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                                                                    EXHIBIT 4.13

                             SUBSCRIPTION AGREEMENT

PARTY A:          STEPHEN S. CHEN ON BEHALF OF
                  STRONG INTERNATIONAL ENTERPRISES (HK) COMPANY LTD.

PARTY B:          BRADLEY D. EDSON ON BEHALF OF
                  VITAL LIVING INC. (REFERRED TO HEREIN AS THE "COMPANY")

STEPHEN S. CHEN ON BEHALF OF STRONG INTERNATIONAL ENTERPRISES (HK) COMPANY LTD.
AND BRADLEY D. EDSON ON BEHALF OF VITAL LIVING INC. REACHED COMPLETE AGREEMENT
ON THE FOLLOWING TERMS CONCERNING THAT STRONG INTERNATIONAL ENTERPRISES (HK)
COMPANY LTD. PURCHASING STOCKS OF VITAL LIVING INC. ON THE TERMS MUTUALLY AGREED
UPON BY STRONG INTERNATIONAL ENTERPRISES (HK) COMPANY LTD. AND VITAL LIVING INC.

   1.    STRONG INTERNATIONAL ENTERPRISES (HK) COMPANY LTD. (officially
         registered in Hong Kong, hereinafter referred to as "Strong Company" or
         "Subscriber") will be the entity to purchase FIVE HUNDRED THOUSAND
         (500,000) SHARES OF THE PREFERRED STOCK OF VITAL LIVING, INC. AT
         USD1.00/SHARE in accordance with the following terms and the terms of
         the ATTACHMENT 1 mutually agreed upon by Party A and Party B.

         UNITS OFFERED:              30 Units, at a price per Unit of $100,000.
                                     Each Unit consists of 100,000 shares of
                                     Series B Preferred Stock, 100,000 Class D
                                     Warrants and 100,000 Class E Warrants.
                                     Subscriptions for partial units may be
                                     accepted under certain circumstances.

         OFFERING SIZE-MINIMUM       5 UNITS OR $ 500,000

         OFFERING SIZE-MAXIMUM       30 UNITS OR $ 3,000,000

         PREFERRED STOCK             The shares of Preferred Stock included in
                                     the Units are offered at a price of $1.00
                                     PER SHARE, convertible into common stock
                                     after TWELVE (12) MONTHS from the date of
                                     issuance on a one for one basis.

         DIVIDEND ON PREFERRED:      The Preferred Stock will have a MINIMUM
                                     DIVIDEND OF 50%, payable in common stock 12
                                     MONTHS from the date of its issuance to the
                                     investor and 50%, payable in common stock
                                     24 MONTHS from the date of its issuance to
                                     the investor.

         WARRANTS SHARES AND EXERCISE PRICE:

         -   Same number (100%) of Class D Warrants as the number of purchased
             shares of Preferred Stock will be issued to Party A at the same
             time when all the legal documents are released by Party B to party
             A.

         -   Class D Warrants Exercise Price: $1.30 per share of Common Stock.

                                                                               1

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         -   Same number (100%) of Class E Warrants as the number of purchased
             shares of Preferred Stock will be issued to Party A at the same
             time when all the legal documents are released by Party B to party
             A.

         -   Class E Warrants Exercise Price: $1.60 per share of Common Stock.

            WARRANT TERM:

                  The period commencing on the Initial Closing of the Offering
                  and terminating on the fifth anniversary of such date.

            NUMBER OF SHARES ISSUABLE UPON THE EXERCISE OF EACH OF THE CLASS D
            AND CLASS E WARRANTS:

                  One Share of Common Stock per Warrant

         THE ATTACHMENT I AND ATTACHMENT II ARE ALL INSEPARABLE PARTS OF THIS
         SUBSCRIPTION AGREEMENT, WHICH HAVE THE SAME BINDING FORCE ON BOTH PARTY
         A AND PARTY B AS THE MAIN TEXT OF THIS SUBSCRIPTION AGREEMENT.

