THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN

THIS WARRANT EXCEPT AS HEREIN PROVIDED.  


 VOID AFTER 5:00 P.M. EASTERN TIME, APRIL 18, 2009  


 WARRANT  


 For the Purchase of  


 100,000 Shares of Common Stock  


 of  


 VITAL LIVING, INC.  


	1.
	Warrant.



        THIS
CERTIFIES THAT, in consideration of good and valuable consideration, duly paid by or on behalf of Nest Ventures, LLC ("Holder"), as registered owner of this Warrant, to Vital
Living, Inc. ("Company"), Holder is entitled, at any time or from time to time on or after April 19, 2004 ("Commencement Date"), and at or before 5:00 p.m., Eastern Time on
April 18, 2009 ("Expiration Date"), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to 100,000 shares of Common Stock of the Company ("Common Stock") at an
exercise price of $0.89 per share. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Warrant may be exercised on the next succeeding day which is
not such a day in accordance with the terms herein. During the period ending on the Expiration Date, subject to the provisions hereof, the Company agrees not to take any action that would terminate
the Warrant. This Warrant is initially exercisable at the above stated prices per share of Common Stock purchased; provided, however, that upon the occurrence of any of the events specified in
Section 6 hereof, the rights granted by this Warrant, including the exercise prices and the number of shares of Common Stock to be received upon such exercise, shall be adjusted as therein
specified. The term "Exercise Price" shall mean the either collectively or singly, as the context requires, the initial exercise prices stated above or the adjusted exercise prices, also depending on
the context, of a share of Common Stock. The term "Securities" shall mean the shares of Common Stock issuable upon exercise of this Warrant. 


	2.
	Exercise.



        2.1   Exercise Form. In order to exercise this Warrant, the exercise form attached hereto must be duly executed and completed
and delivered to the Company, together with this Warrant and payment of the Exercise Price for the Securities being purchased. If the subscription rights represented hereby shall not be exercised at
or before 5:00 p.m., Eastern time, on the Expiration Date, this Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire. 


        2.2   Legend. Each certificate for Securities purchased under this Warrant shall bear a legend as follows, unless such
Securities have been registered under the Securities Act of 1933, as amended ("Act"): 



"The
securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act") or applicable state law. The securities may not be offered for sale, sold
or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law." 




        2.3   Conversion Right.


        2.3.1 Determination of Amount. In lieu of the payment of the Exercise Price in cash, the Holder shall have the right (but not
the obligation) to convert this Warrant, in whole or in part, into Common Stock ("Conversion Right"), as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder
(without payment by the Holder of any of the Exercise Price) that number of shares of Common Stock equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion
of the Warrant being converted at the time the Conversion Right is exercised by (y) the Market Price. The "Value" of the portion of the Warrant being converted shall equal the remainder derived
from subtracting (a) the Exercise Price multiplied by the number of shares of Common Stock being converted from (b) the Market Price of the Common Stock multiplied by the number of
shares 







 

of
Common Stock being converted. As used herein, the term "Market Price" at any date shall be deemed to be the last reported sale price of the Common Stock on such date, or, in case no such reported
sale takes place on such day, the average of the last reported sale prices for the immediately preceding three trading days, in either case as officially reported by the principal securities exchange
on which the Common Stock is listed or admitted to trading, or, if the Common Stock is not listed or admitted to trading on any national securities exchange or if any such exchange on which the Common
Stock is listed is not its principal trading market, the last reported sale price as furnished by the National Association of Securities Dealers, Inc. ("NASD") through the Nasdaq National
Market or SmallCap Market, or, if applicable, the OTC Bulletin Board, or if the Common Stock is not listed or admitted to trading on any of the foregoing markets, or similar organization, as
determined in good faith by resolution of the Board of Directors of the Company, based on the best information available to it. 



        2.3.2 Exercise of Conversion Right. The Conversion Right may be exercised by the Holder on any business day on or after the
Commencement Date and not later than the Expiration Date by delivering the Warrant with a duly executed exercise form attached hereto with the conversion section completed to the Company, exercising
the Conversion Right and specifying the total number of shares of Common Stock the Holder will purchase pursuant to such conversion. 


