VITAL
        LIVING, INC.

      2005
        INCENTIVE COMPENSATION PLAN

      STOCK
        OPTION AGREEMENT

       

      Unless
        otherwise defined herein, the terms defined in the 2005 Incentive Compensation
        Plan (the "Plan")
        shall
        have the same defined meanings in this Stock Option Agreement.

       

      I.
          NOTICE
        OF STOCK OPTION GRANT

       

      
        	
                Name:

              	 
	
                Address:

              	 


      

      


      The
        undersigned Optionee has been granted an Option to purchase Common Stock
        of the
        Company, subject to the terms and conditions of the Plan and this Option
        Agreement, as follows:

       

      
        	
                Date
                  of Grant:

              	 
	
                Vesting
                  Commencement Date:

              	 
	
                Exercise
                  Price per Share:

              	
                $

              
	
                Total
                  Number of Shares Granted:

              	 
	
                Total
                  Exercise Price:

              	
                $

              


      

       

      
        	
                Type
                  of Option:

              	
                o
Incentive
                  Stock
                  Option

              
	
                
                  x
Nonstatutory
                    Stock
                    Option

                

              


      

       

      
        	
                Expiration
                  Date:

              	
                As
                  provided in Section 3 of the Agreement.

              
	
                Vesting
                  Schedule:

              	
                This
                  Option shall be fully vested upon the Date of Grant.

              
	
                Exercise
                  Schedule:

              	
                To
                  the extent vested, this Option shall be exercisable during its
                  term as
                  provided in Section 3 of the Stock Option
                  Agreement.

              


      

      


      II.
          AGREEMENT

       

      1.  Grant
        of Option.
        The
        Plan Administrator of the Company hereby grants to the Optionee named in
        the
        Notice of Stock Option Grant (the “Optionee”),
        an
        option (the “Option”)
        to
        purchase the number of Shares set forth in the Notice of Stock Option Grant,
        at
        the exercise price per Share set forth in the Notice of Stock Option Grant
        (the
“Exercise
        Price”),
        and
        subject to the terms and conditions of the Plan, which is incorporated herein
        by
        reference. Subject to Section 11(e) of the Plan, in the event of a conflict
        between the terms and conditions of the Plan and this Option Agreement, the
        terms and conditions of the Plan shall prevail.

       

      
        
           

        

        
          -1-

          
            

          

        

        
           

        

      

       

      If
        designated in the Notice of Stock Option Grant as an Incentive Stock Option
        (“ISO”),
        this
        Option is intended to qualify as an Incentive Stock Option as defined in
        Section 422 of the Code. Nevertheless, to the extent that it exceeds the
        $100,000 rule of Code Section 422(d), this Option shall be treated as a
        Nonstatutory Stock Option.

       

      2.  Exercise
        of Option.

       

      (a)  Right
        to Exercise.
        This
        Option shall be exercisable during its term in accordance with the Vesting
        Schedule set out in the Notice of Stock Option Grant and with the applicable
        provisions of the Plan and this Option Agreement.

       

      (b)  Method
        of Exercise.
        This
        Option shall be exercisable by delivery of an exercise notice in the form
        attached as Exhibit A
        (the
“Exercise
        Notice”)
        which
        shall state the election to exercise the Option, the number of Shares with
        respect to which the Option is being exercised, and such other representations
        and agreements as may be required by the Company.

       

      No
        Shares
        shall be issued pursuant to the exercise of this Option unless such issuance
        and
        such exercise complies with Applicable Laws. Assuming such compliance, for
        income tax purposes the Shares shall be considered transferred to the Optionee
        on the date on which the Option is exercised with respect to such
        Shares.

       

      The
        Option shall be deemed exercised when the Company receives (i) written or
        electronic notice of exercise (in accordance with this Option Agreement)
        from
        the Optionee (or other person entitled to exercise the Option), and
        (ii) full payment for the Shares with respect to which the Option is
        exercised, and (iii) any other documents required by this Option Agreement
        or the Exercise Notice. Full payment may consist of any consideration and
        method
        of payment permitted by this Option Agreement. Shares issued upon exercise
        of an
        Option shall be issued in the name of the Optionee or, if requested by the
        Optionee, in the name of the Optionee and his or her spouse. Until the Shares
        are issued (as evidenced by the appropriate entry on the books of the Company
        or
        of a duly authorized transfer agent of the Company), no right to vote or
        receive
        dividends or any other rights as a stockholder shall exist with respect to
        the
        Shares, notwithstanding the exercise of the Option. The Company shall issue
        (or
        cause to be issued) such Shares promptly after the Option is exercised. No
        adjustment will be made for a dividend or other right for which the record
        date
        is prior to the date the Shares are issued, except as provided in Section
        11(c)
        of the Plan.

