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                          SECURITIES PURCHASE AGREEMENT


                                 BY AND BETWEEN

                               VITAL LIVING, INC.

                                       AND

                                  THE INVESTORS

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                             Dated December 15, 2003




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                          SECURITIES PURCHASE AGREEMENT


     THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is made as of the 15th
day of December,  2003, by and between Vital Living,  Inc., a Nevada corporation
(the "Company"),  and the investors listed on the Schedule of Investors attached
hereto as such  Schedule may be amended from time to time to include  Additional
Investors (as defined in Section 7.12) (each an "Investor" and collectively, the
"Investors").

                              W I T N E S S E T H:

     WHEREAS,  the Company  desires to sell to the Investors,  and the Investors
desire to purchase from the Company,  (a) 12% senior secured  convertible  notes
(the "Notes") in the aggregate principal amount of up to $6,000,000, in the form
attached as Exhibit A hereto,  and (b) warrants  (the  "Warrants"),  in the form
attached as Exhibit B hereto,  to  purchase a number of shares of the  Company's
common stock,  $0.001 par value per share (the "Common  Stock") equal to 100% of
the principal amount of the Notes, pursuant to the provisions of this Agreement;
and

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties do hereby
agree as follows: 1. Purchase and Sale of Notes and Warrants.

          1.1 Issuance and Sale of Notes and Warrants.  Subject to the terms and
conditions of this  Agreement,  the  Investors  agree to purchase at the Initial
Closing (as hereafter defined),  and the Company agrees to issue and sell to the
Investors at the Initial Closing, the amount of Notes and the Warrants set forth
opposite each Investor's name on the Signature Page hereto.

          1.2 Closing.

               (a)  The  Company  may  close  on  any  amount  of  Notes,  up to
$6,000,000  in  aggregate  principal  amount,  without a minimum.  However,  the
Company  intends to effect a closing  ("Initial  Closing") upon the purchase and
sale of Notes in an aggregate principal amount of not less than $2,030,000 and a
like  number of  Warrants  (the  "Purchase  Price"),  since the  holders  of the
Company's  $1,530,000  aggregate principal amount Senior Convertible  Promissory
Notes ("Bridge Notes") sold in October and November 2003 have agreed to exchange
such notes for the Notes sold hereby if at least  $500,000  aggregate  principal
amount of Notes, in addition to the Bridge Notes,  are sold. The Initial Closing
shall take place at the offices of  HCFP/Brenner  Securities,  LLC,  888 Seventh
Avenue,  17th Floor,  New York,  New York 10106 at 10:00 a.m.,  on December  15,
2003, or at such time and place as the Company and the Investors  mutually agree
upon orally or in writing.

               (b) At the  Initial  Closing,  the Company  shall  deliver to the
Investors, the Notes and the Warrants,  against payment of the Purchase Price by
wire transfer to an account designated by the Company or through the exchange of
the Bridge Notes described above.

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               (c) The  Company  may  thereafter  effect an interim  closing (an
"Interim  Closing"  and each of the Initial  Closing  and any  Interim  Closings
hereafter  referred to as a "Closing")  upon the purchase and sale of additional
Notes.  The Interim Closing may take place at any time thereafter at the offices
of HCFP/Brenner  Securities,  LLC, 888 Seventh Avenue, 17th Floor, New York, New
York  10106 at such time and place as the  Company  and the  Investors  mutually
agree upon orally or in writing,  with the delivery  of, and payment  for,  such
additional Notes and warrants as described in Section 1.2(b) above.

     2.  Representations  and  Warranties  of the  Company.  The Company  hereby
represents and warrants to the  Investors,  except as set forth on a Schedule of
Exceptions to Representations  and Warranties  attached hereto as Exhibit C (the
"Schedule of Exceptions"), the following:

          2.1  Subsidiaries.  The  Company  does not  presently  own or control,
directly or indirectly, any interest in any other corporation,  association,  or
other  business  entity  except as disclosed in the SEC Reports (as  hereinafter
defined) (each, a "Subsidiary" and collectively, the "Subsidiaries"). Unless the
context requires  otherwise,  all references herein to the "Company" shall refer
to the  Company  and its  Subsidiaries.  The Company is not a party to any joint
venture, partnership, or similar arrangement.