2.       PAYMENT AND TERMS

2.1      In order to complete the subscription, Party A will be required to
         accompany the entire executed Subscription Agreement with the tender of
         the correct purchase price in cash, certified check (made payable to
         Vital Living, Inc, wire transfer or similar payment. Wire transfers
         should be sent to WELLS FARGO BANK, ARIZONA, N.A., ACCOUNT NO.
         1014446528 ABA NUMBER 091000019 (SWIFT CODE FOR OVERSEES TRANSFERS IS
         WFBiUS6S. The minimum investment is one Unit at $100,000 per Unit
         although partial Units may be subscribed for in the sole discretion of
         the Company. See Paragraph 4 to the Subscription Agreement.

         Deliver or mail items 1, 2 and 3 to the Company at the address on the
         previous page.

         THIS SUBSCRIPTION AGREEMENT WILL BE EFFECTIVE UNTIL JULY 10, 2003,
         WHICH IS THE DEADLINE FOR THE FIRST PURCHASE OF 5 UNITS ($500,000).

         ON THE CONDITION THAT THE AFORESAID FIRST PURCHASE IS EXECUTED BEFORE
         OR ON JULY 10, 2003, THIS SUBSCRIPTION AGREEMENT WILL CONTINUE TO BE
         EFFECTIVE UNTIL SEPTEMBER 30, 2003, WHICH IS THE DEADLINE FOR THE
         SECOND PURCHASE OF UP TO 25 UNITS ($2,500,000).

         Unless fully executed by JULY 10, 2003 FOR THE FIRST PURCHASE OF 5
         UNITS ($500,000) AND UNLESS FULLY EXECUTED BY SEPTEMBER 30, 2003 FOR
         THE SECOND PURCHASE OF ADDITIONAL MAXIMUM 25 UNITS ($2,500,000),
         (unless such dateS ARE extended at the sole discretion of the Company
         for an ADDITIONAL 90 DAYS), the agreement shall have no effect.

                                                                               2

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2.2      After Strong Company acquires Vital Living Class B Preferred Stock) (at
         $1.00/share), Warrants Class D (at $1.30/share), Warrants Class E (at
         $1.60/share), and hold them for one year from the date of their
         issuance, Stephen S. Chen (Chairman & CEO of Strong Company) or David
         W. Chen (Vice President of Strong International Enterprises (HK)
         Company Ltd., the authorized representative of Stephen Chen) have the
         full authority to assign any amount of Vital Living stocks, Warrants
         Class D, and Warrants Class E to any companies and individuals as
         Stephen S. Chen chooses.

2.3      Vital Living Inc. will offer free services in helping Stephen S. Chen
         and David W. Chen (on behalf of Strong Company) and any other companies
         and individuals as Stephen S. Chen and David W. Chen choose to assign
         any amount of aforesaid Vital Living stocks, Warrants Class D, and
         Warrants Class E to (hereinafter referred to as (Vital Living
         stockholders, Vital Living warrant holders) to sell their Vital Living
         Stocks and exercise their Vital Living Warrants after these stocks and
         warrants are held for one year from the date of their issuance. If
         there are any legal and finance fees in connection with the exercise of
         the warrants, Vital Living agreed to assume those costs.

2.4      The Vital Living stockholders shall be responsible for any finance fees
         related to their selling of their Vital Living stocks.

3        Strong Company understands and agrees that an investment in the Units
         is not a liquid investment. In particular and in addition to the
         representations in Section 4 hereof, the undersigned recognizes,
         acknowledges and agrees that:

3.1      Strong Company must bear the economic risk of investment in the Units
         for an indefinite period of time, since the Units have not been
         registered under the Securities Act of 1933, as amended (the
         "Securities Act") or applicable state securities laws ("State Acts"),
         and, therefore, cannot be transferred or sold unless either they are
         subsequently registered under the Securities Act and applicable State
         Acts, or an exemption from registration is available and a favorable
         opinion of counsel to that effect is obtained. The undersigned
         acknowledges and agrees that the Company has no independent obligation
         to file with the Securities and Exchange Commission ("SEC") relating to
         the units or any securities included therewith. Pursuant to Rule 144,
         as presently promulgated under the rules of the SEC, Subscriber may
         begin to sell the shares of Common Stock acquired hereunder pursuant to
         the terms of such Rule, as well as, subject to applicable holding
         periods which begin upon the exercise of the Warrants, any shares of
         Common Stock acquired upon the exercise of the Warrants.

