BALANCED LIVING, INC.
                6375 South Highland Drive, Suite D
                    Salt Lake City, Utah 84121


May 30, 2000



Wizzard Software Corporation
424 Gold Way
Pittsburgh, Pennsylvania 15213

Attention:     Christopher J. Spencer, President

Re:       Letter of Intent for the acquisition by Balanced
          Living, Inc., a Nevada corporation ("Balanced
          Living"), of 100% of the outstanding securities of
          Wizzard Software Corporation, a Delaware corporation
          ("Wizzard")

Dear Mr. Spencer:

          This letter will confirm the following general terms upon which
the Board of Directors of Balanced Living will adopt an Agreement and Plan of
Reorganization (the  "Reorganization ") whereby Balanced Living will exchange
shares of its one mill  ($0.001) par value common voting stock for up to 100%
of the outstanding stock of Wizzard.

          We propose that a Reorganization approved by our respective Boards
of Directors be negotiated and executed and which will set forth in detail our
intent, upon the following general terms and conditions:

          A.   The Reorganization

          At or prior to the closing of the Reorganization (the "Closing"),
Balanced Living will:

           (i) Acquire and/or cancel all outstanding warrants, stock
               options or other contractual commitments granting the
               holders thereof the right to acquire any authorized but
               unissued securities of Balanced Living.

          (ii) Satisfy and pay all liabilities of any type or nature
               whatsoever, and shall have no liabilities, material assets
               or subsidiaries, and all of its expenses incident to the
               Reorganization or otherwise shall have been paid or
               satisfied.

          (iii)     Issue an aggregate of 100,000 pre-split shares of its common
                    stock to an attorney (Leonard W. Burningham, Esq. and
                    certain of his employees) for non-capital raising services
                    rendered and to be rendered to Balanced Living prior to the
                    completion of the Reorganization, and the preparation and
                    filing of an S-8 Registration Statement with the Commission
                    registering these shares.  These shares shall be valued at
                    $10,000, which is the approximate value of the services to
                    be rendered, without taking into consideration any value for
                    the Reorganization, because of the substantial conditions
                    precedent to its completion and the uncertainty of its
                    Closing; and issue an aggregate of 2,500,000 shares of its
                    common stock to Jenson Services, Inc., a Utah corporation
                    and financial consulting firm ("Jenson Services") in
                    consideration of $25,000.

          (iv) Effect a 1.65 for one forward split of its outstanding
               common stock, increasing the pre-Reorganization Balanced
               Living outstanding shares from 3,467,849 to 5,721,950
               shares,  more or less (depending upon rounding resulting
               from the forward split), and taking into account the shares
               and rights to shares to be canceled in A(v) and the shares
               to be issued as provided in A(iii).

          (v)  Cancel 4,025,000 shares of its outstanding stock
               representing a portion of the shares of Balanced Living's
               common stock that are owned by its principal stockholder in
               consideration of the Agreement.

          (vi)      Balanced Living shall conduct a private placement (the
                    "Private Offering") of post-split shares of its restricted
                    securities (common stock) at a price of between $2.50 and
                    $4.00 per share, to raise a minimum of $5,000,000 (the
                    "Minimum Offering") and a maximum of $9,000,000 (the
                    "Maximum Offering"), with a condition precedent to the
                    Reorganization being the completion of the Minimum Offering.
                    The Private Offering shall be offered and sold by a
                    registered broker/dealer, to be selected by Balanced Living
                    and Wizzard, that will be paid a sales commission of
                    approximately 8% of the offering proceeds and other related
                    expenses, subject to receipt of the Minimum Offering.  The
                    confidential private offering memorandum (the "Offering
                    Memorandum") describing the Private Offering shall be
                    prepared by Balanced Living's counsel, Leonard W.
                    Burningham, Esq.,with the assistance of Wizzard's counsel,
                    and shall primarily describe an investment opportunity in
                    Wizzard, as adjusted to take into account the
                    Reorganization.  Wizzard will cooperate with Balanced Living
                    in connection with the Private Offering.  Wizzard and
                    Balanced Living shall each indemnify and hold the other,
                    their agents and counsel, harmless from and against any
                    liability of any type or nature whatsoever relating to any
                    misstatements of material information or omissions thereof
                    regarding the other that are contained in the Offering
                    Memorandum. The securities sold in the Private Offering
                    shall be sold, subject to lock-up/leak-out provisions, and
                    shall be subsequently registered with the Securities and
                    Exchange Commission (the "Commission") pursuant to the
                    Securities Act of 1933, as amended (the "Securities Act"),
                    for public resale, as shall be described in the Offering
                    Memorandum.  If the Minimum Offering is completed, but the
                    Reorganization is not consummated, then the proceeds of the
                    Private Offering shall be returned to investors, without any
                    deduction therefrom or interest thereon.  The reorganized
                    Balanced Living agrees to use its "best efforts" to (i)
                    register all of the securities purchased in the Private
                    Offering by filing a registration statement within forty-
                    five (45) days after the Closing, and (ii) cause such
                    registration statement to be declared effective within one
                    hundred fifty (150) days after Closing.  The shares
                    registered hereby shall be subject to lock-up/leak-out
                    provisions which shall allow the investors in the Private
                    Offering to sell or otherwise transfer ten (10%) percent of
                    their shares purchased in each three-month period after the
                    registration statement is declared effective, such amounts
                    to be cumulative.  All lock-up/leak-out restrictions shall
                    expire upon the later of eighteen (18) months after the
                    Closing or one year after the registration statement is
                    declared effective.

