrupted, or seeks the protection of any provision of the National
Bankruptcy Act, or either party is enjoined, or consents to, any order relating
to any violation of any state or federal securities law, then this Agreement
shall be terminated, and be deemed null and void upon such termination; neither
party shall be obligated hereunder and neither party shall have any further
liability to the other.
(b) Either party may terminate this Agreement upon breach by the other
party of any material provisions of this Agreement.
11. ARBITRATION
Any controversy or claim arising out of or related to this Agreement
shall be settled by arbitration in accordance with the rules and under the
auspices of the American Arbitration Association; and any arbitration shall be
conducted in the Salt Lake County, Utah. Any findings of the arbitration will be
final and enforceable in state and federal court.
12. OTHER AGREEMENTS; MODIFICATION.
(a) There may be other agreements between the parties which are not
affected by this agreement.
(b) AMENDMENT
This Agreement may not be amended or modified in any respect, except by
the mutual written agreement of the parties hereto.
(c) WAIVERS AND REMEDIES
The waiver by any of the parties hereto of any other party's prompt and
complete performance, or breach or violation, of any provision of this Agreement
shall not operate nor be construed as a waiver of any subsequent breach or
violation, and the waiver by any of the parties hereto to exercise any right or
remedy which it may possess hereunder shall not operate nor be construed as a
bar tot he exercise of such right or remedy by such party upon the occurrence of
any subsequent breach or violation.
(d) SEVERABILITY
The invalidity of any one or more of the words, phrases, sentences,
clauses, sections, or subsections contained in the Agreement shall not effect
the enforceability of the remaining portions of this Agreement or any part
hereof, all of which are inserted conditionally on their being valid in law,
and, in the event that any one or more of the words, phrases, sentences,
clauses, sections, or subsections contained in this Agreement shall be declared
invalid by a court of competent jurisdiction, this Agreement shall be construed
as if such invalid word or words, phrase or phrases, sentence or sentences,
clause or clauses, section or sections, or subsection or subsections had not
been inserted.
13. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, all of
which together shall constitute only one Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed
and their respective seals to be hereunto affixed the day and year above
written.
WASATCH PHARMACEUTICAL, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ March 25, 2002
------------------------------- -----------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, President Date
CONSULTANT
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ March 25, 2002
-------------------------------- ------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇ Date
BUSINESS CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, made this 25th day of March, 2002 by and
between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, whose address is: ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇ ▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to as "Consultant"), and Wasatch
Pharmaceutical, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, a Utah
corporation, (hereinafter referred to as "Company").
WITNESSETH
RECITALS
WHEREAS, the Company desires to obtain consulting services in the areas
of business relations and product marketing; and
WHEREAS, the Consultant desires to render such services to the Company.
NOW THEREFORE, in consideration of the premises the mutual promises and
covenants as herein contained, the parties have agreed as follows:
1. SERVICES
The services to be rendered by Consultant shall consist of consulting
services related to marketing the Company's produces which shall include, but
not be limited to the following:
(a) Promoting the interests of the Company products;
(b) Preparing and implementing marketing and sales plans for the
Company's products;
(c) Assisting in the public relations of Company's product and
marketing efforts;
(i) Implementing strategic plans to enhance the marketability of the
Company's products and services;
(j) Developing and assisting in the implementation of a marketing
program to enable the Company to broaden the markets for its services and
promote the image of the Company and its products and services;
(k) Advising the Company on the recruitment and employment of marketing
and sales personnel consistent with the growth of operations of the Company; and
(l) Evaluating, structuring, negotiating and closing of strategic
alliances related to marketing and selling the Company's products and services.
2. TERM
This Agreement shall remain in full force and effect for an initial
period of three (3) months from the date hereof. This agreement will not be
exclusive to or from either party.
3. COMPENSATION
In consideration of the services that have been performed and yet to be
performed by Consultant for the Company, Company agrees to issue six million
(6,000,000) shares of common stock. These shares will be registered on the
Securities and Exchange Commission form S-8.
4. RELATIONSHIP OF PARTIES
Consultant, which shall include all of its employees, is an independent
contractor and not an employee of the Company, and as such no employer-employee
relationship has been created by this agreement, and all documents or items to
be released by Consultant shall first be approved by the Company. Consultant
will report the shares received hereinunder as compensation due under this
Agreement and will pay any applicable taxes thereon.
