CONSULTING AGREEMENT


     THIS CONSULTING AGREEMENT ("Agreement") executed as of this 20th day  of
March,  2002, is made by and between Brian C. Smith ("Consultant") and  Vital
Living, Inc., a Nevada corporation ("Company").

                               R E C I T A L S

      Company  desires  to  utilize Consultant's  experience,  knowledge  and
abilities  in  the  various aspects of its business.  Consultant  desires  to
render  such consulting services subject to the terms and conditions of  this
Agreement.

     In  consideration of the foregoing recitals and the mutual covenants and
agreements contained herein, Consultant and Company agree as follows:

1.        CONSULTING SERVICES.

(a)    The Company retains Consultant to provide the following consulting
services (the "Consulting Services") to the Company:

(i)  Assist the Company in formulating, developing and executing a strategic
business plan.

(ii) Assist the Company effecting the clinical evaluation of its products.

(iii)     Assist in developing a brand identity and marketing strategy for
Company products, including the identifying, developing and assessing of
distribution channels, including mainstream physicians, and formulating a
Company identity and message to be communicated to investors, physicians,
researchers, patients, and other constituencies.

(iv) Advise the Company with respect to high level legal and regulatory
issues, including strategies for the protection of Company intellectual
property.

(v)  Facilitate introductions to leading physicians and other prominent
healthcare industry professionals, including the recruiting of highly
qualified individuals to serve as members of the Scientific Advisory Board.

(vi) Assist in the design, development and implementation of a lifestyle and
compliance program.

(vii)     Assist the Company in identifying and assessing opportunities for
capital formation.

(viii)    Appear at and participate in medical conferences, meetings,
conference calls, or other corporate promotional functions.

<PAGE>

(ix) Perform such additional services as the Company and Consultant may agree
upon.

(b)  In performing the duties required under this Agreement, Consultant, at
all  times shall exercise his professional independent judgment, based on his
training,  experience and expertise.  Consultant shall at  all  times  comply
with  the  ethical  rules and opinions of the professional  organizations  of
which  he  is  a member.  If any conflict arises between Consultant's  duties
hereunder   and  Consultant's  ethical  or  other  contractual   obligations,
Consultant shall immediately bring the matter to the attention of  the  chief
executive  officer, president or chairman of the board of  directors  of  the
Company.

(c)  Consultant shall devote such time as is reasonably required to perform
the Consulting Services.

(d)  Consultant shall provide the Consulting Services at such locations as
may be necessary or desirable to perform such Consulting Services
effectively.

(e)  Consultant and Company presently believe that effective performance will
require Consultant to visit the Company's offices at least every other month
during the Term.

2.   TERM AND TERMINATION.

(a)   This  Agreement shall commence on the execution date  hereof  (the
"Effective  Date")  and shall automatically terminate (the period  commencing
upon  the  Effective Date and ending upon termination of this Agreement,  the
"Term")  upon  the  termination  of the two year  period  commencing  on  the
Effective Date, or earlier as follows:

(i)  by the Company at any time, with or without Cause (as defined below),
provided  that a termination of this Agreement for Cause shall  be  effective
only upon 30 days written notice from the Company to the Consultant.

(ii) upon the death or disability of the Consultant.

(iii)     by mutual agreement of the Company and Consultant.

(iv) by Consultant for any reason, provided that a termination of this
Agreement by the Consultant shall be effective only upon 30 days written
notice from the Consultant to the Company.

(b)  For purposes of this Agreement, Company shall have "Cause" to terminate
this Agreement upon Consultant's:

(i)  Commission of a felony involving moral turpitude; or

(ii) death; provided that the Consultant's beneficiaries shall be entitled to
receive his compensation through the last day of the month in which his death
occurs; or

<PAGE>

(iii)     Commission of any act of fraud, theft, or embezzlement involving
assets of the Company; or

(iv) Becoming physically or mentally disabled so that he is unable to perform
his services for (I) a period of 60 consecutive days, or (II) for shorter
periods aggregating 60 days during any twelve-month period.  The Consultant
shall become physically or mentally disabled so that he is unable
substantially to perform his services for (i) a period of 30 consecutive
days, or (ii) for shorter periods aggregating 30 days during any twelve-month
period.  Notwithstanding such disability the Company shall continue to pay
the Consultant his compensation through the date of such termination.

(c)  Upon the expiration or termination of this Agreement for any reason, (a)
each  party will be released from all obligations to the other arising  after
the  date of expiration or termination, except that expiration or termination
of  this  Agreement  will not relieve either party of its  obligations  under
Sections  3(b),  3(c),  6,  7, 8, or 9, nor will  expiration  or  termination
relieve  Consultant or Company from any liability arising from any breach  of
this  Agreement;  and  (b) Consultant will promptly  notify  Company  of  all
Confidential  Information and Subject Inventions, in Consultant's  possession
and  promptly deliver to Company, or destroy at Company's request,  all  such
materials.

3.   COMPENSATION AND EXPENSES.

(A)  Commencing on the Effective Date and during the Term, Company shall
compensate Consultant at the rate of $2,000 per month payable pursuant to the
Company's payroll practices, as revised by the Company from time to  time  in
its   sole  discretion.   Consultant  agrees  that  without  breaching   this
Agreement, the Company may defer payment of Consultant's compensation if  the
Company is unable to compensate Consultant, provided that such deferral shall
under no circumstances continue for a period of six months or more, and  that
any  deferral  of payment of Consultant's compensation for a  period  of  six
months   or  more  shall  constitute  a  breach  of  this  agreement..    The
determination of the Company's ability to compensate Consultant shall  be  at
the  sole  discretion  of  the board of directors of the  Company,  provided,
however,  that  (i)   the  Company's right to defer payment  of  Consultant's
compensation shall terminate at such time as the Company shall have raised  a
total  of at least $2 million from any one or more related or unrelated  debt
or  equity financing transactions occurring after the date of this agreement;
(ii) the Company shall not defer payment of Consultant's compensation unless,
either  prior  to or concurrently with the deferment of Consultant's  salary,
the  Company ceases to pay any compensation to each of its then current Chief
Executive Officer, Chairman, and President; and the Company shall not pay any
compensation  to  its  then  current Chief Executive  Officer,  Chairman,  or
President  until  it  has  made payment in full of  all  deferred  Consultant
compensation;  and  (iii)  if  the  Company defers  payment  of  Consultant's
compensation  for  a  period of six months, Consultant may,  at  his  option,
terminate  this Agreement by providing written notice of such termination  to
the Company.

