<PAGE>

                                                                    Exhibit 4.4


                            FORM OF SERIES C WARRANT


NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE
EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE
OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN
OPINION OF COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS
WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, INCLUDING RULE 144,
OR APPLICABLE STATE SECURITIES LAWS.

         THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN


                               VITAL LIVING, INC.

                  SERIES C REDEEMABLE WARRANT FOR THE PURCHASE
                                       OF
                 _______ SHARES OF COMMON STOCK, PAR VALUE $.001



                                                               NOVEMBER__, 2002

        THIS CERTIFIES that, for value received, __________________ (together
with all permitted assigns, the "Holder") is entitled to subscribe for, and
purchase from, VITAL LIVING, INC., a Nevada corporation (the "Company"), upon
the terms and conditions set forth herein, at any time or from time to time
during the period commencing on the date immediately following the date first
set forth above (the "Initial Exercise Date") and terminating at 5:00 p.m.,
___________ City local time, on the fifth anniversary of the Initial Closing
Date (as such term is defined in the Confidential Private Placement Memorandum)
(the "Exercise Period"), ________ shares of Common Stock, exercisable at an
exercise price per share equal to Two Dollars and Fourteen Cents ($2.14 (the
"Series C Warrant Price")); provided, however, that upon the occurrence of any
of the events specified in Section 5 hereof, the rights granted by this Warrant,
including the number of shares of Common Stock to be received upon such
exercise, shall be adjusted as therein specified. The public resale of the
Series C Warrant Shares is subject of a registration statement to be filed by
the Company after the Closing Dated (the "Resale Registration Statement"), as
more fully described in the Memorandum and the exhibits thereto, as well as Rule
144 (or any other applicable rule of the Securities and Exchange Commission)
governing the resale of the Series C Warrant Shares.

        Each share of Common Stock issuable upon the exercise hereof shall be
hereinafter referred to as a "Warrant Share."

        SECTION 1 EXERCISE OF WARRANT.

           (a) This Warrant may be exercised during the Exercise Period, either
in whole or in part, by notice given by facsimile or email, followed by the (i)
the payment of the exercise price, which may be effected by wire transfer or
bank cashier's check payable to the order of the Company in an amount equal to
the product of the Series C Warrant Exercise Price and the number of Series C
Warrant Shares for which this Series C



                                       1
<PAGE>

Warrant is being exercised and (ii) the manual surrender of this Warrant (with
the election at the end hereof duly executed), to the Company at its office at
5080 N. 40th Street, Suite 105, Phoenix, Arizona 85018-2147, or at such other
place as is designated in writing by the Company, together with a certified.

           (b) Notwithstanding the foregoing Section (a), if, and only if, there
is not a Resale Registration Statement currently in effect, the Warrant Holder
shall have the option to effectuate payment of the Series C Exercise Price by a
cashless exercise by so indicating on the Exercise Notice and including a
calculation of the number of shares of Series C Warrant Shares to be issued upon
such exercise in accordance with the terms hereof (a "Cashless Exercise"). In
the event of a Cashless Exercise, the Warrant Holder shall surrender this
Warrant for that number of Series C Warrant Shares determined by (i) multiplying
the number of Series C Warrant Shares for which this Warrant is being exercised
by the Per Share Warrant Value and (ii) dividing the product by the bid price of
one share of the Common Stock on the Trading Day immediately preceding the
Exercise Date. The term " Per Share Warrant Value" shall mean, with respect to
any exercise (in whole or in part) of this Warrant the difference resulting from
subtracting the Series C Exercise Price from the bid price of one share of
Common Stock on the trading day immediately preceding the Exercise Date.

        SECTION 2 RIGHTS UPON EXERCISE; DELIVERY OF SECURITIES.