5. CONFIDENTIALITY
Consultant agrees not to disclose any Confidential Information of the
Company and to take all reasonable precautions to prevent unauthorized
dissemination of any Confidential Information gained during and after this
Agreement. Consultant agrees not to use any of the Company's Confidential
Information for its own benefit or for the benefit of anyone other than the
Company. Confidential Information means information relating to the research,
development, products, methods of manufacturing, trade secrets, business plans,
customers, finances, and personnel data relating to the business affairs of the
Company. Confidential Information does not include any information: (a) which
Consultant knew before the Company disclosed it; (b) which has become publicly
known through no wrongful acts of Consultant or which Consultant developed
independently as evidenced by appropriate documentation.
6. NON-COMPETITION
To induce the Company to enter into this Agreement, Consultant
covenants and agrees that during the term of this Agreement, Consultant shall
not directly or indirectly for his own account or either, as agent, servant, or
employee, or as a shareholder of any corporation or member of any firm, own,
manage, operate, join, control, be employed by, or participate in the ownership,
management, operation, or control of any individual, entity, or business that
conducts a business that is now directly or indirectly in competition with the
Company.
7. NON-SALE PROVISION
The parties hereto hereby represent to the other that the services
contracted for and to be rendered hereunder do not involve, or are not in any
way, connected to the offer or sale of securities in any capital raising
transaction.
8. GOVERNING LAWS
This Agreement shall be interpreted and governed by the laws of the
state of Utah.
9. NOTICES
All notices to be delivered hereinunder shall be deemed given if
addressed to the parties at the addresses first set forth above.
10. TERMINATION.
(a) Termination shall occur at the conclusion of the time specified
above, or in the event this Agreement or performance hereunder shall contravene
public policy, or constitute a material violation of any law or regulation of
any federal or state government agency, or either party becomes insolvent, or is
adjudicated bankrupted, or seeks the protection of any provision of the National
Bankruptcy Act, or either party is enjoined, or consents to, any order relating
to any violation of any state or federal securities law, then this Agreement
shall be terminated, and be deemed null and void upon such termination; neither
party shall be obligated hereunder and neither party shall have any further
liability to the other.
(b) Either party may terminate this Agreement upon breach by the other
party of any material provisions of this Agreement.
11. ARBITRATION
Any controversy or claim arising out of or related to this Agreement
shall be settled by arbitration in accordance with the rules and under the
auspices of the American Arbitration Association; and any arbitration shall be
conducted in the Salt Lake County, Utah. Any findings of the arbitration will be
final and enforceable in state and federal court.
12. OTHER AGREEMENTS; MODIFICATION.
(a) There may be other agreements between the parties which are not
affected by this agreement.
(b) AMENDMENT
This Agreement may not be amended or modified in any respect, except by
the mutual written agreement of the parties hereto.
(c) WAIVERS AND REMEDIES
The waiver by any of the parties hereto of any other party's prompt and
complete performance, or breach or violation, of any provision of this Agreement
shall not operate nor be construed as a waiver of any subsequent breach or
violation, and the waiver by any of the parties hereto to exercise any right or
remedy which it may possess hereunder shall not operate nor be construed as a
bar tot he exercise of such right or remedy by such party upon the occurrence of
any subsequent breach or violation.
(d) SEVERABILITY
The invalidity of any one or more of the words, phrases, sentences,
clauses, sections, or subsections contained in the Agreement shall not effect
the enforceability of the remaining portions of this Agreement or any part
hereof, all of which are inserted conditionally on their being valid in law,
and, in the event that any one or more of the words, phrases, sentences,
clauses, sections, or subsections contained in this Agreement shall be declared
invalid by a court of competent jurisdiction, this Agreement shall be construed
as if such invalid word or words, phrase or phrases, sentence or sentences,
clause or clauses, section or sections, or subsection or subsections had not
been inserted.
13. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, all of
which together shall constitute only one Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed
and their respective seals to be hereunto affixed the day and year above
written.
WASATCH PHARMACEUTICAL, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ March 25, 2002
------------------------------- -----------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, President Date
CONSULTANT
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ March 25, 2002
-------------------------------- ------------------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date
BUSINESS CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT, made this 25th day of March, 2002 by and
between ▇▇▇▇ ▇▇▇▇▇▇▇▇, (hereinafter referred to as "Consultant"), and Wasatch
Pharmaceutical, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, a Utah
corporation, (hereinafter referred to as "Company").