3.2      No market currently exists for any of the Company's securities other
         than its Common Stock and no market for the Units, the Series B
         Preferred Stock, Series D Warrants or the Series E Warrants is expected
         to develop in the foreseeable future.

4        In connection with the agreement to purchase Units by Strong Company
         herein, the Company hereby represents and warrants as follows:

                                                                               3

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4.1      The Company is a corporation duly organized and validly existing and in
         good standing under the laws of the State of Nevada and has all the
         requisite power and authority to conduct its business and own and
         operate its properties, and to enter into and execute this Agreement
         and to carry out the transactions contemplated hereby.

4.2      The Company has the power to execute, deliver and perform the terms and
         provisions of this Agreement and has taken all necessary action to
         authorize the execution, delivery and performance of this Subscription
         Agreement, and to authorize the issuance and sale of the Units
         (consisting of the Shares) contemplated by this Agreement, and the
         representatives of the Company executing this Subscription and Purchase
         Agreement are duly authorized to do so.

4.3      Assuming the due execution and delivery of this Agreement by Strong
         Company, this Agreement is a legal, valid and binding obligation of the
         Company enforceable in accordance with its terms except (a) as its
         obligations may be affected by bankruptcy, insolvency, reorganization,
         moratorium or similar laws, or by equitable principles relating to or
         limiting creditors' rights generally and (b) that the remedies of
         specific performance, injunction and other forms of equitable relief
         are subject to certain tests of equity jurisdiction, equitable defenses
         and the discretion of the court before which any proceeding therefore
         may be brought.

4.4      The execution, delivery and performance of this Agreement and the
         fulfillment of or compliance with the terms and provisions hereof,
         including the issuance and sale of the Units (consisting of shares of
         Series B Preferred Stock and the Warrants) contemplated by this
         Agreement, are not in contravention of or in conflict with any
         applicable laws or any contract to which the Company is a party or by
         which the Company or any of its properties may be bound or affected.

4.5      The Company has advised Strong Company that true and complete copies of
         its Annual Report on Form 10-k for the Fiscal Year ended December 31,
         2001, its Quarterly Report on Form 10-Q for the period ended September
         30, 2002, and a Preliminary Prospectus (the "Preliminary Prospectus")
         included in a Registration Statement filed on Form SB-2 on December 20,
         2003 and appended on March 7, 2003 (the "SEC Documents") are available
         on the EDGAR internet site maintained by the Securities and Exchange
         Commission. These documents are incorporated herein by this reference,
         including the Risk Factors set forth in the Preliminary Prospectus. The
         Company has not provided to the Subscriber any information that,
         according to applicable law, rule or regulation, should have been
         disclosed publicly prior to the date hereof by the Company, but which
         has not been so disclosed. As of their respective dates, the SEC
         Documents complied as to form and substance in all material respects
         with the requirements of the Securities Act or the Exchange Act, as the
         case may be, and other federal, state and local laws, rules and
         regulations applicable to such SEC Documents, and none of the SEC
         Documents contained any untrue statement of a material fact or omitted
         to state a material fact required to be stated therein or necessary in
         order to make the statements therein, in light of the circumstances
         under which they were made, not misleading. The financial statements of
         the Company included in the SEC Documents comply as to form and
         substance in all material respects with applicable accounting
         requirements and the published rules and regulations of the SEC or
         other applicable rules and regulations with respect thereto. Such
         financial statements have been prepared in accordance with

                                                                               4

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         generally accepted accounting principles applied on a consistent basis
         during the periods involved (except (i) as may be otherwise indicated
         in such financial statements or the notes thereto or (ii) in the case
         of unaudited interim statements, to the extent they may include summary
         notes and may be condensed or summary statements) and fairly present in
         all material respects the financial position of the Company as of the
         dates thereof and the results of operations and cash flows for the
         periods then ended (subject, in the case of unaudited statements, to
         normal year-end audit adjustments).