        Upon each exercise of the Holder's rights to purchase Series C Warrant
Shares, the Holder shall be deemed to be the holder of record of the Series C
Warrant Shares, notwithstanding that the transfer books of the Company shall
then be closed or certificates representing the Series C Warrant Shares with
respect to which this Warrant was exercised shall not then have been actually
delivered to the Holder. As soon as practicable after each such exercise of this
Warrant, but in no event later than 5 Business Days after the exercise of this
Warrant, the Company shall issue and deliver to the Holder a certificate or
certificates representing the Series C Warrant Shares issuable upon such
exercise, registered in the name of the Holder or its designee. For purposes of
this agreement, term Business Day shall mean any day that banks are open in New
York City. If this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and deliver a Warrant
evidencing the right of the Holder to purchase the balance of the aggregate
number of Series C Warrant Shares purchasable hereunder as to which this Warrant
has not been exercised or assigned.

        SECTION 3 REGISTRATION OF TRANSFER AND EXCHANGE.

        Any Warrants issued upon the transfer or exercise in part of this
Warrant shall be numbered and shall be registered in a warrant register (the
"Warrant Register") as they are issued. The Company shall be entitled to treat
the registered holder of any Warrant on the Warrant Register as the owner in
fact thereof for all purposes, and shall not be bound to recognize any equitable
or other claim to, or interest in, such Warrant on the part of any other person,
and shall not be liable for any registration or transfer of Warrants which are
registered or to be registered in the name of a fiduciary or the nominee of a
fiduciary unless made with the actual knowledge that a fiduciary or nominee is
committing a breach of trust in requesting such registration of transfer, or
with the knowledge of such facts that its participation therein amounts to bad
faith. This Warrant shall be transferable on the books of the Company only upon
delivery thereof duly endorsed by the Holder or by his duly authorized attorney
or representative, or accompanied by proper evidence of succession, assignment,
or authority to transfer. In all cases of transfer by an attorney, executor,
administrator, guardian, or other legal representative, duly authenticated
evidence of his, her, or its authority shall be produced. Upon any registration
of transfer, the Company shall deliver a new Warrant or Warrants to the person
entitled thereto. This Warrant may be exchanged, at the option of the Holder
thereof, for another Warrant, or other Warrants of different denominations, of
like tenor and representing in the aggregate the right to purchase a like number
of Series C Warrant Shares (or portions thereof), upon surrender to the Company
or its duly authorized agent. Notwithstanding the foregoing, the Company shall
have no obligation to cause Warrants to be transferred on its books to any
person if, in the opinion of counsel to the Company, such transfer does not
comply with the provisions of the Securities Act and the rules and regulations
thereunder.

        SECTION 4 RESERVATION OF SHARES.


                                       2
<PAGE>

        The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of this Warrant, such number of shares of Common Stock as shall,
from time to time, be sufficient therefor. The Company represents that all
shares of Common Stock issuable upon exercise of this Warrant are duly
authorized and, upon receipt by the Company of the full payment for such Series
C Warrant Shares, will be validly issued, fully paid, and nonassessable, without
any personal liability attaching to the ownership thereof and will not be issued
in violation of any preemptive or similar rights of shareholders.

        SECTION 5 ANTIDILUTION.

           (a) In the event that the Company shall at any time after the Initial
Exercise Date: (i) declare a dividend or make a distribution on the outstanding
Common Stock payable in shares of its capital stock,(ii) subdivide the
outstanding Common Stock into a greater number of shares of Common Stock, (iii)
combine the outstanding Common Stock into a smaller number of shares, or (iv)
issue any shares of its capital stock by reclassification of the Common Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), then, in each case,
the Series C Exercise Price in effect at the time of the record date for the
determination of shareholders entitled to receive such dividend or distribution
or of the effective date of such subdivision, combination, or reclassification
shall be adjusted so that it shall equal the price determined by multiplying
such Series C Exercise Price by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such action,
and the denominator of which shall be the number of shares of Common Stock
outstanding after giving effect to such action. Such adjustment shall be made
successively whenever any event listed above shall occur and shall become
effective at the close of business on such record date or at the close of
business on the date immediately preceding such effective date, as applicable.

           (b) All calculations under this Section 5 shall be made to the
nearest cent or to the nearest one-hundredth of a share, as the case may be.

