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                                                                   EXHIBIT 10.03
                            INDEMNIFICATION AGREEMENT

         This Indemnification Agreement (the "Agreement") is made to be
effective as of the ___ day of March, 2001 (the "Effective Date"), by ROYAL
BODYCARE, INC., a Nevada Corporation ("RBC") to CLINTON H. HOWARD ("Howard") and
MY GARDEN, LTD., a Texas limited partnership ("MGL").

                                    RECITALS

         (a). On or about August 21, 2000, RBC entered into a Purchase and Sale
         Agreement, as amended (the "Contract") with CIIF Associates II Limited
         Partnership ("CIIF"), to acquire from CIIF improved real property
         described on EXHIBIT A attached hereto and incorporated herein (the
         "Property"), for a total purchase price of $3,400,000. CIIF agreed to
         finance the sum of $250,000 thereof, based upon the full recourse
         guaranty of Howard and/or MGL of such amount (the "CIIF Guaranty") and
         the pledge by MGL to CIIF of shares of stock in RBC (the "CIIF
         Pledge").

         (b). In order for RBC to acquire the Property, Allstate Life Insurance
         Company ("Allstate") has agreed to loan the sum of $3,000,000 to RBC,
         secured by a first lien deed of trust and other documents encumbering
         the Property, based, in part, upon Howard's execution and delivery of a
         Mortgage Note to Allstate, as a co-maker with RBC (the "Allstate
         Note").

         (c). Compass Bank, N.A. ("Compass") has agreed to additionally loan a
         sum not to exceed $350,000 to RBC, secured, in part, by the full
         recourse guaranty of Howard (the "Compass Guaranty").

         (d). To induce Howard to execute the CIIF Guaranty (if applicable) and
         Compass Guaranty, and execute the Allstate Note, and to induce MGL to
         execute the CIIF Guaranty (if applicable) and pledge RBC shares as
         required in the CIIF Pledge, RBC has offered to compensate Howard as
         hereinafter provided, and to fully indemnify Howard and MGL (the
         "Indemnified Parties") from any loss, claim, damage, or expense.

         NOW THEREFORE, FOR A VALUABLE CONSIDERATION, the receipt and
sufficiency of which is expressly acknowledged, RBC, for itself and its
successors and assigns, agrees, acknowledges, warrants and covenants to the
Indemnified Parties, Howard's spouse, estate and heirs, and each of their
respective successors and assigns, as follows:

1.       COMPENSATION. If Howard's employment with RBC is terminated for any
         reason (the "Employment Termination Date"), or if Howard's annual
         compensation paid or payable by RBC is reduced for any reason to a sum
         that is less than the amount of annual compensation paid to Howard as
         of the Effective Date (the "Compensation Reduction Date"), then
         immediately upon the earlier of the Employment Termination Date and the
         Compensation Reduction Date, and on each consecutive annual anniversary
         of such date (each of such dates is an "Anniversary Date"), RBC shall
         pay to Howard or his estate, as applicable, a sum equal to one-half of
         one percent (0.50%) of the then-outstanding balance on each Anniversary
         Date, of principal and all accrued interest and other amounts owing by
         RBC to CIIF, Allstate and Compass, their successors and assigns, with
         respect to the purchase by RBC of the Property and the partial
         financing of the acquisition price by CIIF, Allstate and Compass (the
         "Howard Compensation"). RBC shall




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         prepare and submit to Howard, together with each annual installment
         payment, an accounting of the amount of principal and interest that is
         owing as of each Anniversary Date; such accounting shall be executed by
         the chief financial officer of RBC. The Howard Compensation shall be
         due and payable without advance notice or demand, and if the Howard
         Compensation is not actually received by Howard at his address
         hereinafter stated, within ten (10) days after RBC's receipt of written
         demand thereof, such installment shall accrue interest at the rate of
         twelve percent (12%) per annum until paid in full.

2.       INDEMNITY. The Indemnified Parties agree that they shall not cause a
         default with regard to the loans identified above, owing by RBC to
         CIIF, Allstate and Compass (collectively, the "Lenders"). Subject to
         and induced by the foregoing, RBC does fully and completely indemnify
         and hold harmless the Indemnified Parties, Howard's spouse, estate and
         heirs, and each of their respective successors and assigns from any and
         all demands, claims, expenses, payments, attorneys fees, court costs,
         interest payments, principal payments, late charges, penalties, fines,
         post-default interest, tax payments, and every other fee, sum, cost,
         amount paid or payable by the Indemnified Parties to all or any of the
         Lenders, or to any creditor of RBC (the "Indemnity"), by virtue of and
         relative to the CIIF Guaranty, CIIF Pledge, Allstate Note and Compass
         Guaranty (collectively, the "RBC Obligations"). If RBC fails to pay,
         and the Indemnified Parties consequently pay any sum, as and when due
         and in accordance with the terms of the RBC Obligations, to any of the
         Lenders or other third parties on behalf of RBC and due to the RBC
         Obligations, then the Indemnified Parties shall promptly issue written
         notice thereof to RBC at its address hereinafter stated. Reasonable
         evidence of the Indemnified Parties' payment shall accompany such
         notice. RBC shall reimburse the respective Indemnified Parties, in
         full, for each and all amounts so paid by the Indemnified Parties,
         respectively, within fifteen (15) days after RBC's receipt of the
         Indemnified Parties' notice and evidence of payment. If such
         reimbursement is not actually received by the Indemnified Parties at
         their respective addresses hereinafter stated, within fifteen (15) days
         after RBC's receipt of written demand thereof together with reasonable
         evidence of the Indemnified Parties' payment, such amount shall accrue
         interest at the rate of twelve percent (12%) per annum until paid in
         full.