4.6      The Company will provide, at no additional cost to Strong Company, any
         and all services, including legal fees, associated with the lawful
         transfer or sale of the Common Stock acquired hereby, or the exercise
         of the Warrants and the subsequent transfer or sale of any shares of
         Common Stock acquired upon the exercise of such Warrants. Such services
         and assistance will be provided in an expedited manner.

5        Strong Company represents to and agrees with the Company that:

5.1      The undersigned and his purchaser representative(s), if any, have
         carefully reviewed and understand the risks of and other considerations
         relating to a purchase of the Units.

5.2      The undersigned and his purchaser representative(s), if any, have been
         afforded the opportunity to obtain any information necessary to verify
         the accuracy of any representations or information set forth in the
         Memorandum and have had all of their inquiries to the Company answered
         in full, and have been furnished all requested materials relating to
         the Company, the offering and sale of the Units and any other matter
         described in the Memorandum.

5.3      Neither the undersigned nor his purchaser representative(s), if any,
         have been furnished any offering literature by the Company or any of
         their affiliates, associates or agents, other than the Memorandum, the
         representations contained herein, and the exhibits and attachments
         thereto and hereto.

5.4      Strong Company is acquiring the Units for which it hereby subscribes as
         principal for its own investment account, and not (1) with a view to
         the resale or distribution of all or any part thereof, (2) on behalf of
         another person who has not made the foregoing representation, or (3) in
         order for any person to acquire less than the minimum subscription
         required hereunder, unless a lesser subscription specifically has been
         accepted by the Company.

5.5      Strong Company is an accredited investor, as defined in Rule 501(a) of
         Regulation D promulgated pursuant to the Securities Act, by virtue of
         the fact that it is an accredited partnership, corporation, trust or
         other entity investors must and at least one of the following
         statements is applicable

                  ________ (i) The undersigned is a trust, with total assets in
                  excess of $5,000,000, not formed for the specific purpose of
                  acquiring the securities offered, whose

                                                                               5

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                  purchase is directed by a sophisticated person as described in
                  Rule 506(b)(2)(ii) of Regulation D or

                       X   (ii) All of the equity owners of the undersigned
                  qualify as an "accredited investor".

         For purposes of determining whether Strong Company is an "accredited
         investor" at least one of the following statements must be applicable:

                  _________ (i) THE undersigned had individual income (exclusive
                  of any income attributable to spouse) of more than $200,000 in
                  each of the most recent two years or joint income with the
                  undersigned's spouse in excess of $300,000 in each of such
                  years and reasonably expects to have income of at least the
                  same level for the current year.

                       X   (ii) The undersigned has an individual net worth, or
                  a combined net worth with the undersigned's spouse, in excess
                  of $1,000,000. For purposes of this Subscription Agreement,
                  "individual net worth" means the excess of total assets at
                  fair market value, including home and personal property, over
                  total liabilities.

5.6      Strong Company understands the fundamental aspects of and risks
         involved in an investment in the Company as are reflected in the
         Preliminary Prospectus, and that the undersigned has read and reviewed
         each Risk Factor set forth therein and has had an opportunity to
         question management of the Company about its business, prospects and
         financial condition.

5.7      Strong Company (1) is authorized and otherwise duly qualified to
         purchase and hold the Units, (2) has its principal place of business at
         its residence address set forth on the Subscription Agreement Signature
         Page hereof, (3) has not been formed for the specific purpose of
         acquiring the Units, and (4) has submitted and executed all documents
         required pursuant to the Certificate for Corporate, Partnership, Trust
         and Joint Purchasers and Special Subscription Instructions. The person
         executing this Subscription Agreement and all other documents related
         to the offering hereby represents that he is duly authorized to execute
         and deliver all such documents on behalf of the entity. IF THE
         UNDERSIGNED IS ONE OF THE AFOREMENTIONED ENTITIES, IT HEREBY AGREES TO
         SUPPLY ANY ADDITIONAL WRITTEN INFORMATION THAT MAY BE REASONABLY
         REQUIRED BY THE COMPANY.