           (c) In any case in which this Section 5 shall require that an
adjustment in the number of Series C Warrant Shares be made effective as of a
record date for a specified event, the Company may elect to defer, until the
occurrence of such event, issuing to the Holder, if the Holder exercised this
Warrant after such record date, the Series C Warrant Shares, if any, issuable
upon such exercise over and above the number of Series C Warrant Shares issuable
upon such exercise on the basis of the number of shares of Common Stock in
effect prior to such adjustment; provided, however, that the Company shall
deliver to the Holder a due bill or other appropriate instrument evidencing the
Holder's right to receive such additional shares of Common Stock upon the
occurrence of the event requiring such adjustment.

           (d) Whenever there shall be an adjustment as provided in this Section
5, the Company shall within fifteen (15) days thereafter cause written notice
thereof to be sent by registered mail, postage prepaid, to the Holder, at its
address as it shall appear in the Warrant Register, which notice shall be
accompanied by an officer's certificate setting forth the number of Series C
Warrant Shares issuable and the Series C Exercise Price thereof after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment and the computation thereof, which officer's certificate shall be
conclusive evidence of the correctness of any such adjustment absent manifest
error.

           (e) The Company shall not be required to issue fractions of shares of
Common Stock or other capital stock of the Company upon the exercise of this
Warrant. If any fraction of a share of Common Stock would be issuable on the
exercise of this Warrant (or specified portions thereof), the Company shall
purchase such fraction for an amount in cash equal to the same fraction of the
average closing sale price (or average of the closing bid and asked prices, if
closing sale price is not available) of Common Stock for the ten (10) trading
days ending on and including the date of exercise of this Warrant.


                                       3
<PAGE>

           (f) No adjustment in the Series C Exercise Price shall be required if
such adjustment is less than Five Cents ($.05); provided, however, that any
adjustments which by reason of this Section 5 are not required to be made shall
be carried forward and taken into account in any subsequent adjustment.

           (g) Upon each adjustment of the Series C Exercise Price pursuant to
Section 5 (a), the number of shares of Common Stock purchasable upon exercise of
this Warrant shall be adjusted to the number of shares of Common Stock,
calculated to the nearest one hundredth of a share, obtained by multiplying the
number of shares of Common Stock purchasable immediately prior to such
adjustment upon the exercise of this Warrant Certificate by the Series C
Exercise Price in effect prior to such adjustment and dividing the product so
obtained by the new Series C Exercise Price.

               (h) Issuance of Additional Shares of Common Stock. If the
Company, at any time while this Warrant is outstanding, shall issue any
additional shares of Common Stock (otherwise than as provided in Section 4a), at
a price per share less than One Dollar ($1.00), then the Series C Exercise Price
upon each such issuance shall be adjusted and reset to such issuance price. The
provisions of this subsection (h) shall not apply (i) under any of the
circumstances for which an adjustment is provided in Section 5(a) or (ii) to any
issuance of shares of Common Stock (or shares of Common Stock issuable upon the
exercise of securities convertible into shares of Common Stock with an exercise
price or a conversion price less than $1.00) if such securities were issued to
consultants, employees or other service providers, or to third party vendors to
satisfy amount owed (collectively referred to as "Consultant/Obligor Shares");
provide that the amount of Consultant/Obligor shares issued in an rolling 12
month period cannot exceed the greater of 1,600,000 shares of Common Stock or
10% of the actual number of shares of Common Stock issued and outstanding
(assuming the conversion of the Series Preferred Stock) and any grant to any one
individual may not exceed 500,000 shares of Common Stock. No adjustment of the
Series C Exercise Price shall be made under this subsection (h) in an amount
less than $.01 per share, but any such lesser adjustment shall be carried
forward and shall be made at the time and together with the next subsequent
adjustment, if any, which together with any adjustments so carried forward shall
amount to $.01 per share or more, provided that upon any adjustment of the
Series C Exercise Price as a result of any dividend or distribution payable in
Common Stock or convertible securities or the reclassification, subdivision or
combination of Common Stock into a greater or smaller number of shares, the
foregoing figure of $.01 per share (or such figure as last adjusted) shall be
adjusted (to the nearest one-half cent) in proportion to the adjustment in the
Series C Exercise Price.

