CONSULTING AGREEMENT


     THIS CONSULTING AGREEMENT ("Agreement") executed as of this 20th day  of
March, 2002, is made by and between Michael Davidson, M.D. ("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)  Establish and serve as the Chairman of the Company's scientific advisory
board  (the  "Scientific Advisory Board") and in that  capacity  provide  the
Company the following service:

(1)  Attending and participating in all Scientific Advisory Board meetings
(Vital  Living  currently intends to convene one (1)  in-person  meeting  and
three (3) teleconference meetings of the Scientific Advisory Board per year);

(2)  Developing, manufacturing and testing of  nutraceutical formulations
that  are based on the best available scientific research, shown to  be  safe
and  effective in appropriately designed and controlled clinical trials,  and
proprietary to the Company ;

(3)  Assisting the Company in the design and development of compliance and
lifestyle  programs intended to enhance patient compliance with the Company's
nutraceuticals;

(4)  Advising the Company on the needs of potential clients, partners, and
other  users,  including practicing physicians, academic  researchers,  other
health  professional, and patients, and the design of products, services  and
offerings to address those needs;

(5)  Introducing Vital Living to other thought leaders and persons who can
assist the Company;

(6)  Assisting Vital Living in establishing itself and its products and
services   with  other  thought  leaders,  practicing  physicians,   academic
researchers, patients and other constituencies: and,

<PAGE>

(ii) Making use of Vital Living's products and services.

(iii)     Assist the Company in recruiting additional highly qualified
individuals to serve as members of the Scientific Advisory Board.

(iv) Supervise the formulation of the Company's nutritional supplements
("Nutraceuticals") including the selection of ingredients, dosages, delivery
methods, sources, manufacturing specifications and all other aspects of the
design, development and manufacturing of the Nutraceuticals.

(v)  Meet with Cardiologists, other physicians, and others to present
information and explain the Company's products.

(vi) Design and implement the Company's program for conducting clinical
trials  to  evaluate  the safety and efficacy of the Company's  products  and
write articles based on those trials for publication by leading peer reviewed
journals.

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

(viii)    Assist the Company in developing and refining its programs and
efforts  to  encourage  mainstream physicians to  incorporate  the  Company's
products as integral components of their standard treatment protocols.

(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

<PAGE>

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

(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 $4,200 per month payable pursuant to the
Company's payroll practices, as revised by the Company from time to  time  in

<PAGE>

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
Consultant  at  the  request  of Company and  economy  class  travel  to  all
Scientific  Advisory  Board meetings, 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.   STOCK OPTIONS.

     Concurrently with the execution of this Agreement, the Company and
Consultant shall enter into the Non-Qualified Stock Option 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

<PAGE>

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.

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

<PAGE>

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.

(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.

<PAGE>

(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.

(c)  Notwithstanding any provision of this Agreement  to  the  contrary,
nothing  in  this Agreement shall restrict Consultant from (a) designing  and
participating in the conduct of clinical trials related to cardiovascular and
other  diseases,  (b)  conducting academic research of  any  nature,  or  (c)
performing  any and all services required of Consultant in his  role  as  the
head of Preventive Cardiology at Rush Presbyterian St. Lukes.

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.

(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.

<PAGE>

(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:  Michael H. Davidson M.D.
                           140 Belle Avenue
                           Highland Park, Ill.  60035

        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.

(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.



MICHAEL DAVIDSON, M.D.


/S/Michael Davidson

<PAGE>

                                  Exhibit A

                     NONQUALIFIED STOCK OPTION AGREEMENT


     THIS NONQUALIFIED STOCK OPTION AGREEMENT ("Agreement") is entered into
as of March 20, 2002 (the "Grant Date"), by and between VITAL LIVING, INC., a
Nevada corporation ("Company"), and Michael Davidson M.D. ("Optionee").