          2.2 Organization,  Good Standing, and Qualification.  The Company is a
corporation  duly organized,  validly  existing,  and in good standing under the
laws of the State of Nevada, and has all requisite corporate power and authority
to own its  properties  and assets  and to carry on its  business  as  presently
conducted. The Subsidiaries are duly organized in their respective jurisdictions
of  organization,  validly  existing  and in good  standing  in such  respective
jurisdictions  and each has the power and  authority to own its  properties  and
assets and to carry on its respective business as now conducted. The Company and
the  Subsidiaries  are  duly  qualified  to  transact  business  and are in good
standing in each jurisdiction where such qualification is required, except where
the failure so to qualify  could not  reasonably  be expected to have a Material
Adverse Effect (as hereafter defined) on the Company's business or properties.

          2.3 Capitalization and Voting Rights. The number of authorized, issued
and  outstanding  capital  stock of the  Company  is set forth in Exhibit C. All
outstanding shares have been duly authorized and are validly issued,  fully paid
and  nonassesasble.  Except as  disclosed  in  Exhibit C, no  securities  of the
Company or any Subsidiary are entitled to preemptive or similar  rights,  nor is
any holder of securities of the Company or any Subsidiary entitled to preemptive
or similar rights arising out of any agreement or understanding with the Company
or any  Subsidiary  by  virtue  of any of  the  Transaction  Documents  (defined
hereinafter).  Except as  disclosed  in  Exhibit  C,  there  are no  outstanding
options,   warrants,  script  rights  to  subscribe  for  or  acquire  calls  or
commitments of any character whatsoever relating to, or securities,  except as a
result of the  purchase  and sale of the  Securities,  or rights or  obligations
convertible  into or  exchangeable  for, or giving any Person (as defined below)
any right to subscribe for or acquire, any shares of Common Stock, or contracts,
commitments,  understandings,  or  arrangements  by  which  the  Company  or any
Subsidiary is or may become bound to issue additional shares of Common Stock, or
securities or rights convertible or exchangeable into shares of Common Stock. To
the  knowledge  of the  Company,  except as  specifically  disclosed  in the SEC
Reports  (as  defined  below) or in  Exhibit  C, no  Person or group of  related
Persons  beneficially  owns (as  determined  pursuant to Rule 13d-3  promulgated

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under the Securities  Exchange Act of 1934, as amended (the "Exchange Act")), or
has the right to acquire by  agreement  with or by  obligation  binding upon the
Company, beneficial ownership of in excess of 5% of the Common Stock. A "Person"
means  an  individual  or  corporation,   partnership,  trust,  incorporated  or
unincorporated  association,  joint venture,  limited liability  company,  joint
stock company,  government (or an agency or subdivision thereof) or other entity
of any kind.

          2.4  Authorization.  All corporate  action on the part of the Company,
its officers,  directors,  and shareholders necessary for the due authorization,
execution,  and  delivery  of  this  Agreement,  the  Ancillary  Agreements  (as
hereafter defined), the Notes and the Warrants  (collectively,  the "Transaction
Documents"),  the  performance of all  obligations of the Company  hereunder and
thereunder  and  the due  authorization,  valid  issuance  (or  reservation  for
issuance)  and delivery of the Notes and the Warrants  hereunder  and the Common
Stock  issuable  upon  conversion  of the Notes or upon exercise of the Warrants
(collectively,  the "Securities"),  has been taken or will be taken prior to the
Initial Closing, and the Transaction Documents constitute or, in the case of the
Notes,  the Warrants and the Common Stock,  will  constitute,  valid and legally
binding  obligations  of the  Company,  enforceable  in  accordance  with  their
respective terms,  except (i) as limited by applicable  bankruptcy,  insolvency,
reorganization,  moratorium  and similar laws of general  application  affecting
enforcement of creditors' rights generally,  (ii) as limited by laws relating to
the availability of specific performance,  injunctive relief, or other equitable
remedies,  and (iii) to the extent the indemnification  provisions  contained in
the Transaction Documents may be limited by applicable federal or state laws.

