“***Market Price***” shall mean (i) the last reported closing sale price for the Common Stock asofficially reported by the OTC Bulletin Board, if the Common Stock is then traded on the OTCBulletin Board; or (ii) the last reported closing sale price on the Nasdaq SmallCap or NationalMarket or a national securities exchange, if the Common Stock is then traded on the Nasdaq SmallCapor National Market or a national securities exchange, in each case as officially reported by theNasdaq SmallCap or National Market or such national securities exchange; or (iii) if the CommonStock is not then traded on the OTC Bulletin Board, the Nasdaq SmallCap Market, the Nasdaq NationalMarket or a national securities exchange, but is then traded in the over-the-counter market, thenthe average of the last reported bid and asked prices of the Common Stock reported by the NationalQuotation Bureau, Inc. or similar bureau if the National Quotation Bureau, Inc. is no longerreporting such information.          ***“Trading Day”***means a day on which the Common Stock is traded on a Trading Market.          ***“Trading Market*****”**means the following markets or exchanges on which the Common Stock is listedor quoted for trading on the date in question: the Nasdaq SmallCap Market, the American StockExchange, the New York Stock Exchange or the Nasdaq National Market.          ***“VWAP”***means, for any date, the price determined by the first of the following clauses thatapplies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volumeweighted average price of the Common Stock for such date (or the nearest preceding date) on theTrading Market on which the Common Stock is then listed or quoted as reported by BloombergFinancial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) if the Common Stock is not then listed or quoted on a Trading Market and if prices for the CommonStock are then quoted on the OTC Bulletin Board, the volume weighted average price of the CommonStock for such date (or the nearest preceding date) on the OTC Bulletin Board; (c)  if the CommonStock is not then listed or quoted on the OTC Bulletin Board and if prices for the Common Stock arethen reported in the “Pink Sheets” published by the Pink Sheets, LLC (or a similar organization oragency succeeding to its functions of reporting prices), the most recent bid price per share of theCommon Stock so reported; or (d) in all other cases, the fair market value of a share of CommonStock as determined by an independent appraiser selected in good faith by the Purchasers andreasonably acceptable to the Company.     **2. ****Exercise of Warrant.** The rights represented by this Warrant may be exercised inwhole or in part at any time during the Exercise Period, by delivery of the following to theCompany at its address set forth above (or at such other address as it may designate by notice inwriting to the Holder):          **(a)**an executed notice of exercise in the form attached hereto (a “Notice of Exercise”);          **(b)**payment of the Exercise Price in cash or by check; and          **(c)**this Warrant.     Upon the exercise of the rights represented by this Warrant, a certificate or certificates forthe Exercise Shares so purchased, registered in the name of the Holder or persons affiliated withthe Holder, if the Holder so designates, shall be issued and delivered to the Holder within areasonable time after the exercise rights represented by this Warrant shall have been so exercised.The person in whose name any certificate or certificates for Exercise Shares are to be issued uponexercise of this Warrant shall be deemed to have become the holder of record of such shares on thedate on which this Warrant was surrendered and payment of the Exercise Price was made, irrespectiveof the date of delivery of such certificate or certificates.     **3. ****Net Exercise.**Notwithstanding any provisions herein to the contrary, if the fairmarket value of one share of the Company’s Common Stock is greater than the Exercise Price (at thedate of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, theHolder may
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elect to receive shares equal to the value (as determined below) of this Warrant (or theportion thereof being canceled) by surrender of this Warrant at the principal office of the Companytogether with the properly endorsed Notice of Exercise in which event the Company shall issue tothe Holder a number of shares of Common Stock computed using the following formula:     X = Y (A-B)         A     Where X = the number of shares of Common Stock to be issued to the Holder       Y = the number of shares of Common Stock purchasable under theWarrant or, if only a portion of the Warrant is being exercised, the portion ofthe Warrant being canceled (at the date of such calculation)       A = the VWAP on the Trading Day immediately preceding the date of such election       B = Exercise Price (as adjusted to the date of such calculation)     **4.