Product Marketing & Distribution Agreement
                               By and Between
             Desert Health Products, Inc. and Snore Formula Inc.


THIS  AGREEMENT  is  made this 11th day of May, 2000, by  and  between  SNORE
FORMULA,  INC.,  an  Arizona  Corporation, with  its  principle  headquarters
located  at  4015  North  40th  Place, Phoenix,  Arizona  85018  (hereinafter
referred to as "Snore Formula") and DESERT HEALTH PRODUCTS, INC., an  Arizona
Corporation,  with  its  principle business located at  8221  E.  Evans  Rd.,
Scottsdale, AZ 85260 (hereinafter referred to as DHPI).

RECITALS:

  1. DHPI  is  an Arizona corporation in good standing in the business  of
     manufacturing,  marketing  and distributing  health  food  products  and
     supplements.

  2. Snore Formula is an Arizona corporation in good standing and is in the
     business of developing nutraceuticals and supplements.

  3. Snore Formula is seeking a company to distribute certain products in the
     health  and  nutrition and care areas outside of the United States,  its
     territories, and Canada.

AGREEMENT:

  1. Exclusive  Appointment. Snore Formula appoints DHPI as the  exclusive
     distributor for its products for all geographical areas outside of Canada,
     the  United  States,  and its territories, except  for  those  customers
     specifically set forth below.

     During  the term of this Agreement, Snore Formula shall not appoint  any
     other  firm,  corporation or person to sell the  same  products  in  the
     protected territories set forth in Paragraph 1. All accounts established
     prior  to  the  implementation of the Agreement are excluded  from  this
     Exclusive Appointment.

  2. Acceptance. DHPI accepts the appointment to develop and  market  said
     products in the geographical territories set forth in Paragraph 1.

  3. Selling  Rights Reserved.  Snore Formula reserves the right to  sell,
     either directly, or through its subsidiaries, any of its products expressly
     not  mutually designated by the parties, in writing, as a product to  be
     marketed and distributed by DHPI. DHPI's products are initially:

<PAGE>

     a.   Snore Relief
     b.   Allergy Relief
     c.
     d.
     e.
     f.
     g.

  4. General Obligations. DHPI shall have the following general obligations:

     a.   Maintain an adequate inventory to support the sale, registration and
       distribution of said products.

     b.    Use  its best efforts to promote the sale and distribution of said
       products in the territory assigned to DHPI.

  5. Term. This Agreement shall continue in force for a period of one  (1)
     year, May 1, 2000 to May 1, 2001. This Agreement may be renewed thirty (30)
     days prior to May 1, 2001 on such terms as the parties may mutually agree.
     The terms of any such renewal agreement will be put in contract form and
     become effective upon, and only upon,  the approval and signature of both
     parties.

 6. Requirements.  During the initial term, DHPI agrees to purchase not less
    than ten thousand (10.000) bottles of product, i.e., Snore or Allergy, or
    both, by December 31, 2000. Further, DHPI agrees to purchase twenty thousand
    (20.000) bottles between January 1, 2001 and April 30, 2001 for the amount
    of $4.50 per bottle.

  7. Termination.    Snore Formula may terminate this agreement with thirty
     (30)  days written notice for failure of DHPI to meet any terms of  this
     Agreement. DHPI may cure any default within the thirty (30) day  period.
     Should for any reason Snore Formula terminate this Agreement, Snore Formula
     agrees to protect any and all DHPI's established customers provided,  in
     writing, to Snore Formula prior to the date of any termination notice for
     said products and continue to supply product until customer no longer
     exists.

  8. Use of name.   Only so long as this Agreement is in effect, with  the
     prior consent and approval of Snore Formula, DHPI, its agents,
     subsidiaries, or customers may use the Snore Formula's trade names and
     advertising material in any form related to the products.

  9. Trademarks.  DHPI acknowledges the validity of any trademarks or patents
     registered in the United States, or any foreign countries, and further
     agrees not to infringe or commit any act which might adversely affect the
     validity of  the  patent or trademarks. DHPI will protect and file  any
     updates, continuations, or other documents necessary to perfect or
     maintain any such foreign patents.

<PAGE>

  10.DHPI Not An Agent.  This Agreement does not constitute DHPI as the agent
     or  legal  representative of Snore Formula. DHPI acknowledges  that  its
     relationship is strictly that of Licensor and Licensee.  Neither party is
     granted any express, or implied, right or authority by the other party to
     assume or create any obligation on behalf of, or in the name of the other
     party.

  11.Reports.  DHPI agrees that from time to time it will meet with  Snore
     Formula to present and discuss sales, reports, advertising, registration,
     or patent matters.

  12.Payment.  DHPI agrees to pay by corporate check, or pre-approved Letter
     of Credit, in good and immediately available funds.

  13.Indemnity and Insurance.  DHPI agrees to hold Snore Formula  harmless
     against  any  claim  related  to the manufacturing,  advertising  and/or
     distribution of any products covered by this Agreement in the  protected
     territories.  Snore  Formula agrees to provide  products  to  DHPI  from
     manufacturing companies that maintain adequate product liability insurance.

  14.Bonus  payment.  DHPI agrees to deliver in a reasonable time (not to exceed
     thirty (30) days for the initial shares) to Snore Formula one hundred
     thousand (100,000) shares of its one hundred forty-four)(144) Common
     Stocks. Said stock will be in two deliveries, sixty thousand (60,000)
     shares in 2000 and forty thousand (40,000) shares in 2001, prior to May 1,
     2001. DHPI agrees to piggyback registration of above-mentioned stock of
     DHPI at its expense at the first registration done by DHPI.

  15.Consent  and  Agreement.   Any  and all consents,  agreements  and/or
     correspondence will be forwarded, in writing, to either party at its last
     known address.

  16.Travel.   Both parties agree to use Dr. Harris to the best  of  their
     ability to educate and advertise the products. DHPI agrees to work within
     Dr.Harris' schedule without undo burden and further agree to cover all
     required first class expenses.

     In  witness  whereof, the parties executed this Agreement  on  the  date
     first above mentioned.


DESERT HEALTH PRODUCTS, INC.                 SNORE FORMULA

By: /S/Johnny Shannon                        By: /S/Ron General
President                                    President


Witness: /S/Thor Lindvaag