WITNESSETH
RECITALS
WHEREAS, the Company desires to obtain consulting services; and
WHEREAS, the Consultant desires to render such services to the Company.
NOW THEREFORE, in consideration of the premises the mutual promises and
covenants as herein contained, the parties have agreed as follows:
1. SERVICES
The services to be rendered by Consultant shall consist of consulting
services related to marketing the Company's produces which shall include, but
not be limited to the following:
(a) Promoting the interests of the Company products;
(b) Preparing and implementing marketing and sales plans for the
Company's products;
(c) Assisting in the public relations of Company's product and
marketing efforts;
(m) Implementing strategic plans to enhance the marketability of the
Company's products and services;
(n) Developing and assisting in the implementation of a marketing
program to enable the Company to broaden the markets for its services and
promote the image of the Company and its products and services;
(o) Advising the Company on the recruitment and employment of marketing
and sales personnel consistent with the growth of operations of the Company; and
(p) Evaluating, structuring, negotiating and closing of strategic
alliances related to marketing and selling the Company's products and services.
2. TERM
This Agreement shall remain in full force and effect for an initial
period of three (3) months from the date hereof. This agreement will not be
exclusive to or from either party.
3. COMPENSATION
In consideration of the services that have been performed and yet to be
performed by Consultant for the Company, Company agrees to issue six million
(6,000,000) shares of common stock. These shares will be registered on the
Securities and Exchange Commission form S-8.
4. RELATIONSHIP OF PARTIES
Consultant, which shall include all of its employees, is an independent
contractor and not an employee of the Company, and as such no employer-employee
relationship has been created by this agreement, and all documents or items to
be released by Consultant shall first be approved by the Company. Consultant
will report the shares received hereinunder as compensation due under this
Agreement and will pay any applicable taxes thereon.
5. CONFIDENTIALITY
Consultant agrees not to disclose any Confidential Information of the
Company and to take all reasonable precautions to prevent unauthorized
dissemination of any Confidential Information gained during and after this
Agreement. Consultant agrees not to use any of the Company's Confidential
Information for its own benefit or for the benefit of anyone other than the
Company. Confidential Information means information relating to the research,
development, products, methods of manufacturing, trade secrets, business plans,
customers, finances, and personnel data relating to the business affairs of the
Company. Confidential Information does not include any information: (a) which
Consultant knew before the Company disclosed it; (b) which has become publicly
known through no wrongful acts of Consultant or which Consultant developed
independently as evidenced by appropriate documentation.
6. NON-COMPETITION
To induce the Company to enter into this Agreement, Consultant
covenants and agrees that during the term of this Agreement, Consultant shall
not directly or indirectly for his own account or either, as agent, servant, or
employee, or as a shareholder of any corporation or member of any firm, own,
manage, operate, join, control, be employed by, or participate in the ownership,
management, operation, or control of any individual, entity, or business that
conducts a business that is now directly or indirectly in competition with the
Company.
7. NON-SALE PROVISION
The parties hereto hereby represent to the other that the services
contracted for and to be rendered hereunder do not involve, or are not in any
way, connected to the offer or sale of securities in any capital raising
transaction.
8. GOVERNING LAWS
This Agreement shall be interpreted and governed by the laws of the
state of Utah.
9. NOTICES
All notices to be delivered hereinunder shall be deemed given if
addressed to the parties at the addresses first set forth above.
10. TERMINATION.
(a) Termination shall occur at the conclusion of the time specified
above, or in the event this Agreement or performance hereunder shall contravene
public policy, or constitute a material violation of any law or regulation of
any federal or state government agency, or either party becomes insolvent, or is
adjudicated bankrupted, or seeks the protection of any provision of the National
Bankruptcy Act, or either party is enjoined, or consents to, any order relating
to any violation of any state or federal securities law, then this Agreement
shall be terminated, and be deemed null and void upon such termination; neither
party shall be obligated hereunder and neither party shall have any further
liability to the other.
(b) Either party may terminate this Agreement upon breach by the other
party of any material provisions of this Agreement.
