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                                                                    EXHIBIT 4.12

                               VITAL LIVING, INC.

                            SERIES C PREFERRED STOCK

REVERSE OF PREFERRED STOCK CERTIFICATE - VITAL LIVING. INC. SERIES C PREFERRED
STOCK THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR
OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED. IN ADDITION, THE SECURITIES SHALL NOT BE AVAILABLE FOR CONVERSION
PRIOR TO TWELVE (12) MONTHS FROM THE DATE HEREOF.

         The rights, preferences, restrictions and other matters relating to the
Series C Preferred Stock are as follows:

         The Preferred Stock is designated as the Company's Series C Preferred
Stock (the "Preferred Stock") and is subject to the terms and conditions of the
Subscription Agreement (the "Subscription Agreement") of even date herewith
between the Company and the Investor.

1.       DIVIDEND PROVISIONS. The holders of the Preferred Stock will be
entitled to a one time preferred dividend at the rate of 25% per annum, payable
on the one year anniversary.

2.       LIQUIDATION PREFERENCE. There shall be no liquidation preference. Upon
liquidation of the Company, holders of Series C Shares shall receive
distributions, if any, on a basis assuming the conversion of such shares into
shares of Common Stock.

3.       REDEMPTION.

         This corporation has no right to redeem the Series C Preferred Stock.

4.       CONVERSION. The holders of the Preferred Stock shall have conversion
rights as follows (the "Conversion Rights"):

                  Each share of Preferred Stock shall be convertible, at the
option of the holder thereof, at any time following the first anniversary of the
date of issuance of such share at the office of this company or any transfer
agent for such stock, into a like number of fully paid and non-assessable shares
of Common Stock.

5.       MECHANICS OF CONVERSION. Be fore any holder of Preferred Stock shall be
entitled to convert the same into shares of Common Stock, he shall surrender the
certificate or certificates therefor, duly endorsed, at the office of this
corporation or of any transfer agent for the Preferred Stock, and shall give
written notice to this corporation at its principal corporate office, of the
election to convert the same and shall state therein the name or names in which
the

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certificate or certificates for shares of Common Stock are to be issued. This
corporation shall, as soon as practicable thereafter, issue and deliver at such
office to such holder of Preferred Stock, or to the nominee or nominees of such
holder, a certificate or certificates for the number of shares of Common Stock
to which such holder shall be entitled as aforesaid. Such conversion shall be
deemed to have been made immediately prior to the close of business on the date
of such surrender of the shares of Preferred Stock to be converted, and the
person or persons entitled to receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock as of such date.

         (d) No Impairment. This corporation will not, by amendment of its
Articles of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by this
corporation, but will at all times in good faith assist in the carrying out of
all the provisions of this Section 5 and in the taking of all such action as may
be necessary or appropriate in order to protect the Conversion Rights of the
holders of the Preferred Stock against impairment.

         (e) Reservation of Stock Issuable Upon Conversion. This corporation
shall at all times reserve and keep available out of its authorized but unissued
shares of Common Stock, solely for the purpose of effecting the conversion of
the shares of the Preferred Stock, such number of its shares of Common Stock as
shall from time to time be sufficient to effect the conversion of all
outstanding shares of the Preferred Stock; and if at any time the number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of all then outstanding shares of the Preferred Stock, in
addition to such other remedies as shall be available to the holder of such
Preferred Stock, this corporation will take such corporate action as may, in the
opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purposes, including, without limitation, engaging in best efforts to obtain the
requisite shareholder approval of any necessary amendment to the corporation's
Articles of Incorporation.

         (f) Notice. Any notice required by the provisions of this Section 5 to
be given to the holders of shares of Preferred Stock shall be deemed given if
deposited in the United States mail, postage prepaid, and addressed to each
holder of record at his address appearing on the books of this corporation.

6.       VOTING RIGHTS. The holder of each share of Preferred Stock shall not
have any voting rights.

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                                    Exhibit A

                              NOTICE OF CONVERSION

(To be executed by the Holder in order to convert the Preferred Stock or portion
hereof)

The undersigned hereby irrevocably elects to convert shares of Preferred Stock
represented by Certificate No. into shares of Common Stock, Par Value $0.001 per
share (the "Common Stock"), of Vital Living, Inc. (the "Company") as of the Date
of Conversion (which shall be the date of receipt by facsimile by the Company of
this Notice of Conversion). If shares are to be issued in the name of a person
other than the undersigned, the undersigned will pay all transfer taxes payable
with respect thereto and is delivering herewith such certificates as reasonably
requested by the Company or its Transfer Agent.

The undersigned represents and warrants that all offers and sales by the
undersigned of the shares of Common Stock issuable to the undersigned upon
conversion of the Preferred Stock shall be made pursuant to registration under
the Securities Act or in compliance with an exemption from registration under
the Securities Act.

If the stock certificate is to be made out in another person's name, fill in the
form below: (Print or type other person's name, address and zip code)

(Insert assignee's U.S. social security or tax identification number, if any)

Conversion calculations:
Date of Conversion

I Applicable Conversion Price
Total number of shares $
(assuming interest payable Accrued Interest in shares)
[Name of Holder]

By:
Name: Title:

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