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                                                                   EXHIBIT 10.29

                        SERIES D WARRANT FOR STEPHEN CHEN

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 D REDEEMABLE WARRANT FOR THE PURCHASE
                                       OF
                 200,000 SHARES OF COMMON STOCK, PAR VALUE $.001

                                                           ________________ 2003

         THIS CERTIFIES that, for value received, Stephen Chen, 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., April __,
2007, New York 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"), 100,000 shares of Common Stock, exercisable at an
exercise price per share equal to $1.30 (the "Series D 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 D 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 D
Warrant Shares.

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

         SECTION 1         EXERCISE OF WARRANT.

                           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 D Warrant Exercise Price and the
number of Series D Warrant Shares for which this Series D 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.

         SECTION 2         RIGHTS UPON EXERCISE; DELIVERY OF SECURITIES.

         Upon each exercise of the Holder's rights to purchase Series D Warrant
Shares, the Holder shall be deemed to be the holder of record of the Series D
Warrant Shares, notwithstanding that the transfer books of the Company shall
then be closed or certificates representing the Series D 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 D 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 D 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

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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 D 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.

         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
D 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 D 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 D 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.

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                  (c)      In any case in which this Section 5 shall require
that an adjustment in the number of Series D 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 D Warrant Shares, if any,
issuable upon such exercise over and above the number of Series D 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 D Warrant Shares issuable and the Series D 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.

                  (f)      No adjustment in the Series D 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 D 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 D
Exercise Price in effect prior to such adjustment and dividing the product so
obtained by the new Series D 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

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(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 D 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 D 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 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.

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                  (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 D 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 D Exercise Price.

         SECTION 8         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

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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 9         LEGEND.

                  Until sold pursuant to the provisions of Rule 144 or an
effective registration statement, the Series D Warrant Shares issued on exercise
of this Warrant shall be subject to a stop transfer order and the certificate or
certificates representing the Series D 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 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 10        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 11        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.

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         SECTION 12        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.

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

                                    VITAL LIVING, INC.

                                    By: __________________________
                                        Stuart A. Benson
                                        Executive Vice President

_________________
Stuart A. Benson
Secretary

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                               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, par value $.001, 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_______________________

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                                     NOTICE

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

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                              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, par value $.001 ("the Common Stock"), of Vital Living,
Inc., a Nevada corporation (the "Company"), covered by the within Warrant and
tenders payment herewith in the amount of [____] Dollars ($___) 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)

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