(b)  Company shall promptly pay or reimburse Consultant for the reasonable
and  necessary  expenses  incurred  by  Consultant  in  connection  with  the
performance  of his duties hereunder, including travel expenses  incurred  by

<PAGE>

Consultant  at the request of Company, subject to Company's receipt  of  such
verification  thereof  as  is reasonably required and  subject  to  Company's
general expense reimbursement policies.

(c)  If Consultant is terminated by the Company other than for cause, or if
Consultant terminates his engagement pursuant to Section 3(a)(iii) hereof,
then Consultant shall be entitled to continue to receive his then current
compensation for a period of six (6) months (such payments, the "Severance
Payments") pursuant to the payment schedule in effect for Consultant
immediately prior to such termination; provided, that without limiting any
other rights or remedies available to the Company, any violation of this
Agreement by Consultant during the 6 month period commencing upon
Consultant's termination shall terminate the Company's obligation to make
Severance Payments.

4.   WARRANT.

     Concurrently with the execution of this Agreement, the Company and
Consultant shall enter into the Warrant Agreement attached hereto as Exhibit
A.

5.   INDEPENDENT CONTRACTOR RELATIONSHIP.

(a)  The relationship of Consultant to Company is that of an independent
contractor  and advisor only.  Nothing contained in this Agreement  shall  be
construed  to  create the relationship of employer and employee or  principal
and  agent between Consultant and Company.  Accordingly, Consultant shall not
be  entitled  to  any  employee benefits, such as  medical  or  other  health
insurance, available to employees of Company.  In addition, Consultant is not
a  member,  partner or joint venturer with Company, and nothing contained  in
this  Agreement  shall be construed so as to make such  parties  partners  or
joint  venturers  or  to  impose any liability as such  on  either  of  them.
Consultant  shall  have  no  authority to  bind  Company  to  any  agreement,
obligation or commitment.

(b)  It is understood and agreed that Consultant's duties and obligations to
Company are fully expressed by the terms hereof.  As long as Consultant's
other business activities or services do not cause substantial interference
with Consultant's performance of his duties under this Agreement or otherwise
violate any other agreement between the Consultant and the Company,
Consultant shall be entitled to engage in any other business activities he
deems fit, as an owner, officer, director, partner, investor, employee,
consultant or otherwise.

(c)  Consultant shall be responsible for payment of any and all applicable
federal, state and local income and other taxes, business license fees and
workers' compensation and disability benefits which he may incur as a
consequence of rendering the Consulting Services provided for herein.  In the
event that the Company is required to pay, or it is contended that the
Company is required to pay any such employee taxes, penalties, interest,
fines or assessments, Consultant agrees to hold harmless and indemnify the
Company in full from and against any such taxes, penalties, fines or
assessments, and attorneys' fees and other expenses which result from, or are
incident to, any proceeding to establish or collect such taxes.

<PAGE>

6.   CONFIDENTIALITY.

(a)  "Confidential Information" shall mean all confidential or proprietary
information  of the Company whether developed by the Company,  by  Consultant
within  the  scope  of Consultant's engagement by the Company,  or  by  third
parties  for  the  Company,  including  without  limitation  knowledge  about
business,   marketing   plans,  pricing  practices,  products,   formulation,
ingredients,  formulations, dosages, sources, methods  of  manufacturing  and
delivery, inventions, prototypes, formula, processes, programming techniques,
experimental work, as well as information relating to the customers,  clients
and suppliers of Company. Confidential Information will not include, however,
any  information  which is or becomes part of the public  domain  through  no
fault  of Consultant or that Company regularly gives to third parties without
restriction on use or disclosure.

(b)  Consultant agrees to hold all such Confidential Information in strict
confidence, not to disclose it to others or use it in any way, except in
performing the Services, and not to allow any unauthorized person access to
it, either before or after expiration or termination of this Agreement.
Consultant further agrees to take all action reasonably necessary and
satisfactory to protect the confidentiality of the Confidential Information.

7.   ASSIGNMENT OF INVENTIONS.

(a)  "Inventions" shall mean all designs, discoveries, inventions, computer
programs,  procedures, improvements (whether or not patentable or whether  or
not  copyrightable),  modifications,  enhancements,  products,  developments,
drawings,  notes,  documents, information and materials, including  any  such
items relating to the ingredients, formulations, dosages, sources, methods of
manufacturing  and delivery of Nutraceuticals, whether or not patentable  and
whether or not reduced to practice, together with each literary work of  such
owner, whether or not copyrightable.

(b)  "Subject Inventions" shall mean all Inventions made by Consultant during
the Term that result from any work performed by Consultant for the Company or
were developed using the Company's equipment, supplies, facilities, or trade
secret information.

(c)  Consultant hereby assigns to the Company, without additional
consideration to the Consultant, the entire right, title, and interest in and
to the Subject Inventions and all confidential information, writings,
apparatus, and other matter related to the Subject Inventions and in and to
all proprietary rights therein or based thereon.  Consultant understands and
agrees that all materials included in any Subject Invention which is eligible
for protection under the Copyright Laws shall be deemed specially
commissioned by the Company and treated as "Works for Hire" under the
Copyright Laws of the United States to the extent such materials fall within
a category eligible for such treatment. In the event that such materials are
not eligible to be treated as a Work for Hire, Consultant nonetheless shall,
and hereby does, assign all of Consultant's interest in such work to the
Company as the same is created by Consultant.

<PAGE>

(d)  During and after the Term, Consultant shall execute and deliver all
written assignments, oaths, declarations, applications, and other documents
as may be prepared by the Company to evidence and/or effect the assignments
required by this Agreement.

(e)  During and after the Term, Consultant shall provide the Company with all
information, documentation, and assistance the Company may request to
perfect, enforce, or defend any Subject Inventions or Proprietary Information
under this Agreement. The Company, in its sole discretion, shall determine
the extent of the proprietary rights, if any, to be protected in or based on
the Subject Inventions and Proprietary Information. All such information,
documentation, and assistance shall be provided at no additional expense to
the Company, except out-of-pocket expenses which  the Consultant incurred at
the Company's request.

