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Exhibit 4.6  


SERIES F WARRANT  


NEITHER THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE
UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES, WHICH COUNSEL AND OPINION
ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, INCLUDING RULE 144, OR APPLICABLE STATE SECURITIES LAWS.


        THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN  


  
 

    VITAL LIVING, INC.    
    
    Series F Redeemable Warrant for the Purchase
  of
  125,000 Shares of Common Stock, Par Value $.001    
    


        April 9, 2003



        THIS CERTIFIES that, for value received, Xu Hao, together with all permitted assigns, the "Holder") is entitled to subscribe for, and
purchase from, VITAL LIVING, INC., a Nevada corporation (the "Company"), upon the terms and conditions set forth herein, at any time or from time
to time during the period commencing on the date immediately following the date first set forth above (the "Initial Exercise Date") and terminating at 5:00 p.m., April 9, 2008, New York
City local time, on the fifth anniversary of the Initial Closing Date (as such term is defined in the Confidential Private Placement Memorandum) (the "Exercise Period"), 125,000 shares of Common
Stock, exercisable at an exercise price per share equal to $1.00 (the "Series F Warrant Price")); provided, however, that upon the occurrence of any of the events specified in  Section 5 hereof,
 the rights granted by this Warrant, including the number of shares of Common Stock to be received upon such exercise, shall be
adjusted as therein specified. Each share of Common Stock issuable upon the exercise hereof shall be hereinafter referred to as a "Warrant Share." 


        Section 1    Exercise of Warrant.    


        This
Warrant may be exercised during the Exercise Period, either in whole or in part, by notice given by facsimile or email, followed by the (i) the payment of the exercise price,
which may be effected by wire transfer or bank cashier's check payable to the order of the Company in an amount equal to the product of the Series F Warrant Exercise Price and the number of
Series F Warrant Shares for which this Series F Warrant is being exercised and (ii) the manual surrender of this Warrant (with the election at the end hereof duly executed), to
the Company at its office at 5080 N. 40th Street, Suite 105, Phoenix, Arizona 85018-2147, or at such other place as is designated in writing by the Company, together with a certified
check. 


        Section 2    Rights Upon Exercise; Delivery of Securities.    



        Upon
each exercise of the Holder's rights to purchase Series F Warrant Shares, the Holder shall be deemed to be the holder of record of the Series F Warrant Shares,
notwithstanding that the transfer 


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books
of the Company shall then be closed or certificates representing the Series F Warrant Shares with respect to which this Warrant was exercised shall not then have been actually delivered
to the Holder. As soon as practicable after each such exercise of this Warrant, but in no event later than 5 Business Days after the exercise of this Warrant, the Company shall issue and deliver to
the Holder a certificate or certificates representing the Series F Warrant Shares issuable upon such exercise, registered in the name of the Holder or its designee. For purposes of this
agreement, term Business Day shall mean any day that banks are open in New York City. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a Warrant evidencing the right of the Holder to purchase the balance of the aggregate number of Series F Warrant Shares purchasable hereunder as to which this
Warrant has not been exercised or assigned. 


        Section 3    Registration of Transfer and Exchange.    



        Any
Warrants issued upon the transfer or exercise in part of this Warrant shall be numbered and shall be registered in a warrant register (the "Warrant Register") as they are issued. The
Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes, and shall not be bound to recognize any equitable or
other claim to, or interest in, such Warrant on the part of any other person, and shall not be liable for any registration or transfer of Warrants which are registered or to be registered in the name
of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration of transfer, or with the
knowledge of such facts that its participation therein amounts to bad faith. This Warrant shall be transferable on the books of the Company only upon delivery thereof duly endorsed by the Holder or by
his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment, or authority to transfer. In all cases of transfer by an attorney, executor, administrator,
guardian, or other legal representative, duly authenticated evidence of his, her, or its authority shall be produced. Upon any registration of transfer, the Company shall deliver a new Warrant or
Warrants to the person entitled thereto. This Warrant may be exchanged, at the option of the Holder thereof, for another Warrant, or other Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of Series F Warrant Shares (or portions thereof), upon surrender to the Company or its duly authorized agent. Notwithstanding
the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person if, in the opinion of counsel to the Company, such transfer does not comply with the
provisions of the Securities Act and the rules and regulations thereunder. 