	3.
	Transfer.



        3.1   General Restrictions. The registered Holder of this Warrant, by its acceptance hereof, agrees that it will not sell,
transfer or assign or hypothecate this Warrant to anyone except upon compliance with, or pursuant to exemptions from, applicable securities laws. In order to make any permitted assignment, the Holder
must deliver to the Company the assignment form attached hereto duly executed and completed, together with this Warrant and payment of all transfer taxes, if any, payable in connection therewith. The
Company shall immediately transfer this Warrant on the books of the Company and shall execute and deliver a new Warrant or Warrants of like tenor to the appropriate assignee(s) expressly evidencing
the right to purchase the aggregate number of shares of Common Stock purchasable hereunder or such portion of such number as shall be contemplated by any such assignment. 



        3.2   Restrictions Imposed by the Securities Act. This Warrant and the Securities underlying this Warrant shall not be
transferred unless and until (i) the Company has received the opinion of counsel for the Holder that such securities may be sold pursuant to an exemption from registration under the Act, and
applicable state law, the availability of which is established to the reasonable satisfaction of the Company, or (ii) a registration statement relating to such Securities has been filed by the
Company and declared effective by the Securities and Exchange Commission and compliance with applicable state law. 


	4.
	New Warrants to be Issued.




        4.1   Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Warrant may be exercised or
assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Warrant for cancellation, together with the duly executed exercise or assignment
form and funds (or conversion equivalent) sufficient to pay any Exercise Price and/or transfer tax, the Company shall cause to be delivered to the Holder without charge a new Warrant of like tenor to
this Warrant in the name of the Holder evidencing the right of the Holder to purchase the aggregate number of shares of Common Stock and Warrants purchasable hereunder as to which this Warrant has not
been exercised or assigned. 


        4.2   Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant and of reasonably satisfactory indemnification, the Company shall execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and 


2







 



delivered
as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company. 


	5.
	Registration Rights.



        5.1   "Piggy-Back" Registration.


        5.1.1 Grant of Right. The Holder of this Warrant shall have the right for a period of five years from the Commencement Date
to include all or any part of this Warrant and the shares of Common Stock underlying this Warrant (collectively, the "Registrable Securities") as part of any registration of securities filed by the
Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or any equivalent form); provided, however,
that if, in the written opinion of the Company's managing underwriter or underwriters, if any, for such offering (the "Underwriter"), the inclusion of the Registrable Securities, when added to the
securities being registered by the Company or the selling stockholder(s), will exceed the maximum amount of the Company's securities which can be marketed (i) at a price reasonably related to
their then current market value, or (ii) without materially and adversely affecting the entire offering, the Company shall nevertheless register all or any portion of the Registrable Securities
required to be so registered but such Registrable Securities shall not be sold by the Holders until 75 days after the registration statement for such offering has become effective; and provided
further that, if any securities are registered for sale on behalf of other stockholders in such offering and such stockholders have not agreed to defer such sale until the expiration of such
75 day period, the number of securities to be sold by all stockholders in such public offering during such 75 day period shall be apportioned pro
rataamong all such selling stockholders, including all holders of the Registrable Securities, according to the total amount of securities of the Company proposed to be sold by
said selling stockholders, including all holders of the Registrable Securities. 


        5.1.2 Terms. The Company shall bear all fees and expenses attendant to registering the Registrable Securities, including any
filing fees payable to the National Association of Securities Dealers, Inc., but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the
Holders to represent them in connection with the sale of the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable
Securities with not less than thirty days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each
registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable Securities shall exercise the
"piggy-back" rights provided for herein by giving written notice, within twenty days of the receipt of the Company's notice of its intention to file a registration statement. The
Company shall cause any registration statement filed pursuant to the above "piggyback" rights to remain effective until all Registrable Securities thereunder have been sold, or are freely saleable,
without restriction, under an exemption from the registration requirements. Nothing contained in this Warrant shall be construed as requiring any Holder to exercise this Warrant or any part thereof
prior to the initial filing of any registration statement or the effectiveness thereof. 


        5.2   General Terms


        5.2.1 Indemnification.


        (a)   The
Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and any underwriter or person deemed
to be an underwriter under the Act and each person, if any, who controls such Holders or underwriters or persons deemed to be underwriters within the meaning of Section 15 of the Act or
Section 20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other
expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under 


3







 



the
Act, the Exchange Act or otherwise, arising from such registration statement. The Holder(s) of the Registrable Securities to be sold pursuant to such registration statement, and their successors
and assigns, shall severally, and not jointly, indemnify the Company, against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably
incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or
on behalf of such Holders, in writing, for specific inclusion in such registration statement. 