        SECTION 6 RECLASSIFICATION; REORGANIZATION; MERGER.

        (a) In case of any capital reorganization, other than in the cases
referred to in Section 5(a) hereof, or the consolidation or merger of the
Company with or into another corporation (other than a merger or consolidation
in which the Company is the continuing corporation and which does not result in
any reclassification of the outstanding shares of Common Stock or the conversion
of such outstanding shares of Common Stock into shares of other stock or other
securities or property), or in the case of any sale, lease, or conveyance to
another corporation of the property and assets of any nature of the Company as
an entirety or substantially as an entirety (such actions being hereinafter
collectively referred to as "Reorganizations"), there shall thereafter be
deliverable upon exercise of this Warrant (in lieu of the number of Series C
Warrant Shares theretofore deliverable) the number of shares of stock or other
securities or property to which a holder of the respective number of Series C
Warrant Shares which would otherwise have been deliverable upon the exercise of
this Warrant would have been entitled upon such Reorganization if this Warrant
had been exercised in full immediately prior to such Reorganization. In case of
any Reorganization, appropriate adjustment, as determined in good faith by the
Board of Directors of the Company, shall be made in the application of the
provisions herein set forth with respect to the rights and interests of the
Holder so that the provisions set forth herein shall thereafter be applicable,
as nearly as possible, in relation to any shares or other property thereafter
deliverable upon exercise of this Warrant. Any such adjustment shall be made by,
and set forth in, a supplemental agreement between the Company, or any successor
thereto, and the Holder, with respect to this Warrant, and shall for all
purposes hereof conclusively be deemed to be an appropriate adjustment. The
Company shall not effect any such Reorganization unless, upon or prior to the
consummation thereof, the successor corporation, or if the Company shall be the
surviving corporation in any such Reorganization and is not the issuer of


                                       4
<PAGE>

the shares of stock or other securities or property to be delivered to holders
of shares of the Common Stock outstanding at the effective time thereof, then
such issuer, shall assume by written instrument the obligation to deliver to the
Holder such shares of stock, securities, cash, or other property as such Holder
shall be entitled to purchase in accordance with the foregoing provisions. In
the event of sale, lease, or conveyance or other transfer of all or
substantially all of the assets of the Company as part of a plan for liquidation
of the Company, all rights to exercise this Warrant shall terminate thirty (30)
days after the Company gives written notice to the Holder that such sale or
conveyance or other transfer has been consummated.

           (b) In case of any reclassification or change of the shares of Common
Stock issuable upon exercise of this Warrant (other than a change in par value
or from a specified par value to no par value, or as a result of a subdivision
or combination, but including any change in the shares into two or more classes
or series of shares), or in case of any consolidation or merger of another
corporation into the Company in which the Company is the continuing corporation
and in which there is a reclassification or change (including a change to the
right to receive cash or other property) of the shares of Common Stock (other
than a change in par value, or from no par value to a specified par value, or as
a result of a subdivision or combination, but including any change in the shares
into two or more classes or series of shares), the Holder of this Warrant shall
have the right thereafter to receive upon exercise of this Warrant solely the
kind and amount of shares of stock and other securities, property, cash, or any
combination thereof receivable upon such reclassification, change,
consolidation, or merger. Thereafter, appropriate provision shall be made for
adjustments which shall be as nearly equivalent as practicable to the
adjustments in Section 5.

           (c) The above provisions of this Section 6 shall similarly apply to
successive reclassifications and changes of shares of Common Stock and to
successive consolidations, mergers, sales, leases, or conveyances.

        SECTION 7 NOTICE OF CERTAIN EVENTS.

