Exclusive Distribution Agreement

This Distribution Agreement is entered into as of August 1, 2000, by and
between Desert Health Products Inc. ("DHPI") Scottsdale, Arizona 85260 U.S.A.

                                     and

Silmarc Pharma s.r.l., Via Salicchi, 893 - S. Marco -55100 Lucca, Italy

1. Definitions.

Products means dietary supplements and other products specified on attached
price list and their new formulation or extended indication.

Additional products means any new additional products incorporated into the
existing Agreement.

Territory means Italy, Republic of San Marino and Vatican State.

Additional territories means any new additional territories incorporated into
the Agreement according to the provisions set forth in Schedule 3A)

Affiliate means persons or entities that directly or indirectly through one
or more intermediaries control or are controlled by or are under common
control with a specified party. The term control (including the terms
controlled by and under common control with) means the possession directly or
indirectly of the power to direct of cause the direction of the management
and policies of an entity whether through the ownership of voting securities
by contract or otherwise.

Adverse events means any undesirable event (from any source including
consumers) reported to Silmarc Pharma, or of which Silmarc Pharma becomes
aware associated with the use of the Products in humans. This includes events
experienced in the course of use. DHPI accepts no liability beyond what
insurance is or may be in accordance with the product liability, as per
attached copy of the insurance.

Effective Date means the date on which this Agreement takes effect that, for
the purpose of this contract, is its signature.

Term shall commence on the Effective Date and, unless terminated sooner
pursuant to Article 9 hereof, continue through a period of five (5) years as
of the Effective Date.

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2. Distribution.

 DHPI agrees to grant Silmarc Pharma a 60 days first right of refusal to
 distribute In Italy any other new products inserted into its product
 portfolio on terms and conditions at least equal to the terms and
 conditions promised by any third parties.

 DHPI is entitled to sell any product refused by Silmarc Pharma in the
 Territory under a non DHPI label with the exception of the provisions
 outlined in paragraph 6 incorporated here-in.

3. Exclusivity.

 DHPI hereby appoints Silmarc Pharma as of the Effective Date its exclusive
 distributor for the Products in Addendum A in the Territory for the Term
 thereof.

 During the Term Silmarc Pharma shall not promote the sales of the Products
 outside of the Territory, unless previously agreed with D1HPI. However,
 Silmarc Pharma is entitled to sell the Products in the Territory using
 third parties or directly through its sales force.

     a) Within 3 months from Effective Date, Silmarc Pharma will provide a
     list to DHPI of the additional territories Silmarc Pharma is currently
     contemplating doing business in with the DHPI label. DHPI will notify
     Silmarc Pharma within 60 days from receipt of the request whether or
     not the requested territory is available to be added to the current
     contract in effect. If the requested territory is added to the
     existing contract, then the parties will convene to duly revise the
     annual minimum order set forth in Article 7.

4. Orders and Payments.

 Silmarc Pharma will Issue a valid purchase order at least 4 to 6 weeks
 before the requested delivery date to Silmarc Pharma's warehouse or any
 other location designated by Silmarc Pharma in the order.

 Nevertheless Silmarc Pharma reserves the right to adjust the last order
 within 20 days from the issuance date of the order and such deviation will
 be in the range of +/-20%.

 The products price list is attached to this agreement which is valid as of
 the Effective Date of the Agreement.

 The prices are in US $, FCA our warehouse in Scottsdale, A7- U.S.A.
 Initial order must be placed within 90 days from the Date of obtainment
 by Silmarc Pharma of all the necessary authorizations from the local
 Health Authorities for the marketing of the products in the Territory.

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 The parties agree that total annual purchases are subject to discounts set
 forth in the following table:

          * up to US $ 300.000   no discount

          *from US$ 300.000 to 1 .000-000 2% discount

          *over US$ 1.000.000    4% discount

 The discounts indicated above will be credited to Silmarc Pharma within the
 month of January based upon the whole purchases made during the previous
 calendar year.

 DHPI agrees to give Silmarc Pharma a written notice about any price
 increase from January 1 the following year, before September 30th.

 With every order Silmarc Pharma shall pay 50% of the amount with the order,
 and the balance, minus 1 % discount for the 50% up-front, to be paid
 against documents.

5. Silmarc Pharma's Obligations.

 Silmarc Pharma hereby agrees to use its reasonable efforts to market, sell
 and distribute the Products in the Territory and to do all things
 reasonably necessary or advisable to establish and maintain the Products as
 high performing products in the markets in the Territory.

6. Desert Health Products Inc. Obligations.

 DHP1 warrants that all of the Products sold and delivered to Silmarc Pharma
 hereunder shall be manufactured according to the GMP rules and shall comply
 with the Products specifications set forth in Addendum B (as evidenced by a
 Certificate of Analysis or other comparable documents accompanying
 shipments of Products from DHPI to Silmarc Pharma) and shall be packaged
 and labeled in conformity with and shall meet or exceed all standards of
 quality imposed by the applicable laws and rules and regulations
 promulgated thereunder in effect in the Territory as the same shall be
 notified from time to time by Silmarc Pharma to DHPL Marks, trade names and
 logos of Silmarc Pharrna could appear on the packaging for or in connection
 with the marketing of the Products as per agreement, and DHPI hereby grants
 to Silmarc Pharma a royalty-free right to use for the Products the
 trademarks registered in the Territory by DHPI

 DHPI warrants that it will:

     Supply the Product to Silmarc Pharma in accordance to the provisions
      set forth in Article 4 and at the date indicated by Silmarc Pharma in
      the Purchasing Order to the best of its ability

     Grant Silmarc Pharma 5% discount for the first USD 250.000 in purchase
      for advertisement support, based on prices listed in Addendum A

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      Give Silmarc Pharma 100 bottles free of charge for marketing purposes
      when a new product is entering the market in the Territory.