          2.5 Valid Issuance of Notes,  Warrants and Common Stock. The Notes and
the Warrants  being  purchased  by the  Investors  hereunder  have been duly and
validly  authorized  and, when issued and delivered in accordance with the terms
hereof for the  consideration  provided for herein,  will be validly  issued and
will constitute  legally  binding  obligations of the Company in accordance with
their terms and will have been issued in compliance with all applicable  federal
and state  securities  laws.  The Common Stock  issuable upon  conversion of the
Notes and upon  exercise of the Warrants has been duly and validly  reserved for
issuance and,  upon  issuance in accordance  with the terms of the Notes and the
Warrants (and upon payment of the exercise  price as required by the  Warrants),
respectively,  will be validly issued,  fully paid and  nonassessable,  and will
have been issued in compliance with all applicable  federal and state securities
laws.

     2.6 Filings, Consents and Approvals. Neither the Company nor any Subsidiary
is required to obtain any consent,  waiver,  authorization or order of, give any
notice to, or make any filing or registration  with, any court or other federal,
state, local or other governmental  authority or other Person in connection with
the  execution,  delivery  and  performance  by the  Company of the  Transaction
Documents or the consummation of the transactions  contemplated  thereby,  other
than  (i)  the  filing  of a  proper  Form D in  accordance  with  Regulation  D
promulgated  under the Securities Act of 1933, as amended (the  "Securities Act"
or  "Act"),  and  applicable  Blue Sky  filings,  (ii)  such  filings  as may be
necessary to perfect the security  interest  granted to the Investors  under the
Security  Agreement  (as  defined  below) and (iii) in all other cases where the
failure to obtain such consent, waiver,  authorization or order, or to give such
notice or make such filing or  registration  could not reasonably be expected to
have or result in,  individually or in the aggregate,  a material adverse effect
on the assets, business, operations, financial condition, liquidity or prospects

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of the Company and its Subsidiaries taken as a whole ("Material Adverse
Effect").

          2.7  Litigation.  There  is no  action,  suit,  proceeding,  claim  or
investigation pending or, to the knowledge of the Company,  currently threatened
against  the  Company or its  affiliates  which  questions  the  validity of the
Transaction Documents, or the right of the Company to enter into any of them, or
to consummate the transactions  contemplated  hereby or thereby,  or which might
result or that could  reasonably be expected to have a Material  Adverse Effect,
either individually or in the aggregate,  or result in any change in the current
equity  ownership  of the  Company,  nor is the Company  aware that there is any
basis for the foregoing.  The foregoing includes,  without limitation,  actions,
pending or threatened (or any basis  therefor  known to the Company),  involving
the prior employment of any of the Company's employees,  their use in connection
with  the  Company's  business  of  any  information  or  techniques   allegedly
proprietary to any of their former  employers,  or their  obligations  under any
agreements  with prior  employers.  The Company is not a party or subject to any
order, writ,  injunction,  judgment, or decree of any court or government agency
or  instrumentality.  2.8  Patents and  Trademarks.  The Company and each of its
Subsidiaries  owns, or is licensed or otherwise  possesses  legally  enforceable
rights to use all patents,  trademarks,  trade names, service marks, copyrights,
and any applications therefore, technology, know-how, computer software programs
or applications, and tangible or intangible proprietary information or materials
that are used in the business of the Company and its  Subsidiaries  as currently
conducted,  except for any such  failures to own,  be licensed or possess  that,
individually  or in the  aggregate,  could not  reasonably be expected to have a
Material Adverse Effect, and to the knowledge of the officers of the Company all
patents,  trademarks,  trade names,  service  marks and  copyrights  held by the
Company and/or its Subsidiaries are valid and subsisting.

