PRODUCT MARKETING & DISTRIBUTION AGREEMENT BY AND BETWEEN
            DESERT HEALTH PRODUCTS, INC., AND GH ASSOCIATES, INC.

This  Agreement  is  made this 6th day of February, 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 areas outside of the United States, its
       territories, and Canada.

AGREEMENT:

     1.Exclusive Appointment. GHA 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 obtained
       by GHA through its own sales efforts.

       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's Original Perfect 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:

       a.   $   25,000.00 payable on February 6th, 2001
       b.   $   25,000.00 payable on April 6th , 2001
       c.   One hundred thousand (100,000) shares of DHPI's one hundred
            forty-four (144) Common Stock issued by May 6, 2001.

     5.Joint Venture. The parties agree that both GHA and DHPI may sell, market
       and distribute the Products in the protected territories. Profits from
       said sales shall be dispersed as follows: Gross sales price less cost of
       product and direct sales costs (commissions and freight) equals net sales
       price which will be dispersed 50% to GHA and 50% to 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.

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

     8.Requirements.  During the initial term, DHPI agrees to sell not less
       than twenty thousand (20,000) sets of product by February 1, 2002.
       Further, DHPI agrees to sell fifty thousand (50,000) sets of product or
       more between February 1, 2002 and February 1, 2003. Subsequent
       requirements will be determined through renegotiation which will be
       completed no later than November, 2002.

     9.Minimum Sales Price.  The parties agree that the minimum price for which
       DHPI will sell the Product to any customer is $ 10.00 per set, which is
       defined to include Phase I, Phase II, tape, labels and box.

    10.Termination. GHA 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 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 perfect 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 to pay by corporate check, or pre-approved
       Letter of Credit, in good and immediately available funds. Said payment
       for Product shall be made at the time Product is ordered, and profit
       shall be paid when received by the selling party.

    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 from 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 cover all
       required first class expenses.

     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
               President                           President


     WITNESS:


     S/Thor Lindvaag