(f)  Nothing in this Agreement shall affect in any way the ownership of, or
rights to, any Inventions other than the Subject Inventions.

8.   CONFLICTS OF INTEREST

(a)  During the Term and for two (2) years thereafter, Consultant shall not:

(i)  perform any services for any person or entity competing directly with
the Company; or

(ii) directly or indirectly (other than for Company), sell or attempt to sell
any Nutraceuticals to any person or entity which has been a customer of the
Company during the Term,  purchase or attempt to purchase (other than for
Consultant's personal use) any Nutraceuticals from any person or entity which
has been a vendor or supplier of Company during the Term, or use Consultant's
personal knowledge or influence in relation to any person or entity which has
at any time during such period been a customer, vendor, or supplier of
Company in order to compete with Company.

(b)  During the Term and for two (2) years thereafter, Consultant shall not:

(i)  directly or indirectly, induce or attempt to induce any employee,
consultant, independent contractor, advisor, or other service provider of the
Company to terminate such person's or entity's relationship with the Company;

(ii) directly or indirectly induce or attempt to induce any vendor, customer,
or supplier, or any other person having a business relationship with Company,
to terminate or adversely modify such person's or entity's relationship with
the Company.

9.   MISCELLANEOUS

(a)  Binding Effect. This Agreement shall inure to the benefit of and shall
be  binding  upon the parties hereto and Company's successors or assigns  and
the  Consultant's heirs, executors and legal representatives,  provided  that
this  Agreement  is a personal services contract and may not be  assigned  by
Consultant without the prior written consent of Company.

<PAGE>

(b)  Publicity.  Consultant shall not publicize or advertise in any manner
that Consultant is performing the Consulting Services hereunder, without the
prior written consent of Company.  Consultant hereby grants to Company the
right to use Consultant's name, likeness, and relationship with Company in
and in connection with technical materials, various reports, brochures or
other documents produced by or on behalf of Company.

(c)  Assignment.  Consultant may not assign this Agreement or any of
Consultant's rights or delegate Consultant's duties under this Agreement
either in whole or in part, whether by operation of law or otherwise, without
the prior written consent of Company.  Any attempted assignment or delegation
without such consent will be void and of no force and effect.

(d)  Equitable Remedies.  Because the Services are personal and unique and
because Consultant will have access to Confidential Information of Company,
Company will have the right to enforce this Agreement and any of its
provisions by injunction, specific performance or other equitable relief
without prejudice to any other rights and remedies that Company may have for
a breach of this Agreement.

(e)  Attorneys' Fees.  If any action is necessary to enforce the terms of
this Agreement, the substantially prevailing party will be entitled to
reasonable attorneys' fees, costs and expenses in addition to any other
relief to which such prevailing party may be entitled.

(f)  Governing Law; Severability.  This Agreement will be governed by and
construed in accordance with the laws of the State of Nevada excluding that
body of law pertaining to conflict of laws.  If any provision of this
Agreement is for any reason found to be unenforceable, the remainder of this
Agreement will continue in full force and effect.

(g)  Notices.  All notices and demands between the parties hereto shall be in
writing and shall be served either by registered or certified mail, and such
notices or demands shall be deemed given and made forty-eight (48) hours
after the deposit thereof in the United States mail, postage prepaid,
addressed to the party to whom such notice or demand is to be given or made,
and the issuance of the registered receipt therefor.  All notices and demands
to Consultant or the Company may be given to them at the following addresses:

        If to Consultant:  Brian C. Smith
                           679 Lombardy Place
                           San Marino, CA  91108

        If to Company:   Vital Living, Inc.
                          2800 S. Rural Rd.
                          Tempe, AZ  85282

(h)   Counterparts.   This  Agreement may be executed  in  two  or  more
counterparts,  each of which shall be deemed an original, but  all  of  which
together shall constitute one and the same document.

<PAGE>

(i)  Captions.  The captions in this Agreement are for convenience of
reference only and shall not define or limit any of the terms or provisions
thereof.

(j)  Modification. Any waiver, modification or amendment of any provision of
this Agreement will be effective only if in writing and signed by the parties
hereto.


                         [SIGNATURE PAGE TO FOLLOW]



     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement  as
of the date and year first written.





VITAL LIVING, INC., a Nevada corporation



/S/Bradley D. Edson
Bradley D. Edson, C.E.O.



Brian C. Smith


/S/Brian C. Smith

<PAGE>

                                  Exhibit A


                                   WARRANT



THE  SECURITY  EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE  SECURITIES
ACT  OF  1933, AS AMENDED, OR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES
LAW,  AND  MAY  NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE  OF  SUCH
REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT OR ANY
APPLICABLE  STATE SECURITIES LAWS.  AS A CONDITION TO SALE OR OTHER  TRANSFER
OF  THE  SECURITY,  THE  COMPANY  MAY, AT ITS OPTION,  REQUIRE  THE  PROPOSED
TRANSFEROR  HEREOF  TO DELIVER TO THE COMPANY AN OPINION  OF  COUNSEL,  WHICH
OPINION AND WHICH COUNSEL SHALL BE SATISFACTORY TO THE COMPANY, TO THE EFFECT
THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRE FOR SUCH PROPOSED SALE
OR OTHER TRANSFER.


Warrant # W. - _____________

To Purchase 150,000 Shares of Common Stock ($0.001 par value)

March 20, 2002
                             VITAL LIVING, INC.

             Incorporated Under the Laws of the State of Nevada


                                   Warrant


1.  Basic Terms.  This certifies that the registered owner is entitled,
subject  to  the terms and conditions of this Warrant, at any time  and  from
time  to  time, in whole or in part, from the time set forth in  Paragraph  3
below  until  the expiration date, to purchase 150,000 shares of  the  Common
Stock,  par  value  $0.001 (the "Common Stock"), of Vital Living,  Inc.  (the
"Company")  from the Company at the purchase price set forth in  Paragraph  2
below, on delivery of this Warrant to the Company with the exercise form duly
executed and payment of the purchase price (in cash or by certified  or  bank
cashier's  check  payable  to  the  order of  the  Company)  for  each  share
purchased.