        In case at any time the Company shall propose:

           (a) to pay any dividend or make any distribution on shares of Common
Stock in shares of Common Stock or make any other distribution (other than
regularly scheduled cash dividends which are not in a greater amount per share
than the most recent such cash dividend) to all holders of Common Stock; or

           (b) to issue any rights, warrants, or other securities to all holders
of Common Stock entitling them to purchase any additional shares of Common Stock
or any other rights, warrants, or other securities; or

           (c) to effect any reclassification or change of outstanding shares of
Common Stock or any consolidation, merger, sale, lease, or conveyance of
property, as described in Section 6; or

           (d) to effect any liquidation, dissolution, or winding-up of the
Company; or

           (e) to take any other action which would cause an adjustment to the
Series C Exercise Price;

then, and in any one or more of such cases, the Company shall give written
notice thereof by registered mail, postage prepaid, to the Holder at the
Holder's address as it shall appear in the Warrant Register, mailed at least
fifteen (15) days prior to: (1) the date as of which the holders of record of
shares of Common Stock to be entitled to receive any such dividend,
distribution, rights, warrants, or other securities are to be determined, (2)
the date on which any such reclassification, change of outstanding shares of
Common Stock, consolidation, merger, sale, lease, conveyance of property,
liquidation, dissolution, or winding-up is expected to become effective and the
date as of which it is expected that holders of record of shares of Common Stock
shall be entitled to exchange their shares for securities or other property, if
any, deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up, or (3) the date of such action which would require
an adjustment to the Series C Exercise Price.

        SECTION 8 CALL OF THE WARRANTS BY THE COMPANY.


                                       5
<PAGE>

           (a) Provided that the Resale Registration Statement is currently
effective and remains effective through the Call Date with respect to the Series
C Warrant Shares, the Company shall have the right to call any or all of the
Warrants, at any time or from time to time, at $.05 per Warrant on or after the
first anniversary of the Initial Exercise Date in the event that the Closing
Price (as determined in accordance with Section 8(d) hereof) for the Company's
shares of Common Stock on any 20 trading days within a period of 30 consecutive
trading days (including no less than 4 of the last 5 trading days) ending no
more than 5 business days prior to the date of the notice of the call has been
in excess of 250% of the then effective Series C Exercise Price and upon any
such call, the Company shall purchase on the Call Date (as hereinafter defined)
the Warrants.

           (b) Notice of the call shall be sent via facsimile or email at least
30 days prior to the date scheduled for such purchase (the "Call Date") and
shall be given to the Warrant Agent and the Holders in accordance with the
provisions hereof. Each Holder shall continue to have the right to exercise the
Warrant until the close of business on the Business Day immediately preceding
the Call Date. No less than one business day prior to the Call Date, the Company
shall set aside in escrow funds sufficient to purchase all of the Warrants
called for redemption which are outstanding at the close of business on the date
when the right to exercise expired.

           (c) If less than all the Warrants are to be redeemed, the Company
shall select the Warrants to be redeemed pro-rata among all the holders of the
Warrants.

           (d) The Closing Price for each day shall be the last reported sale
price regular way or, in case no such reported sale takes place on such day, the
last reported sale price regular way.

        SECTION 9 CHARGES AND TAXES.

           The issuance of any shares or other securities upon the exercise of
this Warrant and the delivery of certificates or other instruments representing
such shares or other securities shall be made without charge to the Holder for
any tax or other charge in respect of such issuance. The Company shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of any certificate in a name other
than that of the Holder and the Company shall not be required to issue or
deliver any such certificate unless and until the person or persons requesting
the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

        SECTION 10 PERIODIC REPORTS.

           The Company agrees that following the Initial Exercise Date and until
all the Series C Warrant Shares shall have been sold pursuant to an effective
registration under the Securities Act, it shall keep current in filing all
reports, statements, and other materials required to be filed with the
Commission to permit holders of the Series C Warrant Shares to sell such
securities under an effective registration statement under the Securities Act.

        SECTION 11 LEGEND.