5.8      All of the information that the undersigned has heretofore furnished to
         the Company, or that is set forth herein with respect to himself, his
         financial position, and his business and investment experience, is
         correct and complete as of the date hereof, and, if there should be any
         material change in such information prior to the closing of the sale of
         the Units, the undersigned will immediately furnish the revised or
         corrected information to the Company.

                                                                               6

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5.9      Strong Company consents to the placement of a legend on any
         certificate(s) or other document evidencing the Units (including the
         underlying securities), stating that such securities have not been
         registered under the Securities Act and setting forth or referring to
         the restrictions on transferability and sale thereof. The undersigned
         is aware that the Company will make a notation in its appropriate
         records with respect to the restrictions on the transferability of such
         securities. The legend shall be substantially as follows:

         THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
         REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
         SOLD OR OTHERWISE TRANSFERRED UNLESS COMPLIANCE WITH THE REGISTRATION
         PROVISIONS OF SUCH ACT HAS BEEN MADE OR UNLESS AVAILABILITY OF AN
         EXEMPTION FROM SUCH REGISTRATION PROVISIONS HAS BEEN ESTABLISHED OR
         UNLESS SOLD PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933.

5.10     Strong Company understands that the Company will review this
         Subscription Agreement; and it is further agreed that the Company
         reserves the unrestricted right to reject or limit in whole or in part
         any subscription and to close the offer at any time.

5.11     STRONG COMPANY acknowledges that the Company has agreed to pay to
         certain representatives, brokers and finders, a fee equal to $62,500
         and options to acquire 250,000 shares of the Company's Common Stock at
         $1.30 per share. In addition, Stephen Chen shall receive both 62,500
         shares of Vital Living common stock and 62,500 options to acquire
         shares of the Company's common stock at $1.00

5.12     The foregoing representations are true and accurate as of the date
         hereof, shall be true and accurate as of the date of the Closing of
         this offering, and shall survive such Closing. If, in any respect, such
         representations shall not be true and accurate prior to or upon the
         Closing of this offering, the undersigned shall give written notice of
         such fact to the Company, specifying which representations are not true
         and accurate and the reasons therefore, with a copy to his purchaser
         representative(s), if any.

5.13     Confirmed by Party B, foreign Vital Living stockholders and warrant
         holders (including foreign companies and foreign country citizens) will
         not pay any taxes (such as income tax, profit tax... etc.) in the
         United States when they sell their Vital Living stocks and exercise
         their Vital Living warrants.

6        Stephen S. Chen or his representative (who will be informed to Vital
         Living Inc. by Stephen Chen's written notice) will coordinate with
         Vital Living Inc. to get the aforesaid services done by Vital Living
         Inc. in a timely manner.

7        Bradley D. Edson on behalf of Vital Living Inc. and Stephen Chen on
         behalf of Strong Company will maintain complete confidentiality on all
         the matters, discussions, communications and legal documents related to
         this mission and all aforesaid subjects.

                                                                               7
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                               VITAL LIVING, INC.
                             SUBSCRIPTION AGREEMENT
                                 SIGNATURE PAGE

         The undersigned hereby subscribes for the number of Units set forth
         below.

         1.       Dated:____________________, 2003

         2.       Number of Units: _____________

         3.       Subscription Price ($100,000 per Unit,
                  Minimum subscription one Unit):

STRONG INTERNATIONAL ENTERPRISES (HK) COMPANY LTD.

___________________________________
Taxpayer Identification
Or Social Security Number

___________________________________
Mailing Address including
City, State, Zip Code

Subscription for __________ Units accepted as of _____________________, 2003.

VITAL LIVING, INC.

         By: ___________________________________________________________________
         Bradley Edson, CEO

                                                                               8

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                        SPECIAL SUBSCRIPTION INSTRUCTIONS

                                       FOR

               CORPORATE, PARTNERSHIP, TRUST, AND JOINT PURCHASERS

         If the investor is a corporation, partnership, trust, or other entity
         or joint purchasers, the following additional instructions must be
         followed. INFORMATION ADDITIONAL TO THAT REQUESTED BELOW MAY ALSO BE
         REQUIRED BY THE COMPANY IN SOME CASES.