          Except as disclosed in Exhibit C or as could not reasonably be
expected to have a Material Adverse Effect:

               (a)  the  Company  is not,  nor  will  it be as a  result  of the
execution and delivery of the Transaction  Documents or the  consummation of the
transactions contemplated thereby, in violation of any licenses, sublicenses and
other  agreements  as to which the Company is a party and  pursuant to which the
Company is authorized to use any third-party patents, trademarks, service marks,
copyrights,  trade  secrets or  computer  software  (collectively,  "Third-Party
Intellectual Property Rights").

               (b) no claims with  respect to (i) the  patents,  registered  and
material unregistered trademarks and service marks, registered copyrights, trade
names, and any applications therefore,  trade secrets or computer software owned
by  the  Company  or  any  of  its  Subsidiaries  (collectively,   the  "Company
Intellectual Property Rights"); or (ii) Third-Party Intellectual Property Rights
are currently  pending or, to the knowledge of the officers of the Company,  are
threatened by any Person;

               (c) the officers of the Company do not know of any valid  grounds
for any bona fide claims (i) to the effect that the manufacture, sale, licensing
or use of any product as now used, sold or licensed or proposed for use, sale or
license by the Company or any of its  Subsidiaries,  infringes on any copyright,
patent, trademark,  service mark or trade secret of any Person; (ii) against the

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use by the  Company  or any of its  Subsidiaries,  of any  Company  Intellectual
Property Right or Third-Party  Intellectual  Property Right used in the business
of the Company or any of its Subsidiaries as currently  conducted or as proposed
to be conducted; (iii) challenging the ownership,  validity or enforceability of
any of the Company Intellectual Property Rights; or (iv) challenging the license
or legally  enforceable right to use of the Third-Party  Intellectual  Rights by
the Company or any of its Subsidiaries; and

               (d) to the knowledge of the officers of the Company,  there is no
unauthorized  use,  infringement  or  misappropriation  of any  of  the  Company
Intellectual  Property  Rights by any third  party,  including  any  employee or
former employee of the Company or any of its Subsidiaries.

          2.9 Compliance with Other Instruments. The Company is not in violation
or  default  of  any  provisions  of  its  Amended  and  Restated   Articles  of
Incorporation  or Bylaws  or any  instrument,  judgment,  order,  writ,  decree,
mortgage,  indenture,  lease,  license or  contract to which it is a party or by
which it is bound or any provision of federal, state, or local statute, rule, or
regulation  applicable  to the  Company,  except  as  could  not  reasonably  be
expected,  singly or in the aggregate,  to have a Material  Adverse Effect or to
burden or impair the  ability  of the  Company to  consummate  the  transactions
contemplated hereby. The execution, delivery, and performance of the Transaction
Documents and the consummation of the transactions contemplated thereby will not
result in any such  violation  or be in  conflict  with or  constitute,  with or
without  the  passage of time and giving of notice,  either a default  under any
such provision,  instrument,  judgment,  order, writ, decree or contract,  or an
event which results in the creation of any lien, charge, or encumbrance upon any
assets of the Company or the suspension,  revocation, impairment, forfeiture, or
nonrenewal  of  any  material  permit,  license,   authorization,   or  approval
applicable to the Company,  its business or operations,  or any of its assets or
properties,  except  as could  not  reasonably  be  expected,  singly  or in the
aggregate, to have a Material Adverse Effect.

          2.10 Permits. The Company has all franchises,  permits,  licenses, and
any similar  authority  necessary  for the conduct of its  business as now being
conducted by it, the lack of which could,  individually or in the aggregate,  be
reasonably  expected  to have a  Material  Adverse  Effect and  believes  it can
obtain,  without undue burden or expense,  any similar authority for the conduct
of its business as planned to be conducted. The Company is not in default in any
material  respect  under any of such  franchises,  permits,  licenses,  or other
similar authority.