          (vii)     Acquire all of the outstanding shares of common stock of
                    Wizzard that are owned by its current principal stockholders
                    (the "Principal Stockholders"), amounting to approximately
                    13,090,000 shares of Wizzard's total outstanding shares of
                    13,635,938 or approximately 96% of  Wizzard's outstanding
                    securities (not including shares issued upon conversion of a
                    certain Convertible Promissory Note dated May 2, 2000 [if
                    converted pursuant to its terms at the Closing]), by the
                    exchange for 13,446,950 shares of restricted common stock of
                    Balanced Living or 1.027268907 shares of Balanced Living for
                    each share of Wizard.


          (viii)    Use its best efforts to acquire the remaining
                    outstanding securities of Wizzard on similar terms and
                    conditions, and to the extent required or necessary by
                    applicable law, and subject to lock-up/leak-out
                    provisions accompanying the offer: (1) file a
                    registration statement with the Commission under the
                    Securities Act covering the share exchange proposal
                    with the remaining Wizzard stockholders on or before
                    one year from the date of the initial Closing of the
                    Reorganization; (2) seek a "no action" letter from the
                    Commission to allow the reorganized Balanced Living to
                    file such a registration statement earlier than one
                    year, and within approximately six months; or (3) seek
                    a "no action" letter from the Commission allowing the
                    reorganized Balanced Living to effect the exchange
                    with Wizzard's remaining stockholders in a transaction
                    exempt from the registration provisions of Section 5
                    of the Securities Act, whichever can assist in
                    accomplishing the exchange with Wizzard's remaining
                    stockholders as soon as is practicable.

          (ix)      Designate and elect the present directors and executive
                    officers of Wizzard to the same positions with Balanced
                    Living, at which time the current directors and executive
                    officers of Balanced Living will resign.

          (x)  Following the Reorganization, and assuming the sale of an
               aggregate of  2,800,000 shares at a price of $2.50 in the
               Private Offering for an aggregate of $7,000,000 (1,750,000
               shares, if the Private Offering is at $4.00 per share),
               there would then be 17,943,900 outstanding shares of
               Balanced Living's common stock (16,893,900 shares, if the
               Private Offering is at $4.00 per share), approximately 9% of
               which would then be owned by the former stockholders of
               Balanced Living (and approximately 10%, if the Private
               Offering is at $4.00 per share); approximately 16% of which
               would then be owned by the Private Offering participants
               (approximately 10%, if the Private Offering is at $4.00 per
               share); and approximately 75% of which would then be owned
               by the Principal Stockholders of Wizzard (approximately 80%,
               if the Private Offering is at $4.00 per share).   Wizzard
               would then be a 96% subsidiary of Balanced Living, with 3%
               of the outstanding shares of Wizzard remaining in the hands
               of Wizzard's prior stockholders.  These computations do not
               include any shares that may be issued in connection with the
               Convertible Promissory Note dated May 2, 2000.