        (b)   If
any action is brought against a party hereto, ("Indemnified Party") in respect of which indemnity may be sought against the other party ("Indemnifying Party"), such
Indemnified Party shall promptly notify Indemnifying Party in writing of the institution of such action and Indemnifying Party shall assume the defense of such action, including the employment and
fees of counsel reasonably satisfactory to the Indemnified Party. Such Indemnified Party shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party unless (i) the employment of such counsel shall have been authorized in writing by Indemnifying Party in connection with the defense of
such action, or (ii) Indemnifying Party shall not have employed counsel to defend such action, or (iii) such Indemnified Party shall have been advised by counsel that there may be one or
more legal defenses available to it which may result in a conflict between the Indemnified Party and Indemnifying Party (in which case Indemnifying Party shall not have the right to direct the defense
of such action on behalf of the Indemnified Party), in any of which events, the reasonable fees and expenses of not more than one additional firm of attorneys designated in writing by the Indemnified
Party shall be borne by Indemnifying Party. Notwithstanding anything to the contrary contained herein, if Indemnified Party shall assume the defense of such action as provided above, Indemnifying
Party shall not be liable for any settlement of any such action effected without its written consent. 


        (c)   If
the indemnification or reimbursement provided for hereunder is finally judicially determined by a court of competent jurisdiction to be unavailable to an Indemnified
Party (other than as a consequence of a final judicial determination of willful misconduct, bad faith or gross negligence of such Indemnified Party), then Indemnifying Party agrees, in lieu of
indemnifying such Indemnified Party, to contribute to the amount paid or payable by such Indemnified Party (i) in such proportion as is appropriate to reflect the relative benefits received, or
sought to be received, by Indemnifying Party on the one hand and by such Indemnified Party on the other or (ii) if (but only if) the allocation provided in clause (i) of this sentence is
not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (i) but also the relative fault of Indemnifying Party
and of such Indemnified Party; provided, however, that in no event shall the aggregate amount contributed by a Holder exceed the profit, if any, earned
by such Holder as a result of the exercise by him of the Warrants and the sale by him of the underlying shares of Common Stock. 



        (d)   The
rights accorded to Indemnified Parties hereunder shall be in addition to any rights that any Indemnified Party may have at common law, by separate agreement or
otherwise. 


        5.2.2 Exercise of Warrants. Nothing contained in this Warrant shall be construed as requiring the Holder(s) to exercise their
Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof. 


        5.2.3 Documents Delivered to Holders. The Company shall furnish to each Holder participating in any of the foregoing
offerings and to each Underwriter of any such offering, if any, a signed counterpart, addressed to such Holder or Underwriter, of (i) an opinion of counsel to the Company, dated the effective
date of such registration statement (and, if such registration includes an underwritten public offering, an opinion dated the date of the closing under any underwriting agreement related thereto), and
(ii) a "cold comfort" letter dated the effective date of such registration statement (and, if such registration includes an underwritten public offering, a letter dated the date of 


4







 



the
closing under the underwriting agreement) signed by the independent public accountants who have issued a report on the Company's financial statements included in such registration statement, in
each case covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of such accountants' letter, with respect to events
subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' letters delivered to underwriters in underwritten public offerings
of securities. The Company shall also deliver promptly to each Holder participating in the offering requesting the correspondence and memoranda described below and to the managing underwriter copies
of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to discussions with the Commission or its staff with respect to the registration
statement and permit each Holder and underwriter to do such investigation, upon reasonable advance notice, with respect to information contained in or omitted from the registration statement as it
deems reasonably necessary to comply with applicable securities laws or rules of the NASD. Such investigation shall include access to books, records and properties and opportunities to discuss the
business of the Company with its officers and independent auditors, all to such reasonable extent and at such reasonable times and as often as any such Holder shall reasonably request. 


	6.
	Adjustments



        6.1   Adjustments to Exercise Price and Number of Securities. The Exercise Price and the number of shares of Common Stock
underlying this Warrant shall be subject to adjustment from time to time as hereinafter set forth: 


        6.1.1 Stock Dividends—Recapitalization, Reclassification, Split-Ups. If, after the date hereof, and
subject to the provisions of Section 6.2 below, the number of outstanding shares of Common Stock is increased by a stock dividend on the Common Stock payable in shares of Common Stock or by a
split-up, recapitalization or reclassification of shares of Common Stock or other similar event, then, on the effective date thereof, the number of shares of Common Stock issuable on
exercise of this Warrant shall be increased in proportion to such increase in outstanding shares. 