          2.11  Compliance with Laws. The conduct of business by the Company and
each  Subsidiary  as  presently,  conducted  or proposed to be  conducted is not
subject to continuing oversight,  supervision,  regulation or examination by any
governmental  official  or body of the United  States or any other  jurisdiction
wherein the  Company or any  Subsidiary  conducts  or  proposes to conduct  such
business,  except such  regulation as is  applicable  to commercial  enterprises
generally.  Neither the Company nor any of the  Subsidiaries  has  received  any
notice of any violation of or noncompliance  with, any federal,  state, local or
foreign laws, ordinances, regulations and orders (including, without limitation,
those  relating to  environmental  protection,  occupational  safety and health,
federal  securities  laws, equal employment  opportunity,  consumer  protection,
credit  reporting,  "truth-in-lending",  and  warranties  and  trade  practices)
applicable to its business or to the business of any  Subsidiary,  the violation
of, or noncompliance with, which could reasonably be expected to have a Material

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Adverse  Effect,  individually  or in the  aggregate,  or burden  or impair  the
ability of the Company to consummate the  transactions  contemplated  hereby and
the Company knows of no facts or set of  circumstances  which could give rise to
such a notice.

          2.12 Disclosure. This Agreement, the Notes, the Warrants and any other
statements  or  certificates  made  or  delivered  in  connection   herewith  or
therewith, when taken together with the Disclosure Materials (as defined below),
do not  contain  any untrue  statement  of a  material  fact or omits to state a
material fact necessary to make the statements herein or therein not misleading.

          2.13 Title to Property  and Assets.  The Company owns its property and
assets  free  and  clear  of all  mortgages,  liens,  loans,  pledges,  security
interests, claims, equitable interests,  charges, and encumbrances,  except such
encumbrances and liens which arise in the ordinary course of business and do not
materially  impair the  Company's  ownership or use of such  property or assets.
With respect to the property and assets it leases,  the Company is in compliance
with such  leases  and, to the best of its  knowledge,  holds a valid  leasehold
interest free of any liens, claims, or encumbrances.

          2.14 Tax  Returns,  Payments,  and  Elections.  The Company has timely
filed all tax returns and reports as required by law,  and all such  returns and
reports are true and correct in all material respects.  The Company has paid all
taxes and other  assessments  due, if any,  except those contested by it in good
faith which are listed in the Schedule of  Exceptions.  The provisions for taxes
of the Company as shown in the Financial Statements is adequate for taxes due or
accrued as of the date  thereof.  The Company  has not  elected  pursuant to the
Internal  Revenue  Code  of  1986,  as  amended  ("Code"),  to be  treated  as a
Subchapter S corporation or a collapsible corporation pursuant to Section 341(f)
or Section 1362(a) of the Code.

          2.15  Insurance.  The  Company  has in full force and effect  fire and
casualty  insurance  policies,  with  extended  coverage,  sufficient  in amount
(subject to reasonable deductibles) to allow it to replace any of its properties
that might be damaged or destroyed,  and the Company has insurance against other
hazards, risks, and liabilities to persons and property to the extent and in the
manner customary for companies in similar businesses similarly situated.


          2.16 SEC  Reports;  Financial  Statements.  The  Company has filed all
reports required to be filed by it under the Exchange Act, including pursuant to
Section 13(a) or 15(d)  thereof,  for the three years  preceding the date hereof
(or  such  shorter  period  as the  Company  was  required  by law to file  such
material) (the foregoing materials being collectively  referred to herein as the
"SEC  Reports" and,  together with the Schedule of Exceptions to this  Agreement
and the documents filed as exhibits to the Company's  Registration  Statement on
Form SB-2,  as amended,  the  "Disclosure  Materials")  on a timely basis or has
received a valid  extension  pursuant to Rule 12b-25  under the  Exchange Act of
such time of filing and has filed any such SEC Reports  prior to the  expiration
of any such extension. As of their respective dates, the SEC Reports complied in
all  material  respects  with the  requirements  of the  Securities  Act and the
Exchange  Act  and the  rules  and  regulations  of the  Commission  promulgated
thereunder,  and none of the SEC  Reports,  when  filed,  contained  any  untrue
statement of a material  fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the  circumstances  under which they were made,  not  misleading.  Except as set
forth in Exhibit C, all material  agreements  to which the Company is a party or