                               R E C I T A L S

  A.   On July 31, 2001, the Board of Directors and Shareholders of the
  Company adopted the Vital Living, Inc. 2001 Stock Option Plan (the
  "Plan").

     B.    Pursuant to the Plan, on March 20, 2002, the Board of Directors of
the Company acting as the Plan Committee ("Committee") authorized granting to
Optionee options to purchase shares of the common stock, $0.001 par value, of
the  Company ("Shares") for the term and subject to the terms and  conditions
hereinafter set forth.

                              A G R E E M E N T

     It is hereby agreed as follows:

1.    CERTAIN  DEFINITIONS.  Unless otherwise defined herein, or the  context
otherwise  clearly requires, terms with initial capital letters  used  herein
shall have the meanings assigned to such terms in the Plan.

2.    GRANT  OF  OPTIONS.   The Company hereby grants  to  Optionee,  a  Non-
Qualified  Option ("Options") to purchase all or any part of 200,000  Shares,
upon  and  subject  to  the  terms  and conditions  of  the  Plan,  which  is
incorporated in full herein by this reference, and upon the other  terms  and
conditions  set forth herein.  The Option is not intended to  qualify  as  an
"incentive  stock  option" as that term is defined  in  Section  422  of  the
Internal Revenue Code of 1986, as amended from time to time.

3.   OPTION PERIOD/VESTING.

3.1   Subject  to  the  provisions of Section 8, the  Options  shall  be
exercisable to purchase the Vested Shares at any time prior to expiration  of
the  five  (5)  year period commencing upon the Grant Date  (the  "Expiration
Date"), unless earlier terminated pursuant to Section 7.

3.2   Shares of Common Stock underlying this Option shall become "Vested
Shares"  as  follows:  (a) upon execution of this Option,  11,112  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 Option  is

<PAGE>

an  Exhibit (the "Consulting Agreement"), 11,112 shares of Common Stock shall
become Vested Shares on 15th day of each month commencing upon April 15, 2002
for 16 months, and (c) 11,096 shares shall become Vested Shares on August 15,
2003.

4.    METHOD  OF EXERCISE.  The Options shall be exercisable by  Optionee  by
giving  written notice to the Company of the election to purchase and of  the
number  of  Shares Optionee elects to purchase, such notice to be accompanied
by  such  other executed instruments or documents as may be required  by  the
Committee  pursuant to this Agreement, and unless otherwise directed  by  the
Committee,  Optionee shall at the time of such exercise tender  the  purchase
price  of  the  Shares he has elected to purchase.  An Optionee may  purchase
less  than  the  total number of Shares for which the Option is  exercisable,
provided  that a partial exercise of an Option may not be for less  than  One
Hundred (100) Shares.  If Optionee shall not purchase all of the Shares which
he  is  entitled  to purchase under the Options, his right  to  purchase  the
remaining unpurchased Shares shall continue until expiration of the  Options.
The  Options  shall  be exercisable with respect of whole  Shares  only,  and
fractional Share interests shall be disregarded.

5.    AMOUNT OF PURCHASE PRICE.  The purchase price per Share for each  Share
which  Optionee is entitled to purchase under the Options shall be One Dollar
($1.00) per Share.

6.    PAYMENT OF PURCHASE PRICE. The Optionee may pay for the Shares  in  any
one,  or  combination thereof, of the following methods.  The  Company,  upon
receiving  payment, shall make immediate delivery of such  purchased  shares,
fully paid and non-assessable, registered in the name of Optionee.

6.1   Cash  or like consideration. At the time of Optionee's  notice  of
exercise of the Options, Optionee shall exercise the Option by notifying  the
Company of the number of shares that he desires to purchase and by delivering
with  such  notice the cash or a certified bank check payable to the  Company
for the purchase price of the shares being purchased.