        Section 4    Reservation of Shares.    


        The
Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for the purpose of providing for the exercise of this Warrant, such
number of shares of Common Stock as shall, from time to time, be sufficient therefor. The Company represents that all shares of Common Stock issuable upon exercise of this Warrant are duly authorized
and, upon receipt by the Company of the full payment for such Series F Warrant Shares, will be validly issued, fully paid, and nonassessable, without any personal liability attaching to the
ownership thereof and will not be issued in violation of any preemptive or similar rights of shareholders. 


        Section 5    Antidilution.    



        (a)   In
the event that the Company shall at any time after the Initial Exercise Date: (i) declare a dividend or make a distribution on the outstanding Common Stock
payable in shares of its capital stock,(ii) subdivide the outstanding Common Stock into a greater number of shares of Common Stock, (iii) combine the outstanding Common Stock into a
smaller number of shares, or (iv) issue any shares of its capital stock by reclassification of the Common Stock (including any such reclassification in connection with a consolidation or merger
in which the Company is the continuing corporation), then, 


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in
each case, the Series D Exercise Price in effect at the time of the record date for the determination of shareholders entitled to receive such dividend or distribution or of the effective
date of such subdivision, combination, or reclassification shall be adjusted so that it shall equal the price determined by multiplying such Series D Exercise Price by a fraction, the numerator
of which shall be the number of shares of Common Stock outstanding immediately prior to such action, and the denominator of which shall be the number of shares of Common Stock outstanding after giving
effect to such action. Such adjustment shall be made successively whenever any event listed above shall occur and shall become effective at the close of business on such record date or at the close of
business on the date immediately preceding such effective date, as applicable. 


        (b)   All
calculations under this Section 5 shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be. 


        (c)   In
any case in which this Section 5 shall require that an adjustment in the number of Series F Warrant
Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant
after such record date, the Series F Warrant Shares, if any, issuable upon such exercise over and above the number of Series F Warrant Shares issuable upon such exercise on the basis of
the number of shares of Common Stock in effect prior to such adjustment; provided, however, that the Company shall deliver to the Holder a due bill or other appropriate instrument evidencing the
Holder's right to receive such additional shares of Common Stock upon the occurrence of the event requiring such adjustment. 


        (d)   Whenever
there shall be an adjustment as provided in this Section 5, the Company shall within fifteen
(15) days thereafter cause written notice thereof to be sent by registered mail, postage prepaid, to the Holder, at its address as it shall appear in the Warrant Register, which notice shall be
accompanied by an officer's certificate setting forth the number of Series F Warrant Shares issuable and the Series D Exercise Price thereof after such adjustment and setting forth a
brief statement of the facts requiring such adjustment and the computation thereof, which officer's certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest
error. 


        (e)   The
Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant. If any fraction
of a share of Common Stock would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall purchase such fraction for an amount in cash equal to the same fraction
of the average closing sale price (or average of the closing bid and asked prices, if closing sale price is not available) of Common Stock for the ten (10) trading days ending on and including
the date of exercise of this Warrant. 


        (f)    No
adjustment in the Series F Exercise Price shall be required if such adjustment is less than Five Cents ($.05); provided, however, that any adjustments which by
reason of this Section 5 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. 


        (g)   Upon
each adjustment of the Series F Exercise Price pursuant to Section 5 (a), the number of shares of
Common Stock purchasable upon exercise of this Warrant shall be adjusted to the number of shares of Common Stock, calculated to the nearest one hundredth of a share, obtained by multiplying the number
of shares of Common Stock purchasable immediately prior to such adjustment upon the exercise of this Warrant Certificate by the Series D Exercise Price in effect prior to such adjustment and
dividing the product so obtained by the new Series D Exercise Price. 


        Section 6    Reclassification; Reorganization; Merger.    