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to which the  property or assets of the  Company are subject  have been filed as
exhibits to the SEC Reports. The financial statements of the Company included in
the SEC Reports  comply in all  material  respects  with  applicable  accounting
requirements  and the rules  and  regulations  of the  Commission  with  respect
thereto as in effect at the time of filing. Such financial  statements have been
prepared in accordance with generally accepted  accounting  principles  ("GAAP")
applied on a  consistent  basis  during the periods  involved,  except as may be
otherwise  specified in such  financial  statements  or the notes  thereto,  and
fairly  present in all material  respects the financial  position of the Company
and its  consolidated  subsidiaries  as of the dates  thereof and the results of
operations  and cash flows for the periods then ended,  subject,  in the case of
unaudited statements, to normal, immaterial,  year-end audit adjustments. Except
as disclosed in the Disclosure Documents, since September 30, 2003 (a) there has
been no event,  occurrence or development  that has had or that could reasonably
be expected to have or result in a Material Adverse Effect,  (b) the Company has
not  incurred  any  liabilities   (contingent  or  otherwise)   other  than  (x)
liabilities  incurred in the ordinary  course of business  consistent  with past
practice and (y)  liabilities  not  required to be  reflected  in the  Company's
financial  statements  pursuant to GAAP or required to be  disclosed  in filings
made  with the  Commission,  (c) the  Company  has not  altered  its  method  of
accounting  or the identity of its auditors and (d) the Company has not declared
or  made  any  payment  or  distribution  of  cash  or  other  property  to  its
stockholders  or officers or directors  (other than in compliance  with existing
Company  stock option  plans) with respect to its capital  stock,  or purchased,
redeemed  (or made any  agreements  to  purchase  or  redeem)  any shares of its
capital stock.  Additionally,  since the adoption of the  Sarbanes-Oxley  Act of
2002 (the "New Act"), the Company has complied in all material respects with the
laws, rules and regulation under the New Act which are applicable to it.

          2.17 No Conflict of  Interest.  Except as  otherwise  disclosed in the
Disclosure Materials,  the Company is not indebted in excess of $5,000, directly
or  indirectly,  to any of its  employees,  officers  or  directors  or to their
respective  spouses  or  children,  in  any  amount  whatsoever  other  than  in
connection with expenses or advances of expenses incurred in the ordinary course
of business or relocation expenses of employees,  officers and directors, nor is
the Company  contemplating  such  indebtedness as of the date of this Agreement.
Except  as  otherwise  disclosed  in the  Disclosure  Materials,  none  of  said
employees,  officers or directors, or any member of their immediate families, is
directly or indirectly  indebted to the Company  (other than in connection  with
purchases  of the  Company's  stock) or have any  direct or  indirect  ownership
interest in any firm or corporation with which the Company is affiliated or with
which the Company has a business  relationship or any firm or corporation  which
competes with the Company, nor is the Company contemplating such indebtedness as
of the date of this Agreement, except that employees, officers, directors and/or
shareholders of the Company may own stock in publicly  traded  companies (not in
excess of 1% of the  outstanding  capital stock  thereof) which may compete with
the Company.  Except as  otherwise  disclosed in the  Disclosure  Materials,  no
employee,  shareholder,  officer or director,  or any member of their  immediate
families,  is, directly or indirectly,  interested in any material contract with
the Company,  nor does any such person own, directly or indirectly,  in whole or
in part, any material  tangible or intangible  property that the Company uses or
contemplates  using  in  the  conduct  of its  business.  The  Company  is not a
guarantor or indemnitor of any indebtedness of any other Person.