        6.1.2 Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 6.3, the number of
outstanding shares of Common Stock is decreased by a consolidation, combination or reclassification of shares of Common Stock or other similar event, then, upon the effective date thereof, the number
of shares of Common Stock issuable on exercise of this Warrant shall be decreased in proportion to such decrease in outstanding shares. 



        6.1.3 Adjustments in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of this
Warrant is adjusted, as provided in this Section 6.1, the Exercise Price shall be adjusted (to the nearest cent) by multiplying such Exercise Price immediately prior to such adjustment by a
fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise of this Warrant immediately prior to such adjustment, and (y) the
denominator of which shall be the number of shares of Common Stock so purchasable immediately thereafter. 


        6.1.4 Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the
outstanding shares of Common Stock other than a change covered by Section 6.1.1 hereof or which solely affects the par value of such shares of Common Stock, or in the case of any merger or
consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification
or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially
as an entirety in connection with which the Company is dissolved, the Holder of this Warrant shall have the right thereafter (until the expiration of the right of exercise of this Warrant) to receive
upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including 


5







 



cash)
receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or other transfer, by a Holder of the number of shares of Common
Stock of the Company obtainable upon exercise of this Warrant immediately prior to such event; and if any reclassification also results in a change in shares of Common Stock covered by Sections 6.1.1
or 6.1.2, then such adjustment shall be made pursuant to Sections 6.1.1, 6.1.2, 6.1.3 and this Section 6.1.4. The provisions of this Section 6.1.4 shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. 


        6.1.5 Changes in Form of Warrant. This form of Warrant need not be changed because of any change pursuant to this Section,
and Warrants issued after such change may state the same Exercise Price and the same number of shares of Common Stock and Warrants as are stated in the Warrants initially issued pursuant to this
Agreement. The acceptance by any Holder of the issuance of new Warrants reflecting a required or permissive change shall not be deemed to waive any rights to a prior adjustment or the computation
thereof. 


        6.2   Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of
shares of Common Stock upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all
fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of shares of Common Stock or other securities, properties or rights. 


7.    Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely
for the purpose of issuance upon exercise of this Warrant, such number of shares of Common Stock or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of the Warrants and payment of the Exercise Price therefor, all shares of Common Stock and other securities issuable upon such exercise shall be duly and
validly issued, fully paid and non-assessable and not subject to preemptive rights of any stockholder. As long as the Warrants shall be outstanding, the Company shall use its best efforts
to cause all shares of Common Stock issuable upon exercise of the Warrants to be listed (subject to official notice of issuance) on all securities exchanges (or, if applicable on Nasdaq) on which the
Common Stock is then listed and/or quoted. 


	8.
	Certain Notice Requirements.



        8.1   Holder's Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or
consent or to receive notice as a stockholder for the election of directors or any other matter, or as having any rights whatsoever as a stockholder of the Company. If, however, at any time prior to
the expiration of the Warrants and their exercise, any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such
event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the stockholders entitled to such dividend, distribution,
conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date
of the closing of the transfer books, as the case may be. 


        8.2   Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or
more of the following events: (i) if the Company shall take a record of the holders of its shares of Common Stock for the purpose of entitling them to receive a dividend or distribution, or
(ii) the Company shall offer to all the holders of its Common Stock any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital
stock of the Company, or any Warrant, right or Warrant to subscribe therefor, or (iii) a merger or reorganization in which the Company is not the surviving party, or (iv) a dissolution,
liquidation or winding up of the Company (other than in connection with a consolidation or merger) or a sale of all or substantially all of its property, assets and business shall be proposed. 


6







 



        8.3   Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price
pursuant to Section 6 hereof, send notice to the Holders of such event and change ("Price Notice"). The Price Notice shall describe the event causing the change and the method of calculating
same and shall be certified as being true and accurate by the Company's President and Chief Financial Officer. 


        8.4   Transmittal of Notices. All notices, requests, consents and other communications under this Warrant shall be in writing
and shall be deemed to have been duly made on the date of delivery if delivered personally or sent by overnight courier, with acknowledgment of receipt by the party to which notice is given, or on the
fifth day after mailing if mailed to the party to whom notice is to be given, by registered or certified mail, return receipt requested, postage prepaid and properly addressed as follows:
(i) if to the registered Holder of this Warrant, to the address of such Holder as shown on the books of the Company, or (ii) if to the Company, to its principal executive office. 