11. ARBITRATION
Any controversy or claim arising out of or related to this Agreement
shall be settled by arbitration in accordance with the rules and under the
auspices of the American Arbitration Association; and any arbitration shall be
conducted in the Salt Lake County, Utah. Any findings of the arbitration will be
final and enforceable in state and federal court.
12. OTHER AGREEMENTS; MODIFICATION.
(a) There may be other agreements between the parties which are not
affected by this agreement.
(b) AMENDMENT
This Agreement may not be amended or modified in any respect, except by
the mutual written agreement of the parties hereto.
(c) WAIVERS AND REMEDIES
The waiver by any of the parties hereto of any other party's prompt and
complete performance, or breach or violation, of any provision of this Agreement
shall not operate nor be construed as a waiver of any subsequent breach or
violation, and the waiver by any of the parties hereto to exercise any right or
remedy which it may possess hereunder shall not operate nor be construed as a
bar tot he exercise of such right or remedy by such party upon the occurrence of
any subsequent breach or violation.
(d) SEVERABILITY
The invalidity of any one or more of the words, phrases, sentences,
clauses, sections, or subsections contained in the Agreement shall not effect
the enforceability of the remaining portions of this Agreement or any part
hereof, all of which are inserted conditionally on their being valid in law,
and, in the event that any one or more of the words, phrases, sentences,
clauses, sections, or subsections contained in this Agreement shall be declared
invalid by a court of competent jurisdiction, this Agreement shall be construed
as if such invalid word or words, phrase or phrases, sentence or sentences,
clause or clauses, section or sections, or subsection or subsections had not
been inserted.
13. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, all of
which together shall constitute only one Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed
and their respective seals to be hereunto affixed the day and year above
written.
WASATCH PHARMACEUTICAL, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ March 25, 2002
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▇▇▇▇ ▇. ▇▇▇▇▇▇, President Date
CONSULTANT
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ March 25, 2002
-------------------------------- ------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇ Date
COMPENSATION AGREEMENT
Addendum to Employment Agreement
This compensation agreement is entered into between ▇▇▇▇▇ ▇▇▇▇▇, CFO of Wasatch
Pharmaceutical, Inc., hereinafter referred to as "▇▇▇▇▇" and Wasatch
Pharmaceutical, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
hereinafter referred to as "Wasatch".
Prior to 2002, Wasatch entered into a contracted with ▇▇▇▇▇ to service
as CFO and provide consulting and management services to Wasatch. During the
performance of these services, Wasatch has not been able to pay the salary
promised to ▇▇. ▇▇▇▇▇. As partial compensation for the services rendered to
Wasatch which remain unpaid, pursuant to ▇▇. ▇▇▇▇▇' employment, Wasatch agrees
to Six Million (6,000,000) shares of common stock of Wasatch. These shares will
be registered on the Securities and Exchange Commission Form S-8.
This document shall be addendum to ▇▇. ▇▇▇▇▇ employment agreement with
Wasatch.
Dated this 25th day of March, 2002
WASATCH PHARMACEUTICAL, INC.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------- ----------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇, CEO ▇▇▇▇▇ ▇▇▇▇▇
COMPENSATION AGREEMENT
Addendum to Employment Agreement
This Compensation Agreement is entered into between ▇▇▇▇ ▇▇▇▇▇▇, CEO of Wasatch
Pharmaceutical, Inc., hereinafter referred to as "▇▇▇▇▇▇" and Wasatch
Pharmaceutical, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
hereinafter referred to as "Wasatch".
Prior to 2002, Wasatch entered into a contracted with ▇▇▇▇▇▇ to service
as CEO and provide consulting and management services to Wasatch. During the
performance of these services, Wasatch has not been able to pay the salary
promised to ▇▇. ▇▇▇▇▇▇. As partial compensation for the services rendered to
Wasatch which remain unpaid, pursuant to ▇▇. ▇▇▇▇▇▇'▇ employment, Wasatch agrees
to Six Million (6,000,000) shares of common stock of Wasatch. These shares will
be registered on the Securities and Exchange Commission Form S-8.
This document shall be addendum to ▇▇. ▇▇▇▇▇▇ employment agreement with
Wasatch.
Dated this 25th day of March, 2002
WASATCH PHARMACEUTICAL, INC.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, Corporate Secretary ▇▇▇▇ ▇▇▇▇▇▇