Registered Owner: BRIAN C. SMITH

2.  Purchase Price.  The purchase price per share shall be $1.00.

<PAGE>

3.  Exercise of Warrants.

3.1 When Exercisable.

(a)  At any time prior to the expiration of the five year period commencing
upon the date of this warrant (the "Expiration Date"), Holder shall have  the
right to exercise this warrant to purchase in whole or in part the shares  of
Common  Stock  which  at the time of exercise are Vested Shares  (as  defined
below).

(b)  Shares of Common Stock underlying this Warrant shall become "Vested
Shares" as follows: (a) upon execution of this Warrant, 8,334 shares of
Common Stock shall become Vested Shares, (b) so long as Holder is engaged by
the Corporation pursuant to the Consulting Agreement to which this Warrant is
an Exhibit (the "Consulting Agreement"), 8,334 shares of Common Stock shall
become Vested Shares on 15th day of each month commencing upon April 15, 2002
for 16 months, and (c) 8,322 shares shall become Vested Shares on August 15,
2003.

(c)  Notwithstanding the provisions of Section 3.1(i), if Holder is
terminated by the Company other than for Cause (as defined in the Consulting
Agreement), or if Holder terminates its engagement pursuant to Section
3(a)(iii) of the Consulting Agreement, then the number of shares that are
Vested Shares at the time of such termination shall be that number of shares
that would have been Vested Shares had such termination occurred one year
after the actual date of termination.

3.2  Payment.  Subject to compliance with the terms and conditions  of
this  Warrant  and applicable securities laws, this Warrant may be  exercised
according  to  the  provisions  set forth in  Section  3.1  by  the  delivery
(including, without limitation, delivery by facsimile) of the form of  Notice
of  Exercise attached hereto as (the "Notice of Exercise"), duly executed  by
the  Holder,  at  the  principal  office of  the  Company,  and  as  soon  as
practicable after such date, surrendering

(i)  this Warrant at the principal office of the Company, and

(ii) payment, (i) in cash (by check) or by wire transfer, (ii)  by
cancellation by the Holder of indebtedness of the Company to the  Holder;  or

(iii)  by  a  combination of (i) and (ii), of an amount equal to the  product
obtained  by multiplying the number of shares of Common Stock being purchased
upon  such  exercise  by  the then effective Purchase  Price  (the  "Exercise
Amount").

3.3  "Easy  Sale" Exercise.  When, and if, the Company's Common  Stock
is  traded on the NASDAQ, AMEX, NYSE or like stock exchange with quantitative
and  qualitative  listing requirements, Holder may, in lieu  of  the  payment
methods  set  forth  in  Section 3.2(ii) above, when  permitted  by  law  and
applicable  regulations (including Nasdaq and NASD rules), pay  the  Purchase
Price through a "same day sale" commitment from the Holder (and if applicable
a  broker-dealer that is a member of the National Association  of  Securities

<PAGE>

Dealers  (an  "NASD  Dealer")),  whereby the  Holder  irrevocably  elects  to
exercise this Warrant and to sell a portion of the shares so purchased to pay
the  Purchase  Price  and  the Holder (or, if applicable,  the  NASD  Dealer)
commits upon sale (or, in the case of the NASD Dealer, upon receipt) of  such
shares to forward the Purchase Price directly to the Company.

3.4 Stock Certificates; Fractional Shares.  As soon as practicable  on
or  after  the date of any exercise of this Warrant, the Company shall  issue
and  deliver  to  the  person  or persons entitled  to  receive  the  same  a
certificate  or certificates for the number of whole shares of  Common  Stock
issuable upon such exercise, together with cash in lieu of any fraction of  a
share  equal to such fraction of the current Fair Market Value of  one  whole
share  of Common Stock as of such date of exercise.  No fractional shares  or
scrip representing fractional shares shall be issued upon an exercise of this
Warrant.

3.5  Partial  Exercise; Effective Date of Exercise.  In  case  of  any
partial exercise of this Warrant, the Company shall cancel this Warrant  upon
surrender  hereof and shall execute and deliver a new Warrant of  like  tenor
and date for the balance of the shares of Common Stock purchasable hereunder.
This Warrant shall be deemed to have been exercised immediately prior to  the
close  of  business  on  the date of its surrender for exercise  as  provided
above.   The  person entitled to receive the shares of Common Stock  issuable
upon exercise of this Warrant shall be treated for all purposes as the holder
of  record of such shares as of the close of business on the date the  Holder
is deemed to have exercised this Warrant.

3.6 Termination of Purchase Right.

(i)  For Cause. If the Holder is terminated by the Company for Cause (as
defined in the Consulting Agreement) the Holder shall have fifteen (15)  days
to  exercise and purchase all Vested Shares.  Following the expiration of the
fifteen  (15)  day  period this Warrant shall become null and  void  and  the
Holder's right to acquire any shares of Common Stock pursuant to this Warrant
shall cease.

(ii)  Termination other than for Cause. If the Holder's engagement  with
the Company is terminated other than pursuant to a termination by the Company
for  Cause (as defined in the Consulting Agreement) the Holder shall have the
right to purchase all of the Vested Shares at any time prior to and until the
Expiration Date.


4.   Company's Covenants as to Common Stock.  Shares deliverable on the
exercise  of  this  Warrant  shall,  at delivery,  be  fully  paid  and  non-
assessable,  free  from  taxes,  liens, and charges  with  respect  to  their
purchase.  The Company shall take any necessary steps to assure that the  par
value  per share of the Common Stock issuable hereunder is at all times equal
to  or  less  than the then current Warrant purchase price per share  of  the
Common  Stock  issuable pursuant to this Warrant.  The Company shall  at  all
times reserve and hold available sufficient shares of Common Stock to satisfy
all conversion and purchase rights of all outstanding convertible securities,
options, and warrants, including, without limitation, this Warrant.

<PAGE>

5.  Method of Exercise.  The purchase rights represented by this Warrant
are  exercisable at the option of the registered owner in whole at any  time,
or in part, from time to time, within the period above specified.  In case of
the  exercise  of  this  Warrant for less than all  shares  purchasable,  the
Company  shall  cancel the Warrant and execute and deliver a new  Warrant  of
like tenor and date for the balance of the shares purchasable.

6.  Limited Rights of Owner.  This Warrant does not entitle the owner to
any  voting rights or other rights as a shareholder of the Company, or to any
other rights whatsoever except the rights herein expressed.  No dividends are
payable  or  will accrue on this Warrant or the shares purchasable  hereunder
until, and except to the extent that, this Warrant is exercised.