	9.
	Change of Control.



        9.1   Change of Control. This Warrant will accelerate and be fully exerciseable on a "Change of Control". 


        9.2   Definition of Change of Control. A Change of Control means, 



          (i)  any
"person" or "group" (within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) becomes the
"beneficial owner" (within the meaning of Rule 13d-3 under the Exchange Act) of common stock having in excess of forty-nine percent 49%) of the total voting power of all
of the Company's voting capital stock then outstanding, unless such person or group is or includes (a) an individual who, as of the date of this Agreement, is an executive officer of the
Company and holds beneficial ownership in excess of twenty percent (20%) of the outstanding Common Stock of the Company, or an Affiliate or Associate (within the meaning of
Rule 12b-2 under the Exchange Act) of such individual, or (b) an underwriter who obtains such forty nine percent (49%) interest in connection with a public offering; 



         (ii)  the
merger or consolidation of the Company other than one resulting in the Company's voting securities outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of the surviving entity) at least forty nine percent (49%) of the combined voting power of the voting securities of the
Company and such surviving entity outstanding immediately after such merger or consolidation; or 


        (iii)  the
sale or other disposition of all, or substantially all, of the Company's assets, or the approval of a plan of liquidation of the Company other than a sale to an
entity which is owned by the shareholders of the Company in substantially the same proportion as they own the Company immediately prior to such sale. 


	10.
	Miscellaneous.



        10.1 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way
limit or affect the meaning or interpretation of any of the terms or provisions of this Warrant. 


        10.2 Entire Agreement. This Warrant (together with the other agreements and documents being delivered pursuant to or in
connection with this Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties,
oral and written, with respect to the subject matter hereof. 


        10.3 Binding Effect. This Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company
and their respective successors, legal representatives and assigns, and no 


7







 



other
person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Warrant or any provisions herein contained. 


        10.4 Governing Law; Submission to Jurisdiction. This Warrant shall be governed by and construed and enforced in accordance
with the law of the State of Georgia, without giving effect to conflict of laws. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to
this Warrant shall be brought and enforced in the courts of the State of Georgia or of the United States of America in a district court located in the state of Georgia, and irrevocably submits to such
jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons
to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in
Section 8 hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company agrees that the prevailing
party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys' fees and expenses relating to such action or proceeding and/or incurred in
connection with the preparation therefor. 


        10.5 Waiver, Etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Warrant shall
not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Warrant or any provision hereof or the right of the Company or any Holder to thereafter
enforce each and every provision of this Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Warrant shall be effective unless
set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or
non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment. 


8







 

        IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer as of the 19th day of April, 2004. 



	 	 	VITAL LIVING, INC.
	

 	
 	

By:	

/s/  STUART A. BENSON      
 Name: Stuart A. Benson

Title: Chief Executive Officer




9







 

Form
to be used to exercise Warrant: 


Fill
in address and name of company 


or




	

	
 	

 
	

	
 	

 
	

	
 	

 





	

Date:	

 	

, 20    
	

 	

	

 





        The undersigned hereby elects irrevocably to exercise the within Warrant and to purchase              shares of Common
Stock of
             and hereby makes payment of $                   (at the rate of
$                   per share of Common
Stock) in payment of the Exercise Price pursuant thereto. Please issue the Common Stock as to which this Warrant is exercised in accordance with the instructions given below. 


or



        The
undersigned hereby elects irrevocably to convert its right to purchase              shares of Common Stock purchasable under the within Warrant into
            shares of Common Stock of              (based on a "Market Price" of
$                   per share
of Common Stock). Please issue the Common Stock in accordance with the instructions given below. 



	

 	
 	

 Signature
	

 Signature Guaranteed	
 	

 





        NOTICE: The signature to this form must correspond with the name as written upon the face of the within Warrant in every particular
without alteration or enlargement or any change whatsoever, and
must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.


INSTRUCTIONS FOR REGISTRATION OF SECURITIES  



	Name	 	 
	

 	
 	

 (Print in Block Letters)
	

Address	
 	

 
	

 	
 	






10







 

Form to be used to assign Warrant: 


ASSIGNMENT  


        (To be executed by the registered Holder to effect a transfer of the within Warrant): 



        FOR
VALUE RECEIVED,              does hereby sell, assign and transfer unto              the right to purchase
             shares of Common Stock of              ("Company") evidenced by the within Warrant and does hereby
authorize the Company to
transfer such right on the books of the Company. 



	Dated:	 	, 20    
	 	
	 





	

 	
 	

 Signature





        NOTICE: The signature to this form must correspond with the name as written upon the face of the within Warrant in every particular
without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national
securities exchange.


11