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                                                                   EXHIBIT 10.58

                                Promissory Note

$650,000                                                    Date:  June 12, 2001
                                                            Due:   June 13, 2002

     FOR VALUE RECEIVED, the receipt and sufficiency of which are hereby
acknowledged,  Nutrition For Life International, Inc., a Texas corporation (the
"Company") hereby promises to pay to the order of Bactolac Pharmaceutical Inc.
(the "Payee") at 7 Oser Avenue, Hauppauge, New York 11788 or such other place of
payment as Payee may specify from time to time in writing, in lawful money of
the United States of America, the principal amount of Six Hundred Fifty Thousand
Dollars ($650,000) together with interest on the unpaid balance of such amount
at a floating rate equal to the Prime Rate (as defined in the Additional Terms
and Conditions attached hereto and made a part hereof as if fully set forth
herein) plus 50/100% (.50%) per annum from the date of this Promissory Note (the
"Note"). The Maturity Date of the Note shall be June 13, 2002, except as
provided in the Additional Terms and Conditions.

     Payments shall be applied first to accrued interest and then to unpaid
principal. Interest shall be computed on the basis of a year consisting of
twelve months of thirty days each.

     To the fullest extent permitted by applicable law, the Company waives: (a)
presentment, demand and protest, and notice of presentment, dishonor, intent to
accelerate, acceleration, protest, default, non-payment, maturity, release,
compromise, settlement, extension or renewal of this Note; and (b) the benefit
of all valuation, appraisal, and exemption laws.

     The Company acknowledges that this Note is executed as part of a commercial
transaction and that the proceeds of this Note will not be used for any personal
or consumer purpose.

     The Company agrees to pay to the Payee all fees and expenses described in
the Additional Terms and Conditions.

     Upon the occurrence of any one or more of the Events of Default specified
in the Additional Terms and Conditions, all amounts then remaining unpaid on
this Note shall become or may be declared to be, immediately due and payable,
all as provided therein.
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     IN WITNESS WHEREOF, the Company has executed this Note on the day and year
first above written.


                                       NUTRITION FOR LIFE INTERNATIONAL, INC.

                                       9101 Jameel
                                       Houston, Texas  77040

                                       Signature:  ____________________________

                                       Print Name: ____________________________

                                       Title:      ____________________________

ACCEPTED:

BACTOLAC PHARMACEUTICAL INC.
7 Oser Avenue
Hauppauge, New York  11788

Signature:   __________________________

Print Name:  __________________________

Title:       __________________________

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                    NUTRITION FOR LIFE INTERNATIONAL, INC.
                                PROMISSORY NOTE
                        ADDITIONAL TERMS AND CONDITIONS

     These Additional Terms and Conditions are attached to and shall be made a
part of the Promissory Note of Nutrition For Life International, Inc. (the
"Company") payable to Bactolac Pharmaceutical Inc. (the "Payee") dated June 12,
2001 (the "Note"), as if incorporated therein:

     1.   Default Rate of Interest.  Effective upon the occurrence of any Event
of Default and for so long as any Event of Default shall be continuing, the
interest rate shall automatically be increased by 2 percentage points (2%) per
annum (such increase rate, the "Default Rate"), and all payments due pursuant to
this Note, including unpaid interest, shall continue to accrue interest from the
date of such Event of Default at the Default Rate. If any interest or other
payment to Payee under this Agreement becomes due and payable on a day other
than a Business Day, such payment date shall be extended to the next succeeding
Business Day and interest thereon shall be payable at the then applicable rate
during such extension. "Business Day" shall exclude Saturdays, Sundays and legal
holidays in the State of Texas.

     2.   Prepayment.  The principal amount of this Note may be prepaid by the
Company, in whole or in part, without premium or penalty, at any time.

     3.   Representations, Warranties, and Covenants.  To induce the Payee to
enter into the Note and to finalize the Contemplated Transactions as that term
is defined in the Stock Purchase Agreement, dated December 29, 2000 (the
"Agreement"), which includes the Company and the Payee's affiliate as Parties,
the Company represents and warrants to the Payee (each of which representations
and warranties shall survive the execution and delivery of this Note), and
promises to and agrees with the Payee until the full payment of all amounts owed
pursuant to the Note, as follows:

          (a)  The Company is and will continue to be (i) a corporation duly
organized, validly existing and in good standing under the laws of the State of
Texas, with full corporate power and authority to conduct its business as it is
now being conducted, to own or use the properties and assets that it purports to
own and use, and to perform all its obligations under material contracts, (ii)
duly qualified to do business and in good standing in each jurisdiction in which
the nature of its business or the ownership or leasing of its properties makes
such qualification necessary, except where the failure to be so qualified could
not reasonably be expected to have a material adverse effect, and (iii) in
compliance with all material requirements of law and all material contractual
obligations, except to the extent failure to comply therewith could not
reasonably be expected to have a material adverse effect;

          (b)  The execution, delivery and performance by NFLI of this Note, (i)
are and will continue to be within the Company's power and authority, (ii) have
been and will continue to be duly authorized by all necessary or proper action,
and (iii) are not and will not be in violation of any material requirement of
law or material contractual obligation of the Company.
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          (c)  The Company shall conduct a network marketing business
substantially as now conducted and preserve all of its rights, privileges and
franchises necessary and desirable in connection therewith.