          (xi) On Closing, Balanced Living's name will be changed to
               "Wizzard Software Corporation."

          (xii)     To the extent applicable, the acquisition is intended to be
                    a tax-free reorganization under Section 368(a)(1)(B) of the
                    Internal Revenue Code.   No opinion in this respect is given
                    by Balanced Living or its legal counsel.

          B.   The Reorganization.

          The Reorganization shall include, contain or provide:

           (i) Representations and Warranties.  Customary and usual
               representations and warranties by the parties.

          (ii) Opinions of Counsel.  For the delivery at Closing of
               favorable opinions of counsel for the corporate parties with
               respect to customary and usual matters of law covered under
               similar agreements and parties.

               (iii)     Financial and Other Information.

               (a)  The examination and inspection of the books and
                    records of each of the parties prior to Closing; the
                    delivery no later than at Closing of customary
                    schedules listing each party's material contracts,
                    real and personal properties, pending, threatened and
                    contemplated legal proceedings and employees; assets
                    and liabilities, including contingencies and
                    commitments, and such other information as is
                    customarily provided or as may be reasonably
                    requested;

               (b)  Each of the parties will provide audited financial
                    statements, consisting of a balance sheet and a
                    related statement of income for the period then ended
                    which fairly present the financial condition of each
                    as of their respective dates and for the periods
                    involved, and such statements shall be prepared in
                    accordance with generally accepted accounting
                    principles consistently applied, on Closing, for such
                    period or periods as shall be set forth in the
                    Reorganization; and

               (c)  The financial statements of Balanced Living shall
                    reflect no liabilities and no assets prior to the
                    Closing, with all expenses related to the
                    Reorganization having been paid.

          (iv) Expenses.  It is understood and agreed that the completion
               of the Reorganization will require the joint efforts of many
               parties, including those of Jenson Services, Inc. ("Jenson
               Services") and Corporate Capital Management, LLC ("CCM"),
               two financial consulting firms.  In the event of the
               termination of the Reorganization or the failure to satisfy
               the conditions precedent to the completion of the
               Reorganization, Balanced Living, Wizzard, Jenson Services
               and CCM will each bear and pay their respective costs and,
               except as herein provided, no party shall have any liability
               to any other for any such expenses.  Generally, it is
               anticipated that all Reorganization related expenses of
               Balanced Living shall be paid by Jenson Services, with the
               exception of those related to the legal services to be
               rendered in relation to the securities matters as outlined
               in A(vi) above; Wizzard will be responsible for all services
               and costs of its counsel,  Nischwitz, Pembridge & Chriszt
               Co., LPA, respecting the Reorganization, the Offering
               Memorandum information respecting Wizzard or otherwise;
               Wizzard will be responsible for payment of $50,000 and CCM
               shall be responsible for all other costs billed by the firm
               of Robson Ferber Frost Chan & Essner, LLP, which will
               involve the preparation of the Reorganization documents and
               exhibits and the review of all documents related to the
               Reorganization.  All expenses for matters to occur following
               the Closing shall be the responsibility of the reorganized
               Balanced Living, including the costs and expenses related to
               any required registration statements to be filed with the
               Commission.  In consideration of the expenses of Jenson
               Services and CCM, and other payments to be made, Jenson
               Services and CCM intend to negotiate with a small number of
               current stockholders of Balanced Living, to obtain options
               to acquire a portion of the Balanced Living shares presently
               held by such Balanced Living stockholders or to participate
               in the proceeds from the sale of certain Balanced Living
               shares so owned.

           (v) Conduct of Business of Balanced Living and Wizzard Pending
               Closing.  Until consummation or termination of the
               Reorganization, and except as outlined herein, Balanced
               Living and Wizzard will conduct business only in the
               ordinary course and none of the assets of Balanced Living or
               Wizzard shall be sold or disposed of except in the ordinary
               course of business or with the written consent of the other
               party.  Balanced Living consent to the recission offer
               currently being made by Wizzard.

          (vi) Balanced Living and Wizzard will use their respective "best
               efforts" to complete the Reorganization in a timely manner,
               but not later than 120 days from the date of execution of
               this letter.

           (vii)    Other.