         I.       AUTHORIZATION. The investor must provide a copy of (a) the
corporation's articles of incorporation, by-laws and authorizing resolution, or
alternatively, a corporate investor may supply a good standing certificate from
the applicable jurisdiction or some other document establishing that the entity
is validly existing and has the authority to invest, (b) the partnership
agreement, or (c) the trust agreement, as applicable.

         II.      SUBSCRIPTION AGREEMENT

                  A.       CORPORATIONS. An authorized officer of the
         corporation must date, sign, and complete the Subscription Agreement
         with information concerning the corporation. The officer should print
         the name of the corporation above his signature, and print his name and
         office below his signature.

                  B.       PARTNERSHIPS. An authorized partner must date, sign,
         and complete the Subscription Agreement with information concerning the
         partnership. The partner should print the name of the partnership above
         his signature, and print his name and the words "general partner" below
         his signature.

                  C.       TRUSTS. In the case of trust, the authorized trustee
         should date, sign, and complete the Subscription Agreement with
         information concerning the trust. The trustee should print the name of
         the trust above his signature, and print his name and the word
         "trustee" below his signature. In addition, an authorized trustee
         should also provide information requested in the Subscription Agreement
         as it pertains to him as an individual.

                  D.       JOINT OWNERSHIP. Except with regard to married
         couples, joint individual or other investors must individually meet the
         investor suitability requirements; in all cases, each must date, sign,
         and complete the Subscription Agreement. Joint investors must state if
         they are purchasing the Units as joint tenants with the right of
         survivorship, tenants in common, or community property, and each must
         execute the Subscription Agreement Signature Page.

                                                                               9

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                               VITAL LIVING, INC.

                     CERTIFICATE FOR CORPORATE, PARTNERSHIP,

                           TRUST, AND JOINT PURCHASERS

                  If the investor is a corporation, partnership, trust, joint
purchaser, or other entity, an authorized officer, partner, or trustee must
complete, date, and sign this Certificate.

                                   CERTIFICATE

The undersigned hereby certifies that:

         a.       The investor has been duly formed and is validly existing and
         has full power and authority to invest in Vital Living, Inc. (the
         "Company"). The investor has not been formed for the purpose of
         investing in the Units.

         b.       The investor's Subscription Agreement has been duly and
         validly authorized, executed, and delivered by the investor and, upon
         acceptance by the Company, will constitute the valid, binding, and
         enforceable obligation of the investor.

Dated:   ________________, 2003

         Strong International Enterprises (HK) Company Ltd.

         By: _____________________________________
         Name: ___________________________________
         Title: __________________________________
         (Authorized officer, partner or trustee, etc.)

                                                                              10

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ATTACHMENT 1

Conditions and Terms for the first USD$500,000 Investment by Strong
International Enterprises (H.K.) Co. Ltd

CONDITIONS:

Stephen Chen will have a letter to Vital Living Inc. (VL) to confirm that
Stephen Chen has the USD$500,000 ready in Bank of China in Hong Kong as the
first investment of Strong International Enterprises (HK) Co. Ltd. in Vital
Living before June 30, 2003.

Stephen Chen has already received a letter from SkyePharma PLC (SKL) to confirm
that SKL has, subject to an agreed business combination and associated
arrangements and certain other conditions, signed a non-binding Letter of Intent
with Vital Living, Inc., (VLTV) on SKL's investment in Vital Living Inc. (See
Attachment III).

The aforesaid new USD$ 0.5 million investment will be wired out from Hong Kong
to the bank account of Vital Living before July 8, 2003 on the following
conditions:

     1. Vital Living, Inc. stock price must be $1.00/share or above $1.00.

TERMS:

The Chinese investors will get the following from Vital Living for their new
investment of USD 0.5 million in Vital Living.

1. Preferred Stocks (Series B)

     [ ]  500,000 shares at $1.00

               [ ]  Purchased by Strong International Enterprises (H.K.) Co.
                    Ltd.

2. Common Stock (50% as dividends in VL common stocks for 2 consecutive years)

     [ ]  VL will issue the dividends (50%) for consecutive 2 years to Strong
          International one year after Vital Living issues the 500,000 shares of
          VL preferred stocks to Strong International. VL will issue the
          dividends semi-annually.