        (a)   In
case of any capital reorganization, other than in the cases referred to in Section 5(a) hereof, or the
consolidation or merger of the Company with or into another corporation (other than a merger or consolidation in which the Company is the continuing corporation and which does not result 


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in
any reclassification of the outstanding shares of Common Stock or the conversion of such outstanding shares of Common Stock into shares of other stock or other securities or property), or in the
case of any sale, lease, or conveyance to another corporation of the property and assets of any nature of the Company as an entirety or substantially as an entirety (such actions being hereinafter
collectively referred to as "Reorganizations"), there shall thereafter be deliverable upon exercise of this Warrant (in lieu of the number of Series F Warrant Shares theretofore deliverable)
the number of shares of stock or other securities or property to which a holder of the respective number of Series F Warrant Shares which would otherwise have been deliverable upon the exercise
of this Warrant would have been entitled upon such Reorganization if this Warrant had been exercised in full immediately prior to such Reorganization. In case of any Reorganization, appropriate
adjustment, as determined in good faith by the Board of Directors of the Company, shall be made in the application of the provisions herein set forth with respect to the rights and interests of the
Holder so that the provisions set forth herein shall thereafter be applicable, as nearly as possible, in relation to any shares or other property thereafter deliverable upon exercise of this Warrant.
Any such adjustment shall be made by, and set forth in, a supplemental agreement between the Company, or any successor thereto, and the Holder, with respect to this Warrant, and shall for all purposes
hereof conclusively be deemed to be an appropriate adjustment. The Company shall not effect any such Reorganization unless, upon or prior to the consummation thereof, the successor corporation, or if
the Company shall be the surviving corporation in any such Reorganization and is not the issuer of the shares of stock or other securities or property to be delivered to holders of shares of the
Common Stock outstanding at the effective time thereof, then such issuer, shall assume by written instrument the obligation to deliver to the Holder such shares of stock, securities, cash, or other
property as such Holder shall be entitled to purchase in accordance with the foregoing provisions. In the event of sale, lease, or conveyance or other transfer of all or substantially all of the
assets of the Company as part of a plan for liquidation of the Company, all rights to exercise this Warrant shall terminate thirty (30) days after the Company gives written notice to the Holder
that such sale or conveyance or other transfer has been consummated. 


        (b)   In
case of any reclassification or change of the shares of Common Stock issuable upon exercise of this Warrant (other than a change in par value or from a specified par
value to no par value, or as a result of a subdivision or combination, but including any change in the shares into two or more classes or series of shares), or in case of any consolidation or merger
of another corporation into the Company in which the Company is the continuing corporation and in which there is a reclassification or change (including a change to the right to receive cash or other
property) of the shares of Common Stock (other than a change in par value, or from no par value to a specified par value, or as a result of a subdivision or combination, but including any change in
the shares into two or more classes or series of shares), the Holder of this Warrant shall have the right thereafter to receive upon exercise of this Warrant solely the kind and amount of shares of
stock and other securities, property, cash, or any combination thereof receivable upon such reclassification, change, consolidation, or merger. Thereafter, appropriate provision shall be made for
adjustments which shall be as nearly equivalent as practicable to the adjustments in Section 5. 


        (c)   The
above provisions of this Section 6 shall similarly apply to successive reclassifications and changes of shares
of Common Stock and to successive consolidations, mergers, sales, leases, or conveyances. 


        Section 7    Notice of Certain Events.    


        In
case at any time the Company shall propose: 



        (a)   to
pay any dividend or make any distribution on shares of Common Stock in shares of Common Stock or make any other distribution (other than regularly scheduled cash
dividends which are not in a greater amount per share than the most recent such cash dividend) to all holders of Common Stock; or 



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        (b)   to
issue any rights, warrants, or other securities to all holders of Common Stock entitling them to purchase any additional shares of Common Stock or any other rights,
warrants, or other securities; or 


        (c)   to
effect any reclassification or change of outstanding shares of Common Stock or any consolidation, merger, sale, lease, or conveyance of property, as described in  Section 6; or 


        (d)   to
effect any liquidation, dissolution, or winding-up of the Company; or 


        (e)   to
take any other action which would cause an adjustment to the Series D Exercise Price; 




then,
and in any one or more of such cases, the Company shall give written notice thereof by registered mail, postage prepaid, to the Holder at the Holder's address as it shall appear in the Warrant
Register, mailed at least fifteen (15) days prior to: (1) the date as of which the holders of record of shares of Common Stock to be entitled to receive any such dividend,
distribution, rights, warrants, or other securities are to be determined, (2) the date on which any such reclassification, change of outstanding shares of Common Stock, consolidation, merger,
sale, lease, conveyance of property, liquidation, dissolution, or winding-up is expected to become effective and the date as of which it is expected that holders of record of shares of
Common Stock shall be entitled to exchange their shares for securities or other property, if any, deliverable upon such reclassification, change of outstanding shares, consolidation, merger, sale,
lease, conveyance of property, liquidation, dissolution, or winding-up, or (3) the date of such action which would require an adjustment to the Series D Exercise Price. 