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     3. Representations and Warranties of the Investors.  Each of the Investors,
severally and not jointly, hereby represent and warrant that:

          3.1 Authorization.  The Investor represents that it has full power and
authority to enter into the Transaction  Documents.  The  Transaction  Documents
entered  into  by  the  Investor   constitute  the  valid  and  legally  binding
obligations of the Investor  enforceable in accordance with their terms,  except
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
and other laws of general application affecting enforcement of creditors' rights
generally and (ii) as limited by laws relating to the  availability  of specific
performance, injunctive relief, or other equitable remedies.

          3.2 Purchase Entirely for Own Account. The Securities will be acquired
for  investment for the Investor's own account and not with a view to the resale
or distribution of any part thereof.

          3.3 Disclosure of Information.  The Investor  acknowledges that all of
the SEC Reports and Disclosure  Materials were made fully available to it and it
has  reviewed  and  understands  them.  The  Investor  acknowledges  that it has
received all the information  that it has requested  relating to the Company and
the purchase of the Notes and the Warrants. The Investor further represents that
it has had an opportunity to ask questions and receive  answers from the Company
regarding  the  terms  and  conditions  of the  offering  of the  Notes  and the
Warrants.  The foregoing,  however, does not limit or modify the representations
and warranties of the Company in Section 2 of this Agreement or the right of the
Investor to rely thereon.

          3.4  Accredited  Investor.  The Investor is an  "accredited  investor"
within the meaning of Rule 501 of Regulation D under the Securities Act.

          3.5 Restricted Securities. Investor understands that the Notes and the
Warrants (and the shares of Common Stock  issuable upon  conversion of the Notes
and exercise of the Warrants) that it is purchasing are "restricted  securities"
under the  federal  securities  laws and that  under  such  laws and  applicable
regulations   such  securities  may  only  be  sold  pursuant  to  an  effective
registration statement or an available exemption from registration.

          3.6 Legends.  It is understood  that the  certificates  evidencing the

Notes and the  Warrants  (and the Common  Stock  issuable  upon  conversion  and
exercise thereof, respectively) may bear the following legend:

          "THE  SECURITIES   REPRESENTED  BY  THIS  CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
          AND ARE SUBJECT TO  RESTRICTIONS  ON  TRANSFERABILITY  AS SET FORTH IN
          THIS CERTIFICATE.  THE SECURITIES  REPRESENTED HEREBY MAY NOT BE SOLD,
          TRANSFERRED,  OR OTHERWISE  DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE
          REGISTRATION  STATEMENT  UNDER  THE  ACT  OR AN  OPINION  OF  COUNSEL,
          REASONABLY  ACCEPTABLE TO COUNSEL FOR THE COMPANY,  TO THE EFFECT THAT
          THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT
          REGISTRATION UNDER THE ACT."

                                       9
<PAGE>

     4.  Conditions  of  the  Investors'   Obligations  at  each  Closing.   The
obligations of the Investors under  subsection 1.1 of this Agreement are subject
to  the  fulfillment  on or  before  each  Closing  of  each  of  the  following
conditions:

          4.1 Representations and Warranties. The representations and warranties
of the Company contained in Section 2 hereof shall be true and correct on and as
of the date of this  Agreement  and as of each  Closing  with the same effect as
though such  representations  and warranties had been made on and as of the date
of such Closing.

          4.2  Performance.  The Company shall have  performed and complied with
all agreements, obligations, and conditions contained in this Agreement that are
required to be performed or complied with by it on or before each Closing.

          4.3 Compliance Certificate. The President of the Company shall deliver
to the Investors,  at each Closing, a certificate certifying that the conditions
specified in Sections 4.1 and 4.2 have been  fulfilled and stating that,  except
as set forth in the  Disclosure  Materials,  there has been no material  adverse
change in the business,  affairs,  prospects,  operations,  properties,  assets,
condition,  capital  shares,  long-term debt,  results of operations,  financial
condition or liquidity of the Company since September 30, 2003.