7.  Exchange or Other Denominations.  This Warrant is exchangeable,  on
its  surrender  by the registered owner to the Company, for new  Warrants  of
like  tenor and date representing in the aggregate the right to purchase  the
number  of  shares purchasable hereunder in denominations designated  by  the
registered owner at the time of surrender.

8.   Transfer.   Except as otherwise above provided,  this  Warrant  is
transferable  only  on the books of the Company by the  registered  owner  in
person or by attorney, on surrender of this Warrant, properly endorsed.

9.   Recognition  of  Registered Owner.  Prior to due  presentment  for
registration  of  transfer  of  this  Warrant,  the  Company  may  treat  the
registered  owner as the person exclusively entitled to receive  notices  and
otherwise to exercise rights hereunder.

10.  Effect of Stock Split, etc.  If the Company, by stock split, stock
dividend, reverse split, reclassification of shares, or otherwise, changes as
a  whole  the  outstanding Common Stock into a different number or  class  of
shares, then:  (1) the number and/or class of shares as so changed shall, for
the  purposes  of  this  Warrant, replace the shares outstanding  immediately
prior  to the change; and (2) the Warrant purchase price in effect,  and  the
number  of  shares purchasable under this Warrant, immediately prior  to  the
date  upon  which  the  change becomes effective,  shall  be  proportionately
adjusted (the price to the nearest cent).  Irrespective of any adjustment  or
change  in  the  Warrant purchase price or the number of  shares  purchasable
under  this  or  any other Warrant of like tenor, the Warrants therefore  and
thereafter  issued  may continue to express the Warrant  purchase  price  per
share and the number of shares purchasable as the Warrant purchase price  per
share and the number of share purchasable were expressed in the Warrant  when
initially issued.

11.  Effect of Merger, etc.  If the Company consolidates with or merges
into  another corporation, the registered owner shall thereafter be entitled,
upon  exercise  of this Warrant, to purchase, with respect to each  share  of
Common  Stock  purchasable hereunder immediately before the consolidation  or
merger  becomes effective, the securities or other consideration to  which  a
holder  of  one  share  of Common Stock is entitled in the  consolidation  or

<PAGE>

merger  without any change in or payment in addition to the Warrant  purchase
price  in  effect  immediately  prior to the merger  or  consolidation.   The
Company shall take any necessary steps in connection with a consolidation  or
merger to assure that all the provisions of this Warrant shall thereafter  be
applicable,  as  nearly  as reasonably may be, to  any  securities  or  other
consideration so deliverable on exercise of this Warrant.  The Company  shall
not  consolidate  or  merge  unless, prior  to  consummation,  the  successor
corporation  (if  other  than the Company) assumes the  obligations  of  this
paragraph  by written instrument executed and mailed to the registered  owner
at  the address of the owner on the books of the Company.  A sale or lease of
all or substantially all the assets of the Company for a consideration (apart
from  the assumption of obligations) consisting primarily of securities is  a
consolidation or merger for the foregoing purposes.

12.   Notice of Adjustment.  On the happening of an event requiring  an
adjustment of the Warrant purchase price or the shares purchasable hereunder,
the  Company  shall  forthwith give written notice to  the  registered  owner
stating the adjusted Warrant purchase price and the adjusted number and  kind
of  securities  or  other property purchasable hereunder resulting  from  the
event  and  setting forth reasonable detail of the method of calculation  and
the facts upon which the calculation is based.  The Board of Directors of the
Company, acting in good faith, shall determine the calculation.

13.   Notice  and Effect of Dissolution, etc.  In case a  voluntary  or
involuntary  dissolution, liquidation, or winding up of  the  Company  (other
than  a  connection with a consolidation or merger covered  by  Paragraph  11
above)  is  at  any time proposed, the Company shall give at least  30  days'
prior  written  notice to the registered owner.  Such notice  shall  contain:
(1)  the date on which the transaction is to take place; (2) the record  date
(which shall be at least 30 days after the giving of the notice) as of  which
holders of Common Stock will be entitled to receive distributions as a result
of  the transaction: (3) a brief description of the transaction; (4) a  brief
description of the distributions made to holders of Common Stock as a  result
of   the  transaction  and  (5)  an  estimate  of  the  fair  value  of   the
distributions.  On the date of the transaction, if it actually  occurs,  this
Warrant and all rights hereunder shall terminate.

14.   Registration of Common Stock.  Neither this Warrant nor the shares
of Common Stock issuable upon exercise hereof, have been registered under the
Securities Act of 1933, as amended.  The initial Holder hereof has  delivered
to Vital Living, Inc. a written statement to the effect that he is purchasing
this Warrant for his own account for investment and not with a view to or for
sale  in  connection with any distribution thereof except in conformity  with
the  provisions of the Securities Act of 1933, as amended, and the Rules  and
Regulations promulgated thereunder, and applicable state securities laws, and
has  further agreed that this Warrant may also state that it may not be  sold
or  transferred  in the absence of an effective registration statement  under
the  Securities  Act  of 1933, and applicable state securities  laws,  or  an
opinion of counsel which opinion shall be satisfactory to Vital Living,  Inc.
to the effect that there is an exemption therefrom.  In addition, the initial
Holder  hereto  agrees  to deliver to Vital Living, Inc.  a  similar  written
statement  with  respect  to any shares of Common Stock  purchased  upon  the
conversion  of this Warrant unless such shares have at the time  of  issuance
been  registered under the Securities Act of 1933, as amended, and applicable
state securities laws.

15.   Method of Giving Notice; Extent Required.  Notices shall be given
by  first  class mail, postage prepaid, addressed to the registered owner  at
the address of the owner appearing in the records of the Company.

<PAGE>

16. Registration Rights. All shares of Common Stock issued upon exercise
of this Warrant shall be "Registrable Securities" or such other definition of
securities  entitled to registration rights pursuant to  Exhibit  A  of  this
Warrant, the terms of which are hereby incorporated by reference.

                         [SIGNATURE PAGE TO FOLLOW]

<PAGE>

       IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
     of the date and year first written..



VITAL LIVING, INC.