     [ ]  One year after: 250,000 shares minimum of Vital Living Common Stock

     [ ]  Two years after: 250,000 shares minimum of Vital Living Common Stock

               [ ]  Issued to Strong International Enterprises (H.K.) Co. Ltd.

3. Class D Warrants (100%): $1.30 per share of Common Stock.

     [ ]  500,000 shares of Class D Warrants: $1.30 per share of Common Stock

               [ ]  Issued to Strong International Enterprises (H.K.) Co. Ltd.

4. Class E Warrants (100%): $1.60 per share of Common Stock.

     [ ]  500,000 shares of Class E Warrants: $1.60 per share of Common Stock

               [ ]  Issued to Strong International Enterprises (H.K.) Co. Ltd.

                                                                              11

<PAGE>

5. Cash Bonus

     [ ]  USD$ 62,500 in cash

     [ ]  Vital Living Company should wire the USD$62,500 to:

               [ ]  Bank of China, Beijing Branch
                        8 Yabao Lu, Beijing, China (100020)

               [ ]  Account Title: Xu Hao

               [ ]  Account Number: 4080103-0188-022052-9

               [ ]  SWIFT Code: BKCHCNBJ110

6. Stock Options (at $1.30) totally for Chinese investors

     [ ]  250,000 stock options at $1.30

               [ ]  Issued to Xu Hao, handled by Stephen Chen.

7. 62,500 shares of Vital Living Common Stock at no costs to Stephen Chen

               [ ]  Issued to Stephen Chen

8. 62,500 stock options at $1.00

               [ ]  Issued to Stephen Chen

1.   Strong International Enterprises (H.K.) Co. Ltd. has authorized Stephen
     Chen, its Chairman & CEO, to handle all paperwork relative to this
     transaction and has given Stephen S. Chen the legal authority to act on
     behalf of Strong International Enterprises (H.K.) Co. Ltd. on all matters
     relative to this transaction and the VL preferred stocks, warrants,
     dividends and stock options.

2.   Ms. Xu Hao has authorized Stephen Chen to handle all paperwork relative to
     this transaction and has given Stephen S. Chen legal authority to act on
     her behalf on all matters relative to this transaction and the VL preferred
     stocks, warrants, dividends and stock options.

3.   Ms. Xu Hao, a Chinese citizen, was born on August 19, 1962 in China.
     Address: 31 Zizhuyuanlu, Huaao Center, 3-17A, Beijing, China (100089).

4.   For the convenience of communication and coordination, all the legal
     documents, certificates and written materials related to the aforesaid
     USD$0.5 Million U.S. Dollar transaction should be express mailed by Vital
     Living, Inc. to:

               [ ]  Stephen S. Chen
                    2099 Strathshire Hall Lane
                    Powell, Ohio 43065, USA

Confirmed and agreed by:                 Brad Edson
                             ----------------------------------
                             Brad Edson, CEO, Vital Living Inc.

                                                                              12

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ATTACHMENT 2

Conditions and Terms for the second up to USD$2,500,000 Investment by Strong
International Enterprises (H.K.)Co. Ltd

CONDITIONS:

Stephen Chen will have a letter to Vital Living Inc. (VL) to confirm that
Stephen Chen has the up to USD$2,500,000 ready in Bank of China in Hong Kong as
the second investment of Strong International Enterprises (HK) Co. Ltd. in Vital
Living before Sept. 30, 2003.

Stephen Chen has already received a letter from SkyePharma PLC (SKL) to confirm
that SKL has, subject to an agreed business combination and associated
arrangements and certain other conditions, signed a non-binding Letter of Intent
with Vital Living, Inc., (VLTV) on SKL's investment in Vital Living Inc. (See
Attachment III).

