[Jenson Services letterhead]
5525 South 900 East
Salt Lake City, Utah 84117


May 30, 2000



Jeannene Barham, President
Balanced Living, Inc.
6375 South Highland Drive, Suite D
Salt Lake City, Utah 84121

Re:       Acquisition or reorganization proposal for Balanced
          Living, Inc., a Colorado corporation (the "Company")

Dear Ms. Barham:

          Jenson Services, Inc., a Utah corporation and financial consulting
firm ("Jenson Services"), specializes in acquisitions, reorganizations and
mergers of privately-held companies desiring to go public through a "reverse"
acquisition, reorganization or merger, other types of reorganizations or
mergers and venture capital funding.

          Leonard W. Burningham, Esq., who acts as your counsel, has also
represented us for a number of years, but we waive any requirement that he
represent us in the following proposal, along with any potential conflict that
may exist.  We are also certain that you have qualified financial consultants
that can review all matters proposed with you.

          The Company has had preliminary discussions with representatives
of Wizzard Software Corporation, a Delaware corporation ("Wizard"), whose
business operations focus in the areas of the desktop speech/voice recognition
markets for both consumers and corporate customers.  A copy of all material
information that has presently been provided to me regarding Wizzard is
attached hereto for your review.

          I am also attaching a proposed Letter of Intent.  The terms and
conditions thereof are satisfactory to Wizzard.

          Please note that a condition to the closing of this particular
proposed reorganization would require that a minimum of $5,000,000 and a
maximum of $9,000,000 be raised by the Company at an offering price of between
$2.50 and $4 per share.  Jenson Services and another venture capital firm are
confident that they can raise the minimum funding to satisfy this condition,
and would target to raise at least $7,000,000; however, no assurance can be
given that these funds can be raised to satisfy this condition.

          This Letter of Intent assumes that Jenson Services shall become
the controlling stockholder of the Company for all purposes respecting
completing this proposal.

          Jenson Services proposes (and the Letter of Intent provides) to
deposit the sum of $25,000 into the trust account of Leonard W. Burningham,
Esq., who shall be engaged to represent the Company in connection with the
proposed reorganization, for the payment of such expenses as may become due
respecting the reorganization and the sale of your subsidiary's shares as
outlined in your proposal to the Company's stockholders dated May 26, 2000
(except for the printing and issuance of the subsidiary's shares and the
engagement of its transfer agent), including but not limited to legal,
accounting, courier and mailing fees and similar costs.  Jenson Services would
also agree to indemnify and hold the Company harmless for any additional
expenses in regard to the proposed reorganization and/or the conveyance and/or
exchange of the shares owned by the Company in its subsidiary, The Balanced
Woman, Inc., a Colorado corporation ("Balanced Woman").

          The sale of the Balanced Woman and the cancellation of the
outstanding warrants and options to acquire outstanding securities of the
Company is an important condition to the completion of this proposal.  It will
be difficult to raise the funds to satisfy the minimum cash requirements of
the Letter of Intent while there are outstanding options or warrants, some at
substantially less than the proposed offering price of the private placement.
Respecting the rights granted to you and Rose N. Blackham to cancel shares
owned by you in Balanced Living for every share underlying any warrant or
option not exchanged by the holders thereof for Balanced Woman shares, we will
assume this responsibility, at your option, but instead of receiving shares of
Balanced Woman in exchange therefor, we would cancel the Balanced Woman shares
to its treasury, which would increase the percentage of ownership of the other
stockholders of Balanced Woman.

          In consideration of the foregoing, Jenson Services shall be issued
shares of "restricted securities" (common stock) amounting to not less than
2,500,000 of the outstanding voting securities of the Company, so that Jenson
Services will have absolute control over the completion of this proposal.

          There will be a forward split of the outstanding securities of the
Company under the proposal of 1.65 for one, and of the 2,500,000 shares to be
issued to Jenson Services (4,125,000 following the split), Jenson Services
will only retain 100,000 post-split shares.

          Jenson Services anticipates that on the execution of the Letter of
Intent that the required funding can be raised within 30 to 45 days
thereafter.  This would provide for an estimated closing of the proposed
reorganization no later than mid-July, 2000.

          Time is of the essence.  Mr Burningham will be out-of-town from
May 31 until June 17, and we would like to complete the first draft of the
Private Offering Memorandum prior to his departure; by then, the name of the
broker being utilized and the offering price of the private placement should
be known.

          We also consider it to be very important to examine the industry
in which Wizzard presently operates, and to formulate the outline of a
business plan covering the required funding or cash requirements and sources,
material purchases of plant and equipment and available financing arrangements
and other material factors, with this business plan outline being prepared on
the assumption that this particular proposal has been completed.  If the new
directors then believe that this is a potentially profitable venture for the
Company, and if all conditions have been satisfied, it will presumably be
completed.

          We would be happy to provide you with personal references, and you
may visit our web site at www.jensonservices.com for information regarding
other reorganizations that we have been instrumental in completing.

          If this proposal is not completed satisfactorily and within a
reasonable time, we are confident that any number of well capitalized or
viable operating entities would be willing to enter into similar arrangements
with the Company.  We would be happy to facilitate these, in such event.  On
the other hand, if the Wizzard proposal cannot be completed, Jenson Services
would also be willing to cancel all stock purchased, pay, indemnify and hold
the Company harmless from and against any liabilities that are incurred or
that may arise during the period of time that it controlled the Company and to
cause you to be designated and appointed as the sole director, while obtaining
the resignations of the directors that we ask you to nominate, being Joel
Hardman and Jeffrey Hardman.  Although these persons are our nominees as
directors, we are confident that they will act on their own independent
judgment.

          For the purposes of meeting with you and any consultants that may
be advising you, we have asked Mr. Burningham to prepare a Consent of
Directors and the Majority Stockholders of Balanced Living Inc. to effect the
foregoing and the Letter of Intent.

          I will look forward to discussing this proposal with you at your
earliest convenience.

          Thank you very much.

                                   Very truly yours,

                                   /s/Duane S. Jenson

                                   Duane S. Jenson, President


ACCEPTED: May 30, 2000


BALANCED LIVING, INC.


By/s/Jeannene Barham
     Jeannene Barham, President