By: /S/Brad D. Edson
    Brad D. Edson, CEO



BRIAN C. SMITH


/S/Brian C. Smith

<PAGE>

Exercise Form

             (To be executed by the registered owner to purchase

                    Common Stock pursuant to the Warrant)



To:  Vital Living, Inc.
     2800 South Rural Road
     Tempe, AZ  85282



The undersigned hereby: (1) irrevocably subscribed for ___________ shares  of
your  Common  Stock  pursuant  to  this  Warrant,  and  encloses  payment  of
$_____________ therefor, (2) requests that a certificate for  the  shares  be
issued in the name of the undersigned and delivered to the undersigned at the
address  below;  and (3) if such number of shares is not all  of  the  shares
purchasable  hereunder, that a new Warrant of like tenor for the  balance  of
the  remaining  shares purchasable hereunder be issued in  the  name  of  the
undersigned and delivered to the undersigned at the address below.



Date:          _____________________

Signature:     _________________________________________________________
               (Please sign exactly as name appears on Warrant)

Printed Name:  _________________________________________________________

Address:       _________________________________________________________
               _________________________________________________________

Taxpayer ID No.:_________________________________________________________

<PAGE>

                               ASSIGNMENT FORM



      (To be executed by the registered owner to transfer the Warrant)


      For value received the undersigned hereby sells, assigns, and transfers
to:



Name      ___________________________________________________________


Address   ___________________________________________________________

          ___________________________________________________________


this  Warrant  irrevocably appoints ________________________  attorney  (with
full  power  of substitution) to transfer this Warrant on the  books  of  the
Company.


Date: ___________________________


__________________________________________________________
(Please sign exactly as name appears on Warrant)

Taxpayer ID No. ___________________


In the presence of _______________________

Signature guaranteed by:



______________________________________

<PAGE>


                            EXHIBIT A TO WARRANT

1.   DEFINITIONS.

     CAPITALIZED TERMS NOT DEFINED IN THIS EXHIBIT A  SHALL HAVE THE MEANING
SET FORTH IN THE WARRANT (THE "WARRANT") TO WHICH THIS EXHIBIT IS ATTACHED.
FOR PURPOSES OF THIS EXHIBIT A:

(a)  Effective Date.  The term "Effective Date" shall mean the date that the
Warrant first becomes exercisable.

(b)  Holder.  The term "Holder" shall mean Brian Smith.

(c)  Registration.  The terms "register," "registered," and "registration"
refer to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act of 1933, as amended, (the
"Securities Act"), and the declaration or ordering of effectiveness of such
registration statement.

(d)  Registrable Securities.  The term "Registrable Securities" means:  (1)
any Common Stock of the Company issued or to be issued upon exercise of the
Warrant and (2) any shares of Common Stock of the Company issued as (or
issuable upon the conversion or exercise of any warrant, right or other
security which is issued as) a dividend or other distribution with respect
to, or in exchange for or in replacement of, any shares of Common Stock
described in clause (1) of this paragraph.  Notwithstanding the foregoing,
"Registrable Securities" shall exclude any Registrable Securities sold by a
person in a transaction in which rights under this Exhibit A are not assigned
in accordance with this Agreement.

(e)  Registrable Securities Then Outstanding.  The number of shares of
"Registrable Securities then outstanding" shall mean the number of shares of
Common Stock of the Company that are Registrable Securities and (l) are then
issued and outstanding or (2) are then issuable pursuant to an exercise of
the Warrant or pursuant to conversion of securities issuable pursuant to an
exercise of the Warrant.

(f)  SEC.  The term "SEC" or "Commission" means the U.S. Securities and
Exchange Commission.

2.   PIGGYBACK REGISTRATIONS.

(a)   The Company shall notify all Holders of Registrable Securities  in
writing  at  least  ten (10) days prior to filing any registration  statement
under  the  Securities  Act for purposes of effecting a  public  offering  of
securities  of the Company that will include shares of Common Stock  that  is
then  held  by  officers, directors or 10% or more beneficial owners  of  the
Company's   Common  Stock  (including,  but  not  limited  to,   registration
statements  relating  to secondary offerings of securities  of  the  Company,
including registration statements relating to any employee benefit plan filed

<PAGE>

on  Form  S-8,  but  excluding any registration statements  relating  to  any
corporate reorganization filed on Form S-4) and will afford each such  Holder
an  opportunity to include in such registration statement all or any part  of
the Registrable Securities then held by such Holder.  Each Holder desiring to
include in any such registration statement all or any part of the Registrable
Securities  held by such Holder shall within ten (10) days after  receipt  of
the  above-described  notice  from the Company,  so  notify  the  Company  in
writing,  and  in  such  notice shall inform the Company  of  the  number  of
Registrable  Securities such Holder wishes to include  in  such  registration
statement.   If  a  Holder  decides not to include  all  of  its  Registrable
Securities  in  any registration statement thereafter filed by  the  Company,
such  Holder  shall nevertheless continue to have the right  to  include  any
Registrable   Securities   in  any  subsequent  registration   statement   or
registration  statements  as  may be filed by the  Company  with  respect  to
offerings  of  its  securities, all upon the terms and conditions  set  forth
herein.

(b)  Underwriting.  If a registration statement under which the Company gives
notice under this Section 2 is for an underwritten offering, and
notwithstanding any other provision of this Agreement, if the managing
underwriter(s) determine(s) in good faith that marketing factors require a
limitation of the number of shares to be underwritten, then the Company shall
include in such offering at least that number of Holder's Registrable
Securities that is equal to the product of (a) the number of Holder's
Registrable Securities with respect to which Holder has requested
registration pursuant to the notice provisions described in Section 2.1; and
(b) a fraction (i) the numerator of which is equal to the number of shares
that the underwriter(s) determine(s) it can underwrite and (ii) the
denominator of which is the number of other shares of Common Stock of the
Company requested to be included by the Company and other investors having
written registration rights agreements with the Company respecting such
shares ("Other Registrable Securities").  If Holder disapproves of the terms
of any such underwriting, Holder may elect to withdraw therefrom by written
notice to the Company and the underwriter(s), delivered at least ten (10)
business days prior to the effective date of the registration statement.  Any
Registrable Securities excluded or withdrawn from such underwriting shall be
excluded and withdrawn from the registration.

(c)  Expenses.  All expenses incurred in connection with a registration
pursuant to this Section 2 (excluding underwriters' and brokers' discounts
and commissions relating to shares sold by the Holders), including, without
limitation all federal and "blue sky" registration, filing and qualification
fees, printers' and accounting fees, and fees and disbursements of counsel
for the Company and Holder, shall be borne by the Company.