6.2   Common Stock. Optionee may make payment in whole or in  part  with
shares  of  Common Stock. If payment is made in Common Stock, Optionee  shall
deliver  to  the Company certificates representing the number  of  shares  of
Common  Stock  in payment for new shares of Common Stock, duly  endorsed  for
transfer  to the Company, together with any written representations  relating
to  title,  liens  and  encumbrances, securities laws, rules  and  regulatory
compliance, or other matters, reasonably requested by the Board of Directors.
For  purposes  of  determining the amount, if  any,  of  the  purchase  price
satisfied  by payment in Common Stock, such Common Stock shall be  valued  at
its  Fair  Market Value on the date of exercise, as determined by taking  the
five (5) day average closing price of the Common Stock as quoted on the OTCBB
or other national exchange.

6.3  Full Recourse Promissory Note. With approval of the Company's board
of directors, Optionee may make payment in whole or in part with a promissory
note  ("Note"),  providing for full recourse against Optionee  upon  default.
The  Note  will  be secured by the underlying shares of Common  Stock  issued
pursuant to the Option and such Note must be reduced from the proceeds of the
first  sale  of Common Stock by Optionee.  The Note shall be payable  over  a
period not exceeding two years at an interest rate of ten (10%) percent.

<PAGE>

6.4  "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, Optionee may, in lieu of the other  payment
methods  set  forth  in  Section  6, when permitted  by  law  and  applicable
regulations  (including Nasdaq and NASD rules), pay the through a  "same  day
sale" commitment from the Optionee (and if applicable a broker-dealer that is
a  member  of  the  National  Association of  Securities  Dealers  (an  "NASD
Dealer")),  whereby the Optionee irrevocably elects to exercise  this  Option
and  to  sell a portion of the shares so purchased to pay the purchase  price
and  the Optionee (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.

7.   REGISTRATION OF SHARES.

     The terms of the Registration Agreement attached hereto as Exhibit A are
hereby incorporated herein.

8.   EFFECT OF TERMINATION OF EMPLOYMENT.

8.1   If an Optionee's employment or other relationship with the Company
or  a  Subsidiary terminates, the effect of the termination on the Optionee's
rights to acquire Shares shall be as follows:

(a)    Termination   by   the  Company  Other   Than   For   Cause.
Notwithstanding Section 3.2 above, if Optionee is terminated by  the  Company
other than for Cause (as defined in the Consulting Agreement), or if Optionee
terminates  his  engagement pursuant to Section 3(a)(iii) of  the  Consulting
Agreement, than:

(1)  the number of shares that are Vested Shares as of the date of
termination  shall  be that number of shares that would  have  become  Vested
Shares  if the Optionee's engagement was terminated one year after the actual
date of termination.

(2)  Optionee's Options shall expire upon the Expiration Date.  Prior to the
Expiration Date, Optionee may exercise his Options, but only with respect  to
the  Vested Shares, taking into account the acceleration provision of Section
8.2(a)(1) and except as so exercised.

(b)    Other   Termination.   If  Optionee's  employment   by,   or
relationship  with,  the  Company or a Subsidiary is  terminated  for  Cause,
Optionee's  Option  shall  expire thirty (30) days  after  such  termination;
however,  the  Committee may waive the expiration of  the  Option  by  giving
written  notice  of such waiver to Optionee.  In the event  of  such  waiver,
Optionee may exercise the Option only to such extent, for such time, and upon
such  terms and conditions as if such Optionee had ceased to be employed  by,
or  ceased to have a relationship with, the Company or a Subsidiary upon  the
date of such termination for a reason other than for cause.

9.   NON-TRANSFERABILITY OF OPTIONS.

     The  Options  shall  not  be  transferable,  either  voluntarily  or  by
operation  of  law,  otherwise  than by will  or  the  laws  of  descent  and
distribution and shall be exercisable during the Optionee's lifetime only  by
Optionee.