****Covenants of the Company.**The Company covenants and agrees that allExercise Shares that may be issued upon the exercise of the rights represented by this Warrantwill, upon issuance, be validly issued and outstanding, fully paid and nonassessable, and free fromall taxes, liens and charges with respect to the issuance thereof. The Company further covenantsand agrees that the Company will at all times during the Exercise Period, have authorized andreserved, free from preemptive rights, a sufficient number of shares of its Common Stock to providefor the exercise of the rights represented by this Warrant. If at any time during the ExercisePeriod the number of authorized but unissued shares of Common Stock shall not be sufficient topermit exercise of this Warrant, the Company will take such corporate action as may, in the opinionof its counsel, be necessary to increase its authorized but unissued shares of Common Stock to suchnumber of shares as shall be sufficient for such purposes.     **5.****Representations, Warranties and Covenants of Holder.**     **5.1. Acquisition of Warrant for Personal Account.**The Holder represents and warrants that itis acquiring the Warrant solely for its account for investment and not with a view to or for saleor distribution of said Warrant or any part thereof, other than potential transfers betweenaffiliates (including affiliated funds). The Holder also represents that the entire legal andbeneficial interests of the Warrant and Exercise Shares the Holder is acquiring is being acquiredfor, and will be held for, its account only.     **5.2. Securities Are Not Registered.**          **(a)**The Holder understands that the Warrant and the Exercise Shares have not been registeredunder the Securities Act of 1933, as amended (the “***Act***”) on the basis that no distribution orpublic offering of the stock of the Company is to be effected. The Holder realizes that the basisfor the exemption may not be present if, notwithstanding its representations, the Holder has apresent intention of acquiring the securities for a fixed or determinable period in the future,selling (in connection with a distribution or otherwise), granting any participation in, orotherwise distributing the securities. TheHolder has no such present intention, other than potential transfers between affiliates(including affiliated funds).
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          **(b)**The Holder recognizes that the Warrant and the Exercise Shares must be held indefinitelyunless they are subsequently registered under the Act or an exemption from such registration isavailable.          **(c)**The Holder is aware that neither the Warrant nor the Exercise Shares may be sold pursuantto Rule 144 adopted under the Act unless certain conditions are met, including, among other things,the existence of a public market for the shares, the availability of certain current publicinformation about the Company, the resale following the required holding period under Rule 144 andthe number of shares being sold during any three month period not exceeding specified limitations.Holder is aware that the conditions for resale set forth in Rule 144 have not been satisfied andthat the Company presently has no plans to satisfy these conditions in the foreseeable future.     **5.3. Disposition of Warrant and Exercise Shares.**          **(a)**The Holder further agrees not to make any disposition of all or any part of the Warrant orExercise Shares in any event unless and until:               **(i) **The Company shall have received a letter secured by the Holder from the Securities andExchange Commission stating that no action will be recommended to the Commission with respect tothe proposed disposition; or               **(ii) **There is then in effect a registration statement under the Act covering such proposeddisposition and such disposition is made in accordance with said registration statement.               **(iii) **The Holder shall have notified the Company of the proposed disposition and shall havefurnished the Company with a statement briefly describing the circumstances surrounding theproposed disposition, together with a written opinion of such holders counsel, if requested by theCompany, to the effect that such offer, sale or other disposition may be effected withoutregistration or qualification (under the Securities Act as then in effect or any federal or statelaw then in effect); provided, however, that such statement will not be required if the dispositionis permitted under Rule 144 of the Securities Act.          **(b)**Notwithstanding the provisions of paragraph (a) above, the Holder may assign this Warrantand the Exercise Shares to (i) any partner of the Holder if Holder is a partnership, (ii) anymember of the Holder if Holder is a limited liability company, (iii) any affiliate, includingaffiliated funds or (iv) any family member or trust for the benefit of the Holder if the Holder isan individual; provided that the Company is given written notice thereof.          **(c)**The Holder understands and agrees that all certificates evidencing the shares to be issuedto the Holder may bear the following legend:THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE“ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OFAN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR AN OPINION OFCOUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.     **6.****Adjustment of Exercise Price; Effect of Organic Changes**     **6.1. Adjustment of Exercise Price.**In the event of changes in the outstanding Common Stock ofthe Company by reason of stock dividends, splits, recapitalizations, reclassifications,combinations or exchanges of shares, separations, reorganizations, liquidations, or the like, thenumber and class of shares available under the Warrant in the aggregate and the Exercise Priceshall be correspondingly adjusted to give the Holder of the Warrant, on exercise for the sameaggregate Exercise
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Price, the total number, class, and kind of shares as the Holder would haveowned had the Warrant been exercised prior to the event and had the Holder continued to hold suchshares until after the event requiring adjustment. This adjustment is intended to adjust for thepure anti-dilution effects of the shares issued. The form of this Warrant need not be changedbecause of any adjustment in the number of Exercise Shares subject to this Warrant.     **6.2. Acquisition.**Holder agrees that, in the event of an Acquisition, either (a) Holder shallexercise its purchase right under this Warrant prior to the consummation of such Acquisition andsuch exercise will be deemed effective immediately prior to the consummation of such Acquisition or(b) if Holder elects not to exercise the Warrant, this Warrant will expire upon the consummation ofsuch Acquisition. The Company shall provide the Holder with written notice of an Acquisition,which is to be delivered to Holder not less than ten (10) days prior to the closing of the proposedAcquisition, and shall provide the Holder with such reasonable information as the Holder mayrequest in connection with such contemplated Acquisition. For the purpose of this Warrant,"***Acquisition***” means any sale, license, or other disposition of all or substantially all of theassets of the Company, or any reorganization, consolidation, or merger of the Company where theholders of the Company’s securities before the transaction beneficially own less than 50% of theoutstanding voting securities of the surviving entity after the transaction.     **7.****Fractional Shares.** No fractional shares shall be issued upon theexercise of this Warrant as a consequence of any adjustment pursuant hereto. All Exercise Shares(including fractions) issuable upon exercise of this Warrant may be aggregated for purposes ofdetermining whether the exercise would result in the issuance of any fractional share.     **8. ****Redemption.** The Company may redeem this Warrant at its option at a redemptionprice of $0.01 per Exercise Share, at any time during the term of this Warrant, provided that: (i)the Equity Conditions have been met, (ii) the Market Price shall have equaled or exceeded 200% ofthe Exercise Price for any 20 consecutive Trading Days ending not later than the third day prior tothe date on which the Notice of Redemption, as defined below, is given (the “***Calculation Period***”);and (iii) the average trading volume shall have exceeded 100,000 shares of Common Stock per dayduring the Calculation Period. Notice of redemption (the “***Notice of Redemption***”) shall be given inwriting by the Company not later than the 15th day before the date fixed for redemption. On andafter the date fixed for redemption, the Holder shall have no rights with respect to the Warrantsexcept to receive the $0.01 per Exercise Share upon surrender of this Warrant. After Notice ofRedemption is received by the Holder, but prior to the date fixed for redemption, the Holder maystill exercise this Warrant.     **9. ****No Stockholder Rights.** This Warrant in and of itself shall not entitle the Holderto any voting rights or other rights as a stockholder of the Company.     **10. ****Transfer of Warrant.** Subject to applicable laws, this Warrant and all rightshereunder are transferable, by the Holder in person or by duly authorized attorney, upon deliveryof this Warrant and the form of assignment attached hereto to any transferee designated by Holder.     **11.****Lost, Stolen, Mutilated or Destroyed Warrant.** If this Warrant is lost,stolen, mutilated or destroyed, the Company may, on such terms as to indemnity or otherwise as itmayreasonably impose (which shall, in the case of a mutilated Warrant, include the surrenderthereof), issue a new Warrant of like denomination and tenor as the Warrant so lost, stolen,mutilated or destroyed. Any such new Warrant shall constitute an original contractual obligationof the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall beat any time enforceable by anyone.     **12. ****Notices, etc.** All notices required or permitted hereunder shall be in writingand shall be deemed effectively given: (a) upon personal delivery to the party to be notified,(b) when sent by confirmed telex, facsimile or electronic mail if sent during normal business hoursof the recipient, if not,