The aforesaid second up to USD$ 2.5 million investment will be wired out from
Hong Kong before September 30,2003 to the bank account of Vital Living on the
following conditions:

1. Vital Living, Inc. stock price must be $1.00/share or above $1.00.

TERMS for the second up to USD$2.5 million before September 30, 2003:

Strong International (HK) will make the investment. If the first USD$500,000
investment of Strong International (HK) is wired in Vital Living account on or
before July 10, 2003 and if the second up to USD2.5 million investment of Strong
International (HK) is wired in Vital Living account before September 30, 2003,
the following will be received from Vital Living for the second investment of
USD 2.5 million of Strong International (HK) in Vital Living:

1. Preferred Stocks (Series B)

     [ ]  2,500,000 shares at $1.00

               [ ]  Purchased by Strong International Enterprises (H.K.) Co.
                    Ltd.

2. Common Stock (50% as dividends in VL common stocks for 2 consecutive years)

     [ ]  VL will issue the dividends (50%) for consecutive 2 years to Strong
          International one year after Vital Living issues the 2,500,000 shares
          of VL preferred stocks to Strong International. VL will issue the
          dividends semi-annually.

     [ ]  One year after: 1,250,000 shares minimum of Vital Living Common
          Stock

     [ ]  Two years after: 1,250,000 shares minimum of Vital Living Common
          Stock

               [ ]  Issued to Strong International Enterprises (H.K.) Co. Ltd.

3. Class D Warrants (100%): $1.30 per share of Common Stock.

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     [ ]  2,500,000 shares of Class D Warrants: $1.30 per share of Common Stock

               [ ]  Issued to Strong International Enterprises (H.K.) Co. Ltd.

4. Class E Warrants (100): $1.60 per share of Common Stock.

     [ ]  2,500,000 shares of Class E Warrants: $1.60 per share of Common
          Stock

               [ ]  Issued to Strong International Enterprises (H.K.) Co. Ltd.

5. Cash Bonus

     [ ]  USD$312,500 in cash

     [ ]  Vital Living Company should wire the USD$312,500 to:

               [ ]  Bank of China, Beijing Branch
                         8 Yabao Lu, Beijing, China (100020)

               [ ]  Account Title: Xu Hao

               [ ]  Account Number: 4080103-0188-022052-9

               [ ]  SWIFT Code: BKCHCNBJ110

6. Stock Options (at $1.30) totally for Chinese investors

     [ ]  1,250,000 stock options at $1.30

               [ ]  Issued to Xu Hao, handled by Stephen Chen.

7. Additional 750,000 VL common stocks will be issued to the Chinese associates.

               [ ]  Issued to Xu Hao, handled by Stephen Chen.

8. 312,500 shares of Vital Living Common Stock at no costs to Stephen Chen

               [ ]  Issued to Xu Hao on behalf of Stephen Chen

9. 312,500 stock options at $1.00

               [ ]  Issued to Xu Hao on behalf of Stephen Chen

IV       IMPORTANT:

1.   Strong International Enterprises (H.K.) Co. Ltd. has authorized Stephen
     Chen, its Chairman & CEO, to handle all paperwork relative to this
     transaction and has given Stephen S. Chen the legal authority to act on
     behalf of Strong International Enterprises (H.K.) Co. Ltd. on all matters
     relative to this transaction and the VL preferred stocks, warrants,
     dividends and stock options.

2.   Ms. Xu Hao has authorized Stephen Chen to handle all paperwork relative to
     this transaction and has given Stephen S. Chen legal authority to act on
     her behalf on all matters relative to this transaction and the VL preferred
     stocks, warrants, dividends and stock options.

3.   Ms. Xu Hao, a Chinese citizen, was born on August 19, 1962 in China.
     Address: 31 Zizhuyuanlu, Huaao Center, 3-17A, Beijing, China (100089).

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4.   For the convenience of communication and coordination, all the legal
     documents, certificates and written materials related to the aforesaid
     USD$0.5 Million U.S. Dollar transaction should be express mailed by Vital
     Living, Inc. to:

               [ ]  Stephen S. Chen
                    2099 Strathshire Hall Lane
                    Powell, Ohio 43065, USA

Confirmed and agreed by:                   Brad Edson
                              ---------------------------------
                              BradEdson, CEO, Vital Living Inc.

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ATTACHMENT 3

The letter of SkyePharma to Stephen Chen dated June 25, 2003.

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