(d)  No Limit on Registrations.  Except as otherwise provided herein, there
shall be no limit on the number of times the Holders may request registration
of Registrable Securities under this Section 2.

3.   DEMAND REGISTRATIONS.

(a)  At any time after the earlier of (a) February 15, 2003, or (b) such time
as  the  Company's Common Stock is traded on the NASDAQ, AMEX, NYSE  or  like
stock  exchange  with quantitative and qualitative listing requirements,  the
Holder may request that the Company register any Registrable Securities.  The
Holder shall be entitled to one (1) such demand registration per twelve  (12)
month period (i.e. all registrations must be at least 12 months plus one  day
apart).   The Holder shall have the right to demand that the Company  satisfy

<PAGE>

its  obligations pursuant to this Section 3 by use of the SEC's Form S-8,  or
any  successor  form thereto, subject to applicable law, or  such  other  SEC
registration statement form as Holder may choose to request, including Form S-
3 or any successor form thereto, or if Form S-3 is not available, Form S-1 or
Form  S-2, or any successor form thereto. Holder shall notify the Company  in
writing that it  intends to offer or cause to be offered for public sale  all
or  any  portion of the Registrable Shares, and within ten (10) days  of  the
receipt after such notice.

(b)  Upon written request of Holder the Company will use its best efforts to
cause all or any part of the Registrable Securities that may be requested by
Holder to be registered under the Securities Act as expeditiously as
possible.

(c)  If Holder intends to distribute the Registrable Securities covered by
its request by means of an underwriting, it shall so advise the Company as
part of its request.

(d)  Notwithstanding the foregoing, the Company shall not be obligated to
effect, or to take any action to effect, any registration pursuant to this
Section 3:  (i) if the Company shall furnish to Holder a certificate signed
by the President of the Company stating that in the good faith judgment of
the Board of Directors of the Company, it would be seriously detrimental to
the Company and its stockholders for such registration statement to be
effected at such time, and that it is essential to the Company to defer the
filing, in which event the Company shall have the right to defer the filing
of the 3 registration statement for a period of not more than 120 days after
receipt of the request of the Holder under this Section 3; provided, however
that the Company shall not utilize this right more than once in any 12 month
period; or (ii) during the period starting with the date 60 days prior to the
Company's good faith estimate of filing of, and ending on a date 180 days
after the effective date of, a registration statement filed under the
Securities Act (other than a registration relating solely to the sale of
securities to participants in a Company stock plan).

4.   OBLIGATIONS OF THE COMPANY. WHENEVER REQUIRED TO EFFECT THE REGISTRATION
OF ANY REGISTRABLE SECURITIES UNDER THIS AGREEMENT THE COMPANY SHALL, AS
EXPEDITIOUSLY AS POSSIBLE:

(a)  Registration Statement.  Prepare and file with the SEC a registration
statement  with  respect  to such Registrable Securities  and  use  its  best
efforts  to cause such registration statement to become effective,  provided,
however, that the Company shall not be required to keep any such registration
statement effective for more than one (1) year.

(b)  Amendments and Supplements.  Prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection with such registration statement as may be necessary to
comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement.

(c)  Prospectuses.  Furnish to the Holders such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by them that are included in such registration.

(d)  Blue Sky.  Use its best efforts to register and qualify the securities
covered by such registration statement under such other securities or Blue
Sky laws of such jurisdictions as shall be reasonably requested by the

<PAGE>

Holders, provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a
general consent to service of process in any such states or jurisdictions.

(e)  Underwriting.  In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement in usual and
customary form, with the managing underwriter(s) of such offering.  Each
Holder participating in such underwriting shall also enter into and perform
its obligations under such an agreement.

(f)  Notification.  Notify each Holder of Registrable Securities covered by
such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in the light of the
circumstances then existing.

     Opinion  and  Comfort  Letter.  Furnish, at the request  of  any  Holder
requesting  registration of Registrable Securities, on  the  date  that  such
Registrable  Securities are delivered to the underwriters for sale,  if  such
securities are being sold through underwriters, (i) an opinion, dated  as  of
such  date, of the counsel representing the Company for the purposes of  such
registration,  in form and substance as is customarily given to  underwriters
in  an underwritten public offering and reasonably satisfactory to a majority
in  interest  of  the  Holders  requesting  registration,  addressed  to  the
underwriters,  if  any,  and  to  the  Holders  requesting  registration   of
Registrable  Securities, and (ii) a "comfort" letter dated as of  such  date,
from the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants
to   underwriters   in  an  underwritten  public  offering   and   reasonably
satisfactory   to   a   majority  in  interest  of  the  Holders   requesting
registration,  addressed  to the underwriters, if any,  and  to  the  Holders
requesting  registration of Registrable Securities.  If such  securities  are
not  being sold through underwriters, then the Company shall furnish, at  the
request  and  at  the sole expense of any Holder requesting  registration  of
Registrable  Securities,  on  the date that the registration  statement  with
respect  to such securities becomes effective, an opinion, dated as  of  such
date,  of  the  counsel  representing the Company for the  purposes  of  such
registration,  in form and substance as is customarily given to  underwriters
in  an underwritten public offering and reasonably satisfactory to a majority
in  interest  of  the  Holders  requesting  registration,  addressed  to  the
underwriters,  if  any,  and  to  the  Holders  requesting  registration   of
Registrable Securities.

5.    FURNISH  INFORMATION.  It shall be a condition  precedent  to  the
obligations  of  the Company to effect the Registration of their  Registrable
Securities  that  the  selling  Holder shall  furnish  to  the  Company  such
information  regarding himself, the Registrable Securities held by  him,  and
the intended method of disposition of such securities as shall be required to
timely effect the Registration of their Registrable Securities.