        Section 8    Charges and Taxes.    


        The
issuance of any shares or other securities upon the exercise of this Warrant and the delivery of certificates or other instruments representing such shares or other securities shall
be made without charge to the Holder for any tax or other charge in respect of such issuance. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of any certificate in a name other than that of the Holder and the Company shall not be required to issue or deliver any such certificate unless and until the person
or persons requesting the issue thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid. 


        Section 9    Legend.    



        Until
sold pursuant to the provisions of Rule 144 or an effective registration statement, the Series F Warrant Shares issued on exercise of this Warrant shall be subject to
a stop transfer order and the certificate or certificates representing the Series F Warrant Shares shall bear the following legend: 



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE
OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THE SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES
LAWS.



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        Section 10    Loss; Theft; Destruction; Mutilation.    


        Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant (and upon surrender of this Warrant if mutilated), and upon receipt by
the Company of reasonably satisfactory indemnification, the Company shall execute and deliver to the Holder thereof a new Warrant of like date, tenor, and denomination. 



        Section 11    Shareholder Rights.    


        The
Holder of this Warrant shall not have, solely on account of such status, any rights of a shareholder of the Company, either at law or in equity, or to any notice of meetings of
shareholders or of any other proceedings of the Company, except as provided in this Warrant. 


        Section 12    Governing Law.    



        This
Warrant shall be construed in accordance with the laws of the State of New York applicable to contracts made and performed within such State, without regard to principles of
conflicts of law. 


        IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first above written. 



	 	 	Vital Living, Inc.
	

 	
 	

By:	

 
	 	 	 	
 Stuart A. Benson

Executive Vice President
	

 Stuart A. Benson

Secretary	
 	

 	

 




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FORM OF ASSIGNMENT  


(To
be executed by the registered holder if such holder desires to transfer the attached Warrant.) 


        FOR
VALUE RECEIVED,                        hereby sells, assigns, and transfers
unto                        a Warrant to
purchase                        shares of Common Stock, par value $.001, of Vital
Living, Inc., a Nevada corporation (the "Company"), and does hereby irrevocably constitute and
appoint                        attorney to transfer such Warrant on the books of the Company, with full
power of substitution. 



	Dated:	 	 	 	 
	

 	
 	

Signature	
 	

 
	 	 	 	 	





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NOTICE  


        The signature on the foregoing Assignment must correspond to the name as written upon the face of this Warrant. 


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ELECTION TO EXERCISE  



	To:	 	Vital Living, Inc.

5080 N. 40th Street, Suite 105

Phoenix, Arizona 85018-2147





        The
undersigned hereby exercises his, her, or its rights to purchase shares of Common Stock, par value $.001 ("the Common Stock"), of Vital Living, Inc., a Nevada corporation (the
"Company"), covered by the within Warrant and tenders payment herewith in the amount of [            ] Dollars ($    ) in accordance with the terms thereof, and
requests that certificates for the securities constituting such shares of Common Stock be issued in the name of, and delivered to: 



      



      



(Print
Name, Address, and Social Security or Tax Identification Number) 


and,
if such number of shares of Common Stock shall not constitute all such shares of Common Stock covered by the within Warrant, that a new Warrant for the balance of the shares of Common Stock
covered by the within Warrant shall be registered in the name of, and delivered to, the undersigned at the address stated below. 



	Dated:	 	 	 	Name	 	 
	 	 	
	 	 	 	

	 	 	 	 	(Print)
	

Address:	
 	

 	
 	

 
	

    	
 	

 	
 	

 	
 	

 
	

 	
 	

 	
 	

 (Signature)




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VITAL LIVING, INC. Series F Redeemable Warrant for the Purchase of 125,000 Shares of Common Stock, Par Value $.001