               (a)  Balanced Living and Wizzard shall have received all
                    permits, authorizations, regulatory approvals and
                    third party consents necessary for the consummation of
                    the Reorganization, and all applicable legal
                    requirements shall have been satisfied;

               (b)  The Reorganization shall be executed as soon as
                    practicable;

               (c)  The Boards of Directors of Balanced Living and Wizzard
                    shall have approved, and persons owning not less than
                    80% of the outstanding voting securities of Wizzard
                    shall have accepted the Reorganization;

               (d)  To the extent required by applicable law, the approval
                    of the Balanced Living and Wizzard stockholders shall
                    have been obtained;

               (e)  All notices or other information deemed required or
                    necessary to be given to any party shall be deemed
                    given when actually received if sent by mail or
                    courier or when received by facsimile transmission
                    provided that a confirmation copy is sent by mail at
                    the following addresses:

                    Balanced Living:    6375 South Highland Drive, Suite D
                                   Salt Lake City, Utah 84121

                    With a copy
                    to:            Leonard W. Burningham, Esq
                                   Suite 205, 455 E. 500 S.
                                   Salt Lake City, Utah 84111
                                   Facsimile: 801-355-7126

                    Wizzard:            424 Gold Way
                                   Pittsburgh, Pennsylvania 15213
                                   Facsimile: 412-621-2625

                    With a copy
                    to:            James R. Chriszt, Esq.
                                   Timothy Pembridge, Esq.
                                   Cort Shoe Building, Fourth Floor
                                   1265 West 6th Street
                                   Cleveland, Ohio 44113-1326
                                   Facsimile: 216-861-8180

                    and in all cases with copies to:

                    Corporate Capital Management
                    2000 South Plymouth Road, Suite 210
                    Minnetonka, Minnesota 55305
                    Attn: Mark Savage
                    Facsimile: (612) 512-9958

                    Robson Ferber Frost Chan & Essner, LLP.
                    530 Fifth Avenue
                    New York, New York 10036-5101
                    Attn: David I. Ferber, Esq.
                    Facsimile No. (212) 944-7630

               (f)  Any finder's fee or similar payments with respect to
                    the Reorganization shall be paid by the party agreeing
                    to such fees or payments.

               (g)  The Reorganization shall contain customary and usual
                    indemnification and hold harmless provisions;

               (h)  The transactions which are contemplated herein, to the
                    extent permitted, shall be governed by and construed
                    in accordance with the laws of the State of Delaware.

               (i)  Each party and its agents, attorneys and
                    representatives shall have full and free access to the
                    properties, books and records of the other party (the
                    confidentiality of which the investigating party
                    agrees to retain) for purposes of conducting due
                    diligence investigations;

               (j)  The substance of any public announcement with respect
                    to this Letter of Intent or the Reorganization, other
                    than notices required by law, shall be approved in
                    advance by all parties or their duly authorized
                    representatives;

               (k)  The current Board of Directors and officers of
                    Balanced Living shall resign at closing, and be
                    replaced by those persons designated by Wizzard; and

               (l)  Balanced Living will change its name to "Wizzard
                    Software Corporation."

          Except as provided in paragraphs B(iv), B(v) and B(vii)(i) and
(j), this letter merely evidences the intention of the parties hereto and is
not intended to be legally binding; it may be terminated by either party
without qualification.

          C.   Counterparts.  This Letter of Intent may be executed in any
number of counterparts each of which shall be deemed to be an original
instrument, and all of such counterparts together shall constitute but one
agreement.

          If the foregoing correctly sets forth the substance of the
understanding of the parties, please execute this letter in duplicate, retain
one copy for your records, and return one to Leonard W. Burningham, at his
address, which is Suite 405 Hermes Building, 455 East 500 South, Salt Lake
City, Utah 84111; or by facsimile to 801-355-7126.

                              Very truly yours,

                              BALANCED LIVING, INC.


                              By/S/Jeannene Barham
                                    President


Accepted this 30th day of May,
2000.


WIZZARD SOFTWARE CORPORATION


By/s/Christopher J. Spencer
    Christopher J. Spencer, President


JENSON SERVICES, INC.


By/s/Duane S. Jenson
    Duane S. Jenson, President



CORPORATE CAPITAL MANAGEMENT, LLC


By/s/Mark Savage
    Mark Savage, President