           Until sold pursuant to the provisions of Rule 144 or an effective
registration statement, the Series C Warrant Shares issued on exercise of this
Warrant shall be subject to a stop transfer order and the certificate or
certificates representing the Series C Warrant Shares shall bear the following
legend:

           THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
           SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY
           STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED,
           ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
           STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT
           AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES
           AN OPINION OF



                                  6
<PAGE>
           COUNSEL TO THE HOLDER OF THE SECURITIES, WHICH COUNSEL AND OPINION
           ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY
           BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE
           MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER
           THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.

SECTION 12 LOSS; THEFT; DESTRUCTION; MUTILATION.

           Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction, or mutilation of this Warrant (and upon surrender of this
Warrant if mutilated), and upon receipt by the Company of reasonably
satisfactory indemnification, the Company shall execute and deliver to the
Holder thereof a new Warrant of like date, tenor, and denomination.

        SECTION 13 SHAREHOLDER RIGHTS.

           The Holder of this Warrant shall not have, solely on account of such
status, any rights of a shareholder of the Company, either at law or in equity,
or to any notice of meetings of shareholders or of any other proceedings of the
Company, except as provided in this Warrant.

        SECTION 14 FIVE PERCENT LIMITATION.

           At no time may the Warrant Holder exercise this Warrant such that the
number of Series C Warrant Shares to be received pursuant to such exercise
aggregated with all other shares of Common Stock then owned by the Warrant
Holder beneficially or deemed beneficially owned by the Warrant Holder would
result in the Warrant Holder owning more than 4.9% of all of such Common Stock
as would be outstanding on such Exercise Date, as determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. As of any date prior to the Exercise Date, the aggregate number of
shares of Common Stock into which this Warrant is exercisable, together with all
other shares of Common Stock then beneficially owned (as such term is defined in
Rule 13(d) under the Exchange Act) by such Warrant Holder and its affiliates,
shall not exceed 4.9% of the total outstanding shares of Common Stock as of such
date.

        SECTION 15 GOVERNING LAW.

           This Warrant shall be construed in accordance with the laws of the
State of New York applicable to contracts made and performed within such State,
without regard to principles of conflicts of law.


                                       7
<PAGE>

        IN WITNESS WHEREOF, the Company has executed this Warrant as of the date
first above written.

                                            VITAL LIVING, INC.


                                            By:
                                               ---------------------------
                                               Bradley D. Edson
                                               Chief Executive Officer

[Seal]


----------------------
Secretary



                                       8
<PAGE>


                               FORM OF ASSIGNMENT


(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)

        FOR VALUE RECEIVED, ______________________ hereby sells, assigns, and
transfers unto _________________ a Warrant to purchase __________ shares of
Common Stock, without par value, of Vital Living, Inc., a Nevada corporation
(the "Company"), and does hereby irrevocably constitute and appoint ___________
attorney to transfer such Warrant on the books of the Company, with full power
of substitution.

Dated:
      ---------------------------

                                          Signature
                                                    ---------------------------


                                       9
<PAGE>

                                     NOTICE

        The signature on the foregoing Assignment must correspond to the name as
written upon the face of this Warrant.




                                       10
<PAGE>

                              ELECTION TO EXERCISE


To:     Vital Living, Inc.
        5080 N. 40th Street, Suite 105
        Phoenix, Arizona 85018-2147

        The undersigned hereby exercises his, her, or its rights to purchase
shares of Common Stock, without par value ("the Common Stock"), of Vital Living,
Inc., a Nevada corporation (the "Company"), covered by the within Warrant and
tenders payment herewith in the amount of [____] Dollars ($___) in accordance
with the terms thereof, and requests that certificates for the securities
constituting such shares of Common Stock be issued in the name of, and delivered
to:






     (Print Name, Address, and Social Security or Tax Identification Number)

and, if such number of shares of Common Stock shall not constitute all such
shares of Common Stock covered by the within Warrant, that a new Warrant for the
balance of the shares of Common Stock covered by the within Warrant shall be
registered in the name of, and delivered to, the undersigned at the address
stated below.


Dated:                                          Name
      ---------------------------                   ---------------------------
                                                    (Print)


Address:

                                                    ---------------------------
                                                           (Signature)



                                       11