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then on the next business day, (c) five (5) days after having been sentby registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) dayafter deposit with a nationally recognized overnight courier, specifying next day delivery, withwritten verification of receipt. All communications shall be sent to the Company at the addresslisted on the signature page and to Holder at the address listed on the first page of this Warrantor at such other address as the Company or Holder may designate by ten (10) days advance writtennotice to the other parties hereto.     **13. ****Acceptance.** Receipt of this Warrant by the Holder shall constitute acceptance ofand agreement to all of the terms and conditions contained herein.     **14. ****Amendment and Waiver.** This Warrant may be amended, together with all similarWarrants purchased pursuant to the Subscription Agreements, as provided in Section M.3 of theSubscription Agreements.     **15. ****Governing Law.** This Warrant and all rights, obligations and liabilitieshereunder shall be governed by the laws of the State of Colorado.**[Remainder of Page Intentionally Left Blank]**
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     **In Witness Whereof**, the Company has caused this Warrant to be executed by its dulyauthorized officer as of [ ], 2009.          **Lifevantage Corporation**   By:     Name:  Brad Amman   Title:  CFO   
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**NOTICE OF EXERCISE****TO:**Lifevantage Corporation     (1) o The undersigned hereby elects to purchase                      shares of the Common Stock ofLifeVantage Corporation (the “***Company***”) pursuant to the terms of the attached Warrant, and tendersherewith payment of the exercise price in full, together with all applicable transfer taxes, ifany.          o (2) Please issue a certificate or certificates representing said shares of Common Stock inthe name of the undersigned or in such other name as is specified below: (Name)  (Address)     (3) The undersigned represents that (i) the aforesaid shares of Common Stock are beingacquired for the account of the undersigned for investment and not with a view to, or for resale inconnection with, the distribution thereof and that the undersigned has no present intention ofdistributing or reselling such shares; (ii) the undersigned is aware of the Company’s businessaffairs and financial condition and has acquired sufficient information about the Company to reachan informed and knowledgeable decision regarding its investment in the Company; (iii) theundersigned is experienced in making investments of this type and has such knowledge and backgroundin financial and business matters that the undersigned is capable of evaluating the merits andrisks of this investment and protecting the undersigned’s own interests; (iv) the undersignedunderstands that the shares of Common Stock issuable upon exercise of this Warrant have not beenregistered under the Securities Act of 1933, as amended (the “***Securities Act***”), by reason of aspecific exemption from the registration provisions of the Securities Act, which exemption dependsupon, among other things, the bona fide nature of the investment intent as expressed herein, and,because such securities have not been registered under the Securities Act, they must be heldindefinitely unless subsequently registered under the Securities Act or an exemption from suchregistration is available; (v) the undersigned is aware that the aforesaid shares of Common Stockmay not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions aremet and until the undersigned has held the shares for the number of years prescribed by Rule 144,that among the conditions for use of the Rule is the availability of current information to thepublic about the Company and the Company has not made such information available and has no presentplans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part ofthe aforesaid shares of Common Stock unless and until there is then in effect a registrationstatement under the Securities Act covering such proposed disposition and such disposition is madein accordance with said registration statement, or the undersigned has provided the Company with anopinion of counsel satisfactory to the Company, stating that such registration is not required.                     (Date)   (Signature)                    (Print name)  
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**ASSIGNMENT FORM**(To assign the foregoing Warrant, executethis form and supply required information.