Exhibit 10.2

                  PRODUCT MARKETING & DISTRIBUTION AGREEMENT BY
                                   AND BETWEEN
              DESERT HEALTH PRODUCTS, INC., AND GH ASSOCIATES, INC.
                  (Supplemental Agreement to 2/16/01, Agreement

This agreement is made this Twenty-sixth (26) day of April 2001 by and between
GH ASSOCIATES, INC., an Arizona corporation with its principal headquarters
located at 4015 North 40th Place, Phoenix Arizona 85018 (hereinafter referred to
as "GHA") and DESERT HEALTH PRODUCTS, INC., an Arizona corporation, with its
principal business located at 8221 East Evans Road, Scottsdale, Arizona 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 (See Addendum).

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

         3.       GHA is seeking a company to distribute certain products in the
                  health and nutrition and care products in the United States
                  and Canada.

Agreement:

         1.       Exclusive Appointment. GHA appoints DHPI as the exclusive
                  distributor for its products in the United States and Canada.

                  During the term of this Agreement, GHA shall not appoint any
                  other firm, corporation or person to sell the same products in
                  the protected territories set forth in Paragraph 1.

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

         3.       Selling Rights Reserved. GHA 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:

                           a.   Dr. Harris' Original Diabetic Feet
                           b.   All modifications and derivatives of said
                                product

         4.       License Fee. DHPI agrees to pay GHA the following fees in
                  return for this grant of exclusive right to sell, market and
                  distribute the products in the protected territories
                  $250,000.00 to be paid as follows:

                           a.   $ 100,000.00 paid
                           b.   $ 50,000.00 payable on May 20th 2001
                           c.   $ 50,000.00 payable on June 10th 2001
                           d.   $ 50,000.00 payable on July 10th 2001

                                     o    DHPI agrees to issue 100,000
                                          shares of its Preferred Stock to
                                          GH Associates

                                     o    DHPI agrees to issue 100,000
                                          shares of 144 common stock to GH
                                          Associates

         5.       Joint Venture. The parties agree that GHA and DHPI may market
                  the products in the USA and Canada subject to this Agreement.
                  As the exclusive agent, DHPI is the lead-marketing

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                  arm. Both parties agree that volume orders, private label
                  orders, or any private label licenses related to this
                  agreement must be approved by DHPI.

         6.       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
                        c.    Arrange funding to support the development of
                              sales in this market.

         7.       Term. This Agreement shall continue in force as long as DHPI
                  and GHA meet on terms of this Agreement.

         8.       Requirements. All parties agree that purchasing requirements
                  will be as follows and will start six (6) months after receipt
                  of initial payment by DHPI to GHA

                  September 1, 2001 to August 31, 2002         50,000 units
                  September 1, 2002 to August 31, 2003         100,000 units
                  September 1, 2003 to August 31, 2004         250,000 units
                  September 1, 2004 to August 31, 2005         500,000 units

                  All parties agree to work within this arrangement to best
                  interests of the project.

         9.       Minimum Sales Price and Royalties. The base price is US$ 15.00
                  per set including tape and package. GHA and DHPI will divide
                  the net proceeds after a US$ 2.00 royalty and cost of product,
                  box and tape. DHPI further agrees to pay GHA a 20% commission
                  on all sales above US$ 15.00 not to exceed US$ 5.00 per set.
                  These fees are to be paid quarterly on received funds.

         10.      Termination. GHA may terminate this agreement with ninety
                  (990) days written notice for failure of DHPI to meet any
                  terms of this Agreement. DHPI may cure any default within the
                  ninety (90) day period. Should for any reason GHA terminate
                  this Agreement, GHA agrees to protect any and all DHPI's
                  established customers provided, in writing, to GHA prior to
                  the date of any termination notice for said products and
                  continue to supply product until customer no longer exists.

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

         12.      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 protect or
                  maintain any such foreign patents.

         13.      DHPI not an Agent. This Agreement does not constitute DHPI as
                  the agent or legal representative of GHA. 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.

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

         15.      Payment. DHPI and GHA agree that payment will be by corporate
                  checks. Payments for Products shall be made upon receipt of
                  products, or as agreed.

<PAGE>

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

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

         18.      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 agrees to cove all required first class expenses.
                  DHPI further agrees that all expenses of advertising of
                  products attached to this agreement such video, trade shows,
                  advertising but not limited to such will be paid for by DHPI
                  or its assigned distributors.

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

         DESERT HEALTH PRODUCTS, INC.              GH ASSOCIATES, INC.



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