ADDENDUM TO SEPARATION AND DISTRIBUTION AGREEMENT

      This addendum to Separation and Distribution Agreement (the "Addendum")
is  executed  on  this 22nd day of June, 2001, by and between  Desert  Health
Products,  Inc. ("Desert Health") and Royal Phoenix; hereinafter collectively
the  Parties,   for  purposes of amending and modifying  the  Separation  and
Distribution  Agreement  executed  by and between  Desert  Health  and  Royal
Phoenix on October 18, 2000.

WHEREAS,  on  October  18, 2000 the Parties entered  into  a  Separation  and
Distribution Agreement wherein, pursuant to subparagraph 3.1(b) Desert Health
was  to issue 10 shares of Royal Phoenix common stock to each shareholder  of
Desert  Health as part of the consideration for the assignment of  the  Royal
Phoenix  assets,  then held by Desert Health, to Royal  Phoenix  from  Desert
Health.

WHEREAS,  as  a  result  of  the  task in determining  the  exact  number  of
shareholders,   and  the  extensive  cost  of  preparing   certificates   and
distributing  same, the Parties have determined it in the  best  interest  of
both parties to modify the previous via this Addendum.

NOW  THEREFORE,  for  good and valuable consideration the  Parties  agree  as
follows:

1.   The Separation and Distribution Agreement dated October 18, 2001 between
the Parties is being amended to reflect that the consideration of 10 shares
of  Royal Phoenix stock being issued to Desert Health shareholders  as
referenced in subparagraph 3.1(b) is hereby terminated and in lieu thereof,
Desert Health will receive 10,000 shares of Royal Phoenix common stock. This
amount of stock, 10,000 is based upon the assumption that there are a maximum
of 600 shareholders of Desert Health, times 10 shares each, equals a total of
       6,000 shares times a reserve balance of an additional 4,000 shares.
2.   Any reference to the distribution of shares of Royal Phoenix common
stock shall hereinafter be removed from the Separation and Distribution
Agreement.
3.   This Addendum shall not alter the date on which the Separation and
Distribution shall have occurred between the Parties.

IN  WITNESS  WHEREOF, the Parties have executed this agreement  on  the  date
above first written.



Desert Health Products, Inc.            Royal Phoenix


/s/JOHNNY SHANNON                       /s/JOSEPH SCOTT WILSON
Johnny Shannon, President               Joseph Scott Wilson, President