6.   INDEMNIFICATION.  In the event any Registrable Securities are included
in a registration statement under Section 2:

<PAGE>

(a)   By the Company.  To the extent permitted by law, the Company  will
indemnify and hold harmless each Holder, the partners, officers and directors
of  each  Holder, any underwriter (as determined in the Securities  Act)  for
such  Holder and each person, if any, who controls such Holder or underwriter
within  the meaning of the Securities Act or the Securities Exchange  Act  of
1934,  as amended, (the "1934 Act"), against any losses, claims, damages,  or
Liabilities  (joint or several) to which they may become  subject  under  the
Securities Act, the 1934 Act or other federal or state law, insofar  as  such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out  of  or  are  based  upon any of the following statements,  omissions  or
violations (collectively a "Violation"):

(i)  any untrue statement or alleged untrue statement of a material fact
contained   in   such  registration  statement,  including  any   preliminary
prospectus  or  final  prospectus contained  therein  or  any  amendments  or
supplements thereto;

(ii) the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein
not misleading, or

(iii)     any violation or alleged violation by the Company of the Securities
Act, the 1934 Act, any federal or state securities law or any rule or
regulation promulgated under the Securities Act, the 1934 Act or any federal
or state securities law in connection with the offering covered by such
registration statement;

and the Company will reimburse each such Holder, partner, officer or
director, underwriter or controlling person for any legal or other expenses
reasonably incurred by them, as incurred, in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,
however, that the indemnity agreement contained in this Section 6.1 shall not
apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage,
liability or action to the extent that it arises out of or is based upon a
Violation which occurs in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration
by such Holder, partner, officer, director, underwriter or controlling person
of such Holder.

(b)  By Selling Holders.  To the extent permitted by law, each selling Holder
will indemnify and hold harmless the Company, each of its directors, each  of
its officers who have signed the registration statement, each person, if any,
who  controls  the  Company within the meaning of  the  Securities  Act,  any
underwriter  and any other Holder selling securities under such  registration
statement  or any of such other Holder's partners, directors or  officers  or
any  person who controls such Holder within the meaning of the Securities Act
or the 1934 Act, against any losses, claims, damages or liabilities (joint or
several)  to  which  the Company or any such director,  officer,  controlling

<PAGE>

person,  underwriter  or other such Holder, partner or director,  officer  or
controlling  person  of  such  other Holder  may  become  subject  under  the
Securities Act, the 1934 Act or other federal or state law, insofar  as  such
losses, claims, damages or liabilities (or actions in respect thereto)  arise
out  of or are based upon any Violation, in each case to the extent (and only
to  the extent) that such Violation occurs in reliance upon and in conformity
with  written  information  furnished by such Holder  expressly  for  use  in
connection  with such registration; and each such Holder will  reimburse  any
legal  or  other  expenses reasonably incurred by the  Company  or  any  such
director, officer, controlling person, underwriter or other Holder,  partner,
officer,  director or controlling person of such other Holder  in  connection
with  investigating or defending any such loss, claim, damage,  liability  or
action:  provided,  however, that the indemnity agreement contained  in  this
Section  6.2 shall not apply to amounts paid in settlement of any such  loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Holder, which consent shall not be unreasonably withheld;  and
provided,  further, that the total amounts payable in indemnity by  a  Holder
under  this Section 6.2 in respect of any Violation shall not exceed the  net
proceeds received by such Holder in the registered offering out of which such
Violation arises.

(c)  Notice.  Promptly after receipt by an indemnified party under this
Section 6 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 6,
deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in,
and, to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with
counsel mutually satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the
fees and expenses to be paid by the indemnifying party, if representation of
such indemnified party by the counsel retained by the indemnifying party
would be inappropriate due to actual or potential conflict of interests
between such indemnified party and any other party represented by such
counsel in such proceeding.  The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall relieve such indemnifying party of liability to the indemnified
party under this Section 6 to the extent the indemnifying party is prejudiced
as a result thereof, but the omission so to deliver written notice to the
indemnified party will not relieve it of any liability that it may have to
any indemnified party otherwise than under this Section 6.

(d)  Defect Eliminated in Final Prospectus.  The foregoing indemnity
agreements of the Company and Holders are subject to the condition that,
insofar as they relate to any Violation made in a preliminary prospectus but
eliminated or remedied in the amended prospectus on file with the SEC at the
time the registration statement in question becomes effective or the amended
prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "Final
Prospectus"), such indemnity agreement shall not inure to the benefit of any
person if a copy of the Final Prospectus was timely furnished to the
indemnified party and was not furnished to the person asserting the loss,
liability, claim or damage at or prior to the time such action is required by
the Securities Act.

(e)  Contribution.  In order to provide for just and equitable contribution
to joint liability under the Securities Act in any case in which either (i)
any Holder exercising rights under this Agreement, or any controlling person
of any such Holder, makes a claim for indemnification pursuant to this
Section 6 but it is judicially determined (by the entry of a final judgment

<PAGE>

or decree by a court of competent jurisdiction and the expiration of time to
appeal or the denial of the last right of appeal) that such indemnification
may not be enforced in such case notwithstanding the fact that this Section 6
provides for indemnification in such case, or (ii) contribution under the
Securities Act may be required on the part of any such selling Holder or any
such controlling person in circumstances for which indemnification is
provided under this Section 6; then, and in each such case, the Company and
such Holder will contribute to the aggregate losses, claims, damages or
liabilities to which they may be subject (after contribution from others) in
such proportion so that such Holder is responsible for the portion
represented by the percentage that the public offering price of its
Registrable Securities offered by and sold under the registration statement
bears to the public offering price of all securities offered by and sold
under such registration statement, and the Company and other selling Holders
are responsible for the remaining portion; provided, however, that, in any
such case: (A) no such Holder will be required to contribute any amount in
excess of the public offering price of all such Registrable Securities
offered and sold by such Holder pursuant to such registration statement; and
(B) no person or entity guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to
contribution from any person or entity who was not guilty of such fraudulent
misrepresentation.

(f)  Survival.  The obligations of the Company and Holders under this
Section 6 shall survive until the fifth anniversary of the completion of any
offering of Registrable Securities in a registration statement, regardless of
the expiration of any statutes of limitation or extensions of such statutes.

7.   TERMINATION OF THE COMPANY'S OBLIGATIONS.  The Company shall have no
obligations pursuant to Section 2 with respect to any Registrable  Securities
proposed to be sold by a Holder in a registration pursuant to Section 2  more
than five (5) years after the date of this Agreement.

8.   Covenant. The Company hereby covenants to the Holder that at all times
subsequent to the date of the Warrant, it shall file in a timely manner
consistent with the requirements of the Securities Exchange Act of 1934, as
amended (the "34 Act") all reports and other materials required to be filed
pursuant to the 34 Act.

<PAGE>