<PAGE>

10.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

     As  used herein, the term "Adjustment Event" means an event pursuant  to
which  the  outstanding  Shares of the Company are  increased,  decreased  or
changed  into,  or  exchanged for a different number or  kind  of  shares  or
securities,  without  receipt  of  consideration  by  the  Company,   through
reorganization,  merger,  recapitalization,  reclassification,  stock  split,
reverse stock split, stock dividend, stock consolidation or otherwise.   Upon
the  occurrence  of  an Adjustment Event, (i) appropriate  and  proportionate
adjustments shall be made to the number and kind and exercise price  for  the
shares  subject  to  the  Options, and (ii) appropriate  amendments  to  this
Agreement  shall  be executed by the Company and Optionee  if  the  Committee
determines  that such an amendment is necessary or desirable to reflect  such
adjustments.  If determined by the Committee to be appropriate, in the  event
of  an  Adjustment Event which involves the substitution of securities  of  a
corporation other than the Company, the Committee shall make arrangements for
the  assumptions  by such other corporation of the Options.   Notwithstanding
the  foregoing,  any  such adjustment to the Options shall  be  made  without
change  in the total exercise price applicable to the unexercised portion  of
the Options, but with an appropriate adjustment to the number of shares, kind
of  shares  and  exercise price for each share subject to the  Options.   The
determination  by  the  Committee  as  to  what  adjustments,  amendments  or
arrangements  shall  be  made pursuant to this Section  10,  and  the  extent
thereof, shall be final and conclusive.  No fractional Shares shall be issued
on account of any such adjustment or arrangement.

11.  NO RIGHTS TO CONTINUED EMPLOYMENT OR RELATIONSHIP.

     Nothing contained in this Agreement shall obligate the Company to employ
or have another relationship with Optionee for any period or interfere in any
way  with  the right of the Company to reduce Optionee's compensation  or  to
terminate the employment of or relationship with Optionee at any time.

12.  TIME OF GRANTING OPTIONS.

     The time the Options shall be deemed granted shall be the Grant Date.

13.  PRIVILEGES OF STOCK OWNERSHIP.

     Optionee  shall not be entitled to the privileges of stock ownership  as
to any Shares not actually issued and delivered to Optionee.  No Shares shall
be  purchased  upon  the exercise of any Options unless  and  until,  in  the
opinion  of  the Company's counsel, any then applicable requirements  of  any
laws, or governmental or regulatory agencies having jurisdiction, and of  any
exchanges  upon which the stock of the Company may be listed shall have  been
fully complied with.

14.  SECURITIES LAWS COMPLIANCE.

<PAGE>

     The  Company  will  diligently endeavor to comply  with  all  applicable
securities laws before any stock is issued pursuant to the Options.   Without
limiting  the generality of the foregoing, the Company may require  from  the
Optionee such investment representation or such agreement, if any, as counsel
for the Company may consider necessary in order to comply with the Securities
Act  of 1933 as then in effect, and may require that the Optionee agree  that
any  sale  of the Shares will be made only in such manner as is permitted  by
the  Committee.   The  Committee  may in  its  discretion  cause  the  Shares
underlying the Options to be registered under the Securities Act of  1933  as
amended by filing a Form S-8 Registration Statement covering the Options  and
the Shares underlying the Options.  Optionee shall take any action reasonably
requested by the Company in connection with registration or qualification  of
the Shares under federal or state securities laws.

15.  PLAN CONTROLS.

     The  Options shall be subject to and governed by the provisions  of  the
Plan.   All  determinations and interpretations  of  the  Plan  made  by  the
Committee shall be final and conclusive.

16.  SHARES SUBJECT TO LEGEND.

     The  certificates  evidencing  such  shares  shall  bear  the  following
restrictive  legend,  unless and until such shares have  been  registered  in
accordance  with  the Securities and Exchange Act of 1933,  as  amended  (the
"Act"):

THE  SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER  THE SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT"), OR THE SECURITIES
LAWS  OF  ANY OTHER JURISDICTION, AND MAY NOT BE SOLD, TRANSFERRED,  PLEDGED,
HYPOTHECATED,  OR  OTHERWISE  DISPOSED OF  IN  ANY  MANNER  UNLESS  THEY  ARE
REGISTERED  UNDER  SUCH  ACT  AND  THE  SECURITIES  LAWS  OR  ANY  APPLICABLE
JURISDICTIONS OR UNLESS PURSUANT TO ANY EXEMPTION THEREFROM.

