AGREEMENT


THIS AGREEMENT is made and entered into this 23rd day of February,  1998, by and
among  Mountaineer  Gas  Transmission,  Inc.,  whose address is 408 37th Street,
Parkersburg,  West  Virginia  26101,  hereinafter  referred to as ("MGT"),  and
Wasatch  Pharmaceutical,  Inc.,  whose address is 714 East 7200 South,  Midvale,
Utah 84047, hereinafter referred to as ("WASP").

                               W I T N E S S E T H

WHEREAS,  WASP is the owner of a  twenty-five  percent  interest  in certain gas
properties  located in West Virginia,  as shown in Exhibit A of this  agreement;
and,

WHEREAS,  MGT wishes to purchase the afore  mentioned gas properties with common
stock of WASP.

NOW THEREFORE the parties agree as follows.

1. MGT will provide  WASP with the  Assignments  for the  assignment of interest
of twenty-five percent of the working interest of the gas properties.

2. WASP will execute the  Assignments  (sign and notarize each  Assignment)  and
return the assignments to MGT via overnight courier.

3. Upon  receipt  of the  executed  assignments,  MGT will  forward  to WASP one
million eight hundred thousand shares of Wasatch Pharmaceutical,  Inc. issued to
International  Casualty  and  Surety  Co.,  Ltd.  As shown in  Exhibit B of this
agreement.  MGT will  deliver the shares  same day via  overnight  courier  upon
receipt of the executed Assignments.

By the execution and completion of this Agreement, Mountaineer Gas Transmission,
Inc. will forgive any costs associated with the operation of the afore mentioned
gas wells from the original purchase of the properties,  plus any past or future
liabilities, to the current date.

This is the entire agreement, any changes,  modifications, or amendments must be
made in writing, agree by both parties.

This  Agreement will be deemed to have been construed and delivered in the State
of West Virginia and governed by the laws of the State of West Virginia.

MOUNTAINEER GAS TRANSMISSION, INC.                WASATCH PHARMACEUTICAL, INC.



/s/  Tyghe Williams                                   /s/  Gary V. Heesch
- ----------------------------------                   ---------------------------
BY:   TYGHE WILLIAMS, PRESIDENT                   BY:   GARY V. HEESCH, CHAIRMAN