       

      Exercise
        of this Option in any manner shall result in a decrease in the number of
        Shares
        thereafter available for sale under the Option, by the number of Shares as
        to
        which the Option is exercised.

       

      3.  Term.
        Optionee may not exercise the Option before the commencement of its term
        or
        after its term expires. During the term of the Option, Optionee may only
        exercise the Option to the extent vested. The term of the Option commences
        on
        the Date of Grant and expires upon the earliest
        of the
        following:

       

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

       

      (a)  With
        respect to the unvested portion of the Option, upon termination of Optionee's
        Continuous Service;

       

      (b)  With
        respect to the vested portion of the Option, thirty (30) days after the
        termination of Optionee's Continuous Service for any reason other than
        Optionee's Disability, death or termination for Cause;

       

      (c)  With
        respect to the vested portion of the Option, immediately upon the termination
        of
        Optionee's Continuous Service for Cause;

       

      (d)  With
        respect to the vested portion of the Option, twelve (12) months after the
        termination of Optionee's Continuous Service due to Optionee's Disability
        or
        death;

       

      (e)  Immediately
        prior to the close of certain Corporate Transactions, pursuant to
        Section 10(c) of the Plan; or

       

      (f)  The
        day
        before the tenth (10th) anniversary
        of the Date of Grant.

       

      4.  Method
        of Payment.
        Payment
        of the aggregate Exercise Price shall be by any of the following, or a
        combination thereof, at the election of the Optionee:

       

      (a)  cash
        or
        check;

       

      (b)  consideration
        received by the Company under a formal cashless exercise program adopted
        by the
        Company in connection with the Plan; or

       

      (c)  surrender
        of other Shares which, (i) in the case of Shares acquired from the Company,
        either directly or indirectly, have been owned by the Optionee for more than
        six (6) months on the date of surrender, and (ii) have a Fair Market
        Value on the date of surrender equal to the aggregate Exercise Price of the
        Exercised Shares.

       

      5.  Optionee’s
        Representations.
        In the
        event the Shares have not been registered under the Securities Act of 1933,
        as
        amended (the "Securities
        Act"),
        at
        the time this Option is exercised, the Optionee shall, if required by the
        Company, concurrently with the exercise of all or any portion of this Option,
        deliver to the Company an investment representation statement in a form
        satisfactory to the Company.

       

      6.  Lock-Up
        Period.
        Optionee hereby agrees that Optionee shall not offer, pledge, sell, contract
        to
        sell, sell any option or contract to purchase, purchase any option or contract
        to sell, grant any option, right, or warrant to purchase, lend, or otherwise
        transfer or dispose of, directly or indirectly, any Common Stock (or other
        securities) of the Company or enter into any swap, hedging, or other arrangement
        that transfers to another, in whole or in part, any of the economic consequences
        of ownership of any Common Stock (or other securities) of the Company held
        by
        Optionee (other than those included in the registration under the Securities
        Act) for a period specified by the representative of the underwriters of
        Common
        Stock (or other securities) of the Company not to exceed one hundred eighty
        (180) days following the effective date of any registration statement of
        the
        Company filed under the Securities Act.

       

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

       

      Optionee
        agrees to execute and deliver such other agreements as may be reasonably
        requested by the Company or the underwriter which are consistent with the
        foregoing or which are necessary to give further effect thereto. In addition,
        if
        requested by the Company or the representative of the underwriters of Common
        Stock (or other securities) of the Company, Optionee shall provide, within
        ten
        (10) days of such request, such information as may be required by the Company
        or
        such representative in connection with the completion of any public offering
        of
        the Company’s securities pursuant to a registration statement filed under the
        Securities Act. The obligations described in this Section shall not apply
        to a
        registration under the Securities Act relating solely to employee benefit
        plans
        on Form S-1 or Form S-8 or similar forms that may be promulgated in
        the future, or a registration relating solely to a Securities Act Rule 145
        transaction on Form S-4 or similar forms that may be promulgated in the
        future. The Company may impose stop-transfer instructions with respect to
        the
        shares of Common Stock (or other securities) subject to the foregoing
        restriction until the end of said one hundred eighty (180) day period.
        Optionee agrees that any transferee of the Option or shares acquired pursuant
        to
        the Option shall be bound by this Section 6.

       

      7.  Restrictions
        on Exercise.
        This
        Option may not be exercised until such time as the Plan has been approved
        by the
        stockholders of the Company, or if the issuance of such Shares upon such
        exercise or the method of payment of consideration for such shares would
        constitute a violation of any Applicable Laws.