7. Minimum orders.

 Silmarc Pharma agrees to buy Products for at least

               US $ 50.000 for the first year,
               US $ 70.000 for the second year
               US $ 100.000 for the third year

 and minimum US $ 100.000 for each subsequent year this Agreement is in
 effect based on the commercialization date.

 This minimum order relates to the initial products listed in Addendum A.

 If additional products are added and incorporated into this existing
 contract, a new minimum order shall be negotiated in good faith by both
 parties.

 In the case Silmarc Pharma fails to meet the annual minimum requirements
 set forth above, DHPI will notify Silmarc Pharma of this potential default
 and Silmarc Pharma will have 90 days to correct default, otherwise DHPI
 shall have the right, at Its sole discretion, to change this Agreement from
 Exclusive to Semi-Exclusive. In Such case, the minimum amounts set forth
 above shall no longer be effective.

 Silmarc Pharma will supply DHPI with label artwork, and the label text in
 Italian and DHPI will print the labels. DHPI will inform Silmarc Pharma
 about label sizes. The label shall also include the following:

                 Fabbricato e Confezionato in Esclusiva per
                            SILMARC PHARMA s.r.I.
                               LUCCA - ITALIA

                       da DESERT HEALTH PRODUCTS, INC
                             SCOTTSDALE, ARIZONA
                                    U.S.A

8. Term of the Agreement

 This Agreement shall remain in effect for a period of five (5) years as of
 the Effective Date and shall be renewed at three-year intervals unless
 either party renders written notice to the other party of its intention not
 to renew the contract. Such written notice will be given at least 6 month
 before the expiration of the initial five (5) years period and at least six
 month prior to the expiration W-7 any additional five (5) year renewal
 period.

<PAGE>

9. Termination.

 If either party materially defaults in the performance of any material
 agreement, condition or covenant of this Agreement and such default or
 noncompliance shall not have been remedied, or steps initiated to remedy
 the same to the other party's reasonable satisfaction, within 60 days after
 receipt by the defaulting party of a notice thereof from the other party,
 the party not in default may terminate this Agreement by notice in writing
 to the other upon or at any time after the occurrence of the following
 events:

-    DHPI is no longer in the position to supply the Products for reasons
     not failing within the definition of Force Mcleure according to the
     governing law of this Agreement;

-    Silmarc Pharma could not obtain from the Italian Health Authorities
     the authorization to market the products.

-    if the other party is unable to pay its debts, files for bankruptcy or
     enters into liquidation, or takes or suffers any similar action in
     consequence of a debt, or ceases for any reason to carry on business.

10. Governing Law.

 This agreement shall be governed by and construed in accordance with the
 laws of Switzerland. All disputes arising from this Agreement which DHPI
 and Silmarc Pharma cannot settle amicably, shall be governed and decided
 fully and finally in accordance with the Rules of Conciliation and
 Arbitration of the International Chamber of Commerce by an arbitrate
 tribunal, excluding recourse to ordinary courts. The tribunal shall consist
 of three (3) arbitrators and shall sit in Zurich, Switzerland. One of them
 shall be nominated by DHPI the second by Silmarc Pharma, and the third, to
 act as president, shall be nominated jointly by the first two arbitrators.
 If a party should fail to nominate an arbitrator within one (1) month after
 it has been requested by the other party to do so, or if the two
 arbitrators should fail to agree on the nomination of the last nominated
 arbitrator, the president of the International Chamber of Commerce of
 Zurich, or his duly authorized delegate, shall nominate the arbitrator or
 arbitrators, respectively, upon request on one of the parties or the other
 arbitrators. The arbitrators shall Interpret, construe and enforce this
 Agreement according to laws of Switzerland.

<PAGE>

11. Assignment

 This Agreement may not be assigned or transferred except to an Affiliate
 without the other party's prior written consent.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
duplicate as of the date first above written. (Efficacy Date)

                   DESERT HEALTH PRODUCTS INC.

                   By: /s/ Johnny Shannon

                   Name: Johnny Shannon

                   Title: Chairman, President & CEO

                   SILMARC PHARIVIA 9.0.

                    By: /s/ Silverio Casolaro

                   Name: Silverio Casolaro

                   Title: Chairman & Managing Director

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                      ADDENDUM A

Product                 Count               Price
Glucosamine Complex     30 capsules         US$ 2.73
                        60 capsules         US$ 4.17

Grape Seed Complex      30 capsules         US$ 4.42
                        60 capsules         US$ 5.56

Grape Seed Powder       240 grams           US$ 4.79

OsteoDense Plus         30 capsules         US$ 3.12
                        60 capsules         US$ 3.29

Hawaiian Noni           30 capsules         US$ 2.51
                        60 capsules         US$ 3.89

Beepollen 500 mg        30 tablets          US$ 1.88
Beepollen 500 mg        60 tablets          US$ 2.09
Beepollen 500 mg        100 tablets         US$ 2.61

All prices are FCA our warehouse in Scottsdale, Arizona Prices effective July
15, 2000