17.  COMPLIANCE WITH APPLICABLE LAWS.

     THE  CORPORATION'S OBLIGATION TO ISSUE SHARES OF ITS COMMON  STOCK  UPON
EXERCISE OF THE OPTIONS IS EXPRESSLY CONDITIONED UPON THE COMPLETION  BY  THE
CORPORATION  OF ANY REGISTRATION OR OTHER QUALIFICATION OF SUCH SHARES  UNDER
ANY  STATE  AND/OR FEDERAL LAW OR RULINGS OR REGULATIONS OF ANY  GOVERNMENTAL
REGULATORY  BODY, OR THE MAKING OF SUCH INVESTMENT REPRESENTATIONS  OR  OTHER
REPRESENTATIONS  AND UNDERTAKINGS BY THE OPTIONEE OR ANY PERSON  ENTITLED  TO
EXERCISE THE OPTION IN ORDER TO COMPLY WITH THE REQUIREMENTS OF ANY EXEMPTION
FROM  ANY  SUCH REGISTRATION OR OTHER QUALIFICATION OF SUCH SHARES WHICH  THE
COMMITTEE  SHALL, IN ITS SOLE DISCRETION, DEEM NECESSARY OR ADVISABLE.   SUCH

<PAGE>

REQUIRED  REPRESENTATIONS  AND UNDERTAKINGS MAY INCLUDE  REPRESENTATIONS  AND
AGREEMENTS  THAT THE OPTIONEE OR ANY PERSON ENTITLED TO EXERCISE  THE  OPTION
(i)  IS  NOT PURCHASING SUCH SHARES FOR DISTRIBUTION AND (ii) AGREES TO  HAVE
PLACED  UPON THE FACE AND REVERSE OF ANY CERTIFICATES A LEGEND SETTING  FORTH
ANY  REPRESENTATIONS AND UNDERTAKINGS WHICH HAVE BEEN GIVEN TO THE  COMMITTEE
OR A REFERENCE THERETO.


18.  MISCELLANEOUS.

18.1  Further Acts.  Each party agrees to perform any further  acts  and
execute  and  deliver any documents which may be necessary to carry  out  the
provisions of this Agreement.

18.2  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.

18.3  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.

18.4  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.

18.5  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 Optionee:     Michael H. Davidson, M.D.
                    140 Belle Avenue
                    Highland Park, Ill.  60035

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

18.6  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>

18.7  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.

18.8  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 have entered into this Agreement  as
of the date first set forth above.

                         "COMPANY"

                         VITAL LIVING, INC.,
                         a Nevada corporation



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


                         "OPTIONEE"



                         /S/Michael Davidson
                         Michael Davidson M.D.

<PAGE>


                             EXHIBIT A TO OPTION

1.   DEFINITIONS.

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

(a)  Effective Date.  The term "Effective Date" shall mean the Grant Date of
the Option.

(b)  Holder.  The term "Holder" shall mean the Optionee.

(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
Option  and  (2)  any  shares of Common Stock of the Company  issued  as  (or
issuable  upon  the  conversion or exercise of any  option,  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  Option or pursuant to conversion of securities issuable pursuant  to  an
exercise of the Option.

(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 Optionee shall have the right to demand that the Company  satisfy
its  obligations pursuant to this Section 3 by use of the SEC's Form S-8,  or

<PAGE>

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
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.

<PAGE>

(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:

(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

<PAGE>

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
person,  underwriter  or other such Holder, partner or director,  officer  or
controlling  person  of  such  other Holder  may  become  subject  under  the

<PAGE>

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  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
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

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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.


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