          4.4 Proceedings and Documents.  All corporate and other proceedings in
connection with the transactions  contemplated at each Closing and all documents
incident  thereto shall be reasonably  satisfactory in form and substance to the
Investors  and counsel to the  Investors,  and they shall have received all such
counterpart original and certified or other copies of such documents as they may
reasonably request.

          4.5 Opinion of Company Counsel. The Investors shall have received from
Graubard Miller an opinion, dated as of each Closing, in form attached hereto as
Exhibit D.

          4.6 Good Standing  Certificates.  The Company shall have  delivered to
the Investors, dated as of a date within five (5) business days of each Closing,
a  certificate  issued by the State of Nevada to the  effect  that it is legally
existing and in good standing.

          4.7 Secretary's  Certificate.  The Company shall have delivered to the
Investors a  certificate  executed by the Secretary of the Company dated as each
Closing attending,  true and correct copies of the following documents:  (a) the
resolutions  adopted  by  the  Company's  Board  of  Directors  authorizing  the
transactions  contemplated by this  Agreement;  and (b) the Amended and Restated
Articles of Incorporation and Bylaws of the Company.


          4.8 Delivery of Notes and Warrants.  The Company shall have  delivered
the Notes and the Warrants to the Investors  for each  Closing,  as specified in
Section 1.

                                       10
<PAGE>

          4.9 Ancillary Agreements.

               4.9.1 The Company and the  Investors  shall have  entered  into a
security  agreement  dated of even date  herewith,  a form of which is  attached
hereto as Exhibit E (the "Security Agreement").

               4.9.2 The Company and the  Investors  shall have  entered  into a
registration  rights  agreement dated of even date herewith,  a form of which is
attached hereto as Exhibit F (the "Registration Rights Agreement").

               4.9.3 The Company and Graubard Miller shall have entered into the
escrow agreement dated of even date herewith, a form of which is attached hereto
as Exhibit G (the "Escrow  Agreement") and together with the Security  Agreement
and Registration Rights Agreement, the "Ancillary Agreements").

          4.10 Other Payments.  Concurrent with each Closing,  the Company shall
pay the compensation set forth in Section 7.7 hereto.

     5. Conditions of the Company's Obligations at each Closing. The obligations
of the Company to Investor under this Agreement is subject to the fulfillment on
or before each Closing of each of the following conditions by the Investor:

          5.1 Representations and Warranties. The representations and warranties
of the  Investors  contained in Section 3 shall be true and correct on and as of
the date of this Agreement and as of each Closing with the same effect as though
such representations and warranties had been made on and as of such Closing.

          5.2 Payment of Purchase  Price.  The Investor shall have delivered the
Purchase Price.

          5.3 Ancillary  Agreements.  The Company and the  Investors  shall have
entered into the Ancillary Agreement.

     6. Indemnification.

          6.1 General.  The Company  agrees to indemnify  and hold  harmless the
Investors and any of their general partners, shareholders,  employees, officers,
directors,  members,  agents  and  other  representatives   (collectively,   the
"Indemnitees"),  against any  losses,  damages,  liabilities,  or  judgments  or
settlements  of any nature or kind,  including  all costs and expenses  relating
thereto,  including  without  limitation,  interest,  penalties  and  reasonable
attorneys'  fees  (the  "Losses")  (joint or  several)  (i)  arising  out of any
investigations,  proceedings,  claims or actions,  to which the  Indemnitees may
become  subject,  whether  under the  Securities  Act or the Exchange Act or any
rules or regulations promulgated thereunder,  or any state law or regulation, or
common  law,  arising  out  of,  related  to or in any way  attributable  to the
Indemnitee's  investment in the Company,  or (ii) that arise out of or are based
upon any  