3.       SECURITY. As security for the Indemnity, RBC shall on the date hereof
         execute and deliver to the Indemnified Parties a Deed of Trust to
         Secure Indemnification Agreement (the "IP Deed of Trust") subordinate
         and inferior to the Deed of Trust and security instruments of Allstate,
         therein containing a power of sale in accordance with Texas law. RBC
         shall pay for all attorney's fees and costs incurred by the Indemnified
         Parties to prepare this Agreement and the IP Deed of Trust; further,
         RBC shall furnish to the Indemnified Parties a mortgagee title policy
         in form and content reasonably satisfactory to the Indemnified Parties,
         at the expense of RBC, in the amount of $3,600,000, to be delivered to
         the Indemnified Parties promptly after RBC's acquisition of the
         Property.

4.       CORPORATE APPROVAL. By execution hereof, RBC warrants and represents to
         the Indemnified Parties that RBC has obtained approval for RBC to
         execute and perform the terms of this Agreement and the IP Deed of
         Trust.

5.       AMENDMENT. RBC shall not extend or increase the amounts of the Allstate
         Note, CIIF loan or Compass loan, or any other indebtedness owing by RBC
         to Allstate, CIIF or Compass, without the prior written consent of the
         Indemnified Parties. The Indemnified Parties agree that they will





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         not extend or increase the amounts of the Allstate Note, CIIF Guaranty
         and Compass Guaranty, or any other indemnity obligation hereunder,
         without the prior written consent of RBC.

6.       DEFAULT. RBC's default hereof shall entitle the Indemnified Parties to
         exercise such rights and remedies as the Indemnified Parties may be
         entitled pursuant to Texas law, in addition to the rights and remedies
         conferred by the IP Deed of Trust.

7.       WAIVER. Except as provided herein and in the IP Deed of Trust, RBC
         waives all demand for payment, presentation for payment, notice of
         intention to accelerate maturity, notice of acceleration of maturity,
         protest, and notice of protest, to the extent permitted by law.

8.       INTEREST. Interest on any amounts owing to the Indemnified Parties will
         not exceed the maximum amount of nonusurious interest that may be
         contracted for, taken, reserved, charged, or received under law. Any
         interest in excess of that maximum amount will be credited to RBC or,
         if that has been paid, refunded. This provision overrides any
         conflicting provisions in this and all other instruments concerning
         this Agreement.

9.       ADDRESSES; NOTICES. All notices shall be in writing, sent to the
         addresses provided for RBC and the Indemnified Parties below, by
         overnight courier service with proof of receipt, or by certified or
         registered pre-paid mail, return receipt requested, and shall be deemed
         to be effective upon receipt or refusal to accept receipt. Any party
         may change its address by issuing written notice thereof to the other
         party, in compliance with this section.

10.      CHOICE OF LAW. Texas law shall govern this transaction; venue for all
         disputes shall be solely in Dallas County, Texas.

         IN WITNESS WHEREOF, this Agreement has been executed in Dallas County,
Texas, as of the Effective Date.



              ROYAL BODYCARE, INC.,               INDEMNIFIED PARTIES:
         a Nevada Corporation  ("RBC")


  By:
     -----------------------------------     --------------------------------
  Name:                                           Clinton H. Howard ("Howard")
       ---------------------------------
  Title:                                   Address:
        --------------------------------           -----------------------------

                                                   --------------------------
  Address:    2301 Crown Court
            Irving, Texas 75038

                                                   MY GARDEN, LTD. ("MGL")



                                          By:
                                             -----------------------------------
                                             Clinton H. Howard, Managing Partner

                                          Address:
                                                  ------------------------------

                                                  ------------------------------




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STATE OF TEXAS

COUNTY OF DALLAS

         This instrument was acknowledged before me on March _____, 2001, by
Clinton H. Howard.


                                           --------------------------------
                                             Notary Public's Signature

                                              Notary's Printed Name:


                                           --------------------------------

My Commission Expires:


-----------------------





STATE OF TEXAS

COUNTY OF DALLAS

         This instrument was acknowledged before me on March _____, 2001, by
Clinton H. Howard, Managing Partner of My Garden, Ltd., a Texas limited
partnership, on behalf of said partnership.


                                           --------------------------------
                                             Notary Public's Signature

                                              Notary's Printed Name:


                                           --------------------------------

My Commission Expires:


-----------------------








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STATE OF TEXAS

COUNTY OF DALLAS

         This instrument was acknowledged before me on March _____, 2001, by
__________________________________, _________________________ of Royal BodyCare,
Inc., a Nevada corporation, on behalf of said corporation.


                                           --------------------------------
                                             Notary Public's Signature

                                              Notary's Printed Name:


                                           --------------------------------



My Commission Expires:


-----------------------









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                                    EXHIBIT A
                              PROPERTY DESCRIPTION


         Lot 1 in Block 4, LAS COLINAS, WALNUT HILL DISTRIBUTION CENTER, FOURTH
INSTALLMENT, an Addition to the City of Irving, Dallas County, Texas, according
to the plat recorded in Volume 77097, Page 406, of the Deed Records of Dallas
County, Texas.




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