          (d)  The Company (i) owns and will own assets the fair saleable value
of which are (a) greater than the total amount of its liabilities (including
contingent liabilities) and (b)  greater than the amount that will be required
to pay probable liabilities of then existing debts as they become absolute and
matured considering all financing alternatives and potential asset sales
reasonably available to it; (ii) has capital that is not unreasonably small in
relation to its business as presently conducted; and (iii) does not intend to
incur and does not believe that it will incur debts beyond its ability to pay
such debts as they become due;

          (e)  Within 45 days following the end of each fiscal quarter, the
Company shall deliver to the Payee an unaudited balance sheet and operating
statement for such fiscal quarter accompanied by a certification from the Chief
Executive Officer or Chief Financial Officer of the Company that such financial
statements are complete and correct, that there was no Event of Default (or
specifying those Events of Defaults of which he or she was aware) and, within 90
days, following the close of each of the Company's fiscal years, the financial
statements for such fiscal years certified without qualification by an
independent certified accounting firm;

          (f)  The Company will not make any changes in any of its business
objectives, purposes, or operations which could reasonably be expected to
adversely affect repayment of the Note or could reasonably be expected to have a
material adverse effect or sell, transfer, or otherwise dispose of any of its
material assets or properties (except in the ordinary course of business), or
merge with or consolidate with any other entity if a "Change in Control" (as
defined below) would occur.

     4.   Events of Default.  If one or more of the following events shall
occur:

          (a)  The Company shall fail to make any payment in respect of this
Note when due and payable or declared due and payable; or

          (b)  The Company shall fail or neglect to perform, keep or observe any
of the covenants, promises, agreements, requirements or conditions or other
terms or provisions contained in Section 3 of this Agreement and such breach is
not remediable or, if remediable, continues unremedied for a period of five
Business Days after the earlier to occur of the date on which such breach is
known or reasonably should have been known to any officer of the Company and the
date on which Payee shall have notified the Company of such breach; or

          (c)  The Company files or is served with any petition for relief under
the Bankruptcy Code or any similar federal or state statute (the "Code") or the
entry by a court of competent jurisdiction of a decree or order adjudging the
Company a bankrupt or insolvent or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company under the Code or appointing a receiver, trustee or other similar
official of the Company of all or substantially all of its assets, or ordering
up the

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winding up or liquidation of its affairs, and the continuation of such decree or
order unstayed and in effect for a period of 60 consecutive days; or

          (d)  The institution by the Company or the consent to the institution
by the Company of proceedings to adjudicate the Company a bankrupt or insolvent
or the filing or consent by the Company to the filing of a petition or answer
seeking reorganization or relief under the Code, the consent by the Company to
the appointment of a receiver, trustee or other similar official of the Company
or of any substantial part of its property, or an assignment by the Company for
the benefit of creditors;

          (e)  A "Change of Control" of NFLI shall have occurred.  A "Change of
Control" shall mean any change in the composition of NFLI's shareholders which
would result in any shareholder or group acquiring 49.9% or more of any class of
stock of NFLI, or that any person (or group of persons acting in concert) shall
otherwise acquire, directly or indirectly, the power to elect a majority of the
board of directors of the Company or otherwise direct the management or affairs
of the Company by obtaining proxies, entering into voting agreements or trusts,
acquiring securities or otherwise;

          then the Payee of this Note may, without notice to the Company,
declare the entire unpaid principal of and accrued and unpaid interest on this
Note to be due and payable and, upon such declaration, the same shall become due
and payable forthwith without further demand or notice, and may exercise any
rights and remedies provided to the Payee under this Note, or at law or in
equity, including all remedies provided under the Uniform Commercial Code as the
same may, from time to time, be in effect in the State of Texas.

     5.   Notices.  Any notice or other communication given hereunder shall be
given in writing and sent by overnight courier or registered or certified mail,
return receipt requested, addressed to the Company or the Payee at their
respective addresses as set forth in the Note. Notices shall be deemed to have
been given three business days after the date of mailing or one business day
after delivery to an overnight courier. The address for notices for any party
may be changed by notice given pursuant to this Section 5.

     6.   Governing Law.  This Note and its validity, construction and
performance shall be governed in all respects by the laws of the State of Texas.

     7.   Miscellaneous.  All powers and remedies given by this Note to the
Payee shall, to the extent permitted by law, be deemed cumulative and not
exclusive of any power or remedy or of any other powers and remedies available
to the Payee, by judicial proceedings or otherwise, to enforce the performance
or observance of the agreements contained in this Note.  No delay or omission of
the Payee to exercise any right or power accruing upon any default shall impair
any such right or power or shall be construed to be a waiver of any such default
or any acquiescence thereof.  The Company waives presentment for payment,
protest, the filing of suit or the taking of any other action for the purpose of
fixing its liability for payment of the Note.

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