       

      8.  Non-Transferability
        of Option.
        This
        Option may not be transferred in any manner otherwise than by will or by
        the
        laws of descent or distribution and may be exercised during the lifetime
        of
        Optionee only by Optionee. The terms of the Plan and this Option Agreement
        shall
        be binding upon the executors, administrators, heirs, successors and assigns
        of
        the Optionee.

       

      9.  Tax
        Obligations.

       

      (a)  Withholding
        Taxes.
        Optionee agrees to make appropriate arrangements with the Company (or the
        Parent
        or Subsidiary employing or retaining Optionee) for the satisfaction of all
        Federal, state, local, and foreign income and employment tax withholding
        requirements applicable to the Option exercise. Optionee acknowledges and
        agrees
        that the Company may refuse to honor the exercise and refuse to deliver Shares
        if such withholding amounts are not delivered at the time of
        exercise.

       

      (b)  Notice
        of Disqualifying Disposition of ISO Shares.
        If the
        Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise
        disposes of any of the Shares acquired pursuant to the ISO on or before the
        later of (1) the date two years after the Date of Grant, or (2) the
        date one year after the date of exercise, the Optionee shall immediately
        notify
        the Company in writing of such disposition. Optionee agrees that Optionee
        may be
        subject to income tax withholding by the Company on the compensation income
        recognized by the Optionee.

       

      10.  Entire
        Agreement; Governing Law.
        The
        Plan is incorporated herein by reference. The Plan and this Option Agreement
        constitute the entire agreement of the parties with respect to the subject
        matter hereof and supersede in their entirety all prior undertakings and
        agreements of the Company and Optionee with respect to the subject matter
        hereof, and may not be modified adversely to the Optionee’s interest except by
        means of a writing signed by the Company and Optionee. This agreement is
        governed by the internal substantive laws, but not the choice of law rules,
        of
        Arizona.

       

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

       

      11.  No
        Guarantee of Continued Service.
        OPTIONEE
        ACKNOWLEDGES AND AGREES THAT THE
        VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY
        BY
        PROVIDING CONTINUOUS SERVICE AT THE WILL OF THE COMPANY (NOT THROUGH THE
        ACT OF
        BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE
        FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS
        CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
        CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUOUS SERVICE FOR THE VESTING
        PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH
        OPTIONEE’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONEE’S CONTINUOUS
        SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE.

       

      Optionee
        acknowledges receipt of a copy of the Plan and represents that he or she
        is
        familiar with the terms and provisions thereof, and hereby accepts this Option
        subject to all of the terms and provisions thereof. Optionee has reviewed
        the
        Plan and this Option in their entirety, has had an opportunity to obtain
        the
        advice of counsel prior to executing this Option and fully understands all
        provisions of the Option. Optionee hereby agrees to accept as binding,
        conclusive and final all decisions or interpretations of the Administrator
        upon
        any questions arising under the Plan or this Option. Optionee further agrees
        to
        notify the Company upon any change in the residence address indicated
        below.

       

       

      
        	 	 	 	 
	OPTIONEE	 	 	VITAL
                LIVING, INC.
	 	 	 	 
	 	 	 	 
	
                
Signature	 	 	
                
By


      

      
        	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                
Print
                Name	 	 	
                
Title


      

      
        	 	 	 	 
	
              	 	 	 
	 	 	 	 
	
                
 	 	 	 
	
                
Residence
                Address	 	 	
              




       

      
        
           

        

        
          -5-

          
            

          

        

        
           

        

      

      



      


      EXHIBIT
        A

       

      2005
        INCENTIVE COMPENSATION PLAN

      EXERCISE
        NOTICE

       

      Vital
        Living, Inc.

      5080
        N.
        40th Street, Suite 105

      Phoenix,
        Arizona 85018-2147

      


       

      Attention:
        _________________

       

      1.  Exercise
        of Option.
        Effective as of today, _____________, _____, the undersigned (“Optionee”)
        hereby
        elects to exercise Optionee’s option to purchase _________ shares of the Common
        Stock (the “Shares”)
        of
        Vital Living, Inc. (the “Company”)
        under
        and pursuant to the 2005 Incentive Compensation Plan (the “Plan”)
        and
        the Stock Option Agreement dated ____________, ____ (the “Option
        Agreement”).

       

      2.  Delivery
        of Payment.
        Optionee herewith delivers to the Company the full purchase price of the
        Shares,
        as set forth in the Option Agreement, and any and all withholding taxes due
        in
        connection with the exercise of the Option.

       

      3.  Representations
        of Optionee.
        Optionee acknowledges that Optionee has received, read and understood the
        Plan
        and the Option Agreement and agrees to abide by and be bound by their terms
        and
        conditions.

       

      4.  Rights
        as Stockholder.
        Until
        the issuance of the Shares (as evidenced by the appropriate entry on the
        books
        of the Company or of a duly authorized transfer agent of the Company), no
        right
        to vote or receive dividends or any other rights as a stockholder shall exist
        with respect to the Optioned Stock, notwithstanding the exercise of the Option.
        The Shares shall be issued to the Optionee as soon as practicable after the
        Option is exercised in accordance with the Option Agreement. No adjustment
        shall
        be made for a dividend or other right for which the record date is prior
        to the
        date of issuance except as provided in Section 11(c) of the
        Plan.

       

      5.  Tax
        Consultation.
        Optionee understands that Optionee may suffer adverse tax consequences as
        a
        result of Optionee’s purchase or disposition of the Shares. Optionee represents
        that Optionee has consulted with any tax consultants Optionee deems advisable
        in
        connection with the purchase or disposition of the Shares and that Optionee
        is
        not relying on the Company for any tax advice.

       

      6.  Restrictive
        Legends and Stop-Transfer Orders.

       

      (a)  Legends.
        Optionee understands and agrees that the Company shall cause the legends
        set
        forth below or legends substantially equivalent thereto, to be placed upon
        any
        certificate(s) evidencing ownership of the Shares together with any other
        legends that may be required by the Company or by state or federal securities
        laws:

       

      
        
           

        

        
          A-1

          
            

          

        

        
           

        

      

       

      THE
        SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER
        FOR A PERIOD NOT TO EXCEED 180 DAYS FOLLOWING THE EFFECTIVE DATE OF THE
        UNDERWRITTEN PUBLIC OFFERING OF THE COMPANY’S SECURITIES AND MAY NOT BE SOLD OR
        OTHERWISE DISPOSED OF BY THE HOLDER WITHOUT THE CONSENT OF THE COMPANY OR
        THE
        MANAGING UNDERWRITER.

       

      (b)  Stop-Transfer
        Notices.
        Optionee agrees that, in order to ensure compliance with the restrictions
        referred to herein, the Company may issue appropriate “stop transfer”
instructions to its transfer agent, if any, and that, if the Company transfers
        its own securities, it may make appropriate notations to the same effect
        in its
        own records.

       

      (c)  Refusal
        to Transfer.
        The
        Company shall not be required (i) to transfer on its books any Shares that
        have been sold or otherwise transferred in violation of any of the provisions
        of
        this Exercise Notice or (ii) to treat as owner of such Shares or to accord
        the right to vote or pay dividends to any purchaser or other transferee to
        whom
        such Shares shall have been so transferred.

       

      7.  Successors
        and Assigns.
        The
        Company may assign any of its rights under this Exercise Notice to single
        or
        multiple assignees, and this Exercise Notice shall inure to the benefit of
        the
        successors and assigns of the Company. Subject to the restrictions on transfer
        herein set forth, this Exercise Notice shall be binding upon Optionee and
        his or
        her heirs, executors, administrators, successors and assigns.

       

      8.  Interpretation.
        Any
        dispute regarding the interpretation of this Exercise Notice shall be submitted
        by Optionee or by the Company forthwith to the Administrator which shall
        review
        such dispute at its next regular meeting. The resolution of such a dispute
        by
        the Administrator shall be final and binding on all parties.

       

      9.  Governing
        Law; Severability.
        This
        Exercise Notice is governed by the internal substantive laws, but not the
        choice
        of law rules, of Arizona. In the event that any provision hereof becomes
        or is
        declared by a court of competent jurisdiction to be illegal, unenforceable
        or
        void, this Option Agreement will continue in full force and effect.

       

      10.  Entire
        Agreement.
        The
        Plan and Option Agreement are incorporated herein by reference. This Exercise
        Notice, the Plan, the Option Agreement, and any investment representation
        statement constitute the entire agreement of the parties with respect to
        the
        subject matter hereof and supersede in their entirety all prior undertakings
        and
        agreements of the Company and Optionee with respect to the subject matter
        hereof, and may not be modified adversely to the Optionee’s interest except by
        means of a writing signed by the Company and Optionee.

       

      
        
           

        

        
          A-2

          
            

          

        

        
           

        

      

      
         

        
          	 	 	 	 
	OPTIONEE	 	 	VITAL
                  LIVING, INC.
	 	 	 	 
	 	 	 	 
	
                  
Signature	 	 	
                  
By


        

        
          	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                  
Print
                  Name	 	 	
                  
Title


        

        
          	 	 	 	 
	
                	 	 	 
	 	 	 	 
	
                  
 	 	 	 
	
                  
Residence
                  Address	 	 	
                


        

      

      


       

      


      


      


      SIGNATURE
        PAGE OF STOCK OPTION EXERCISE NOTICE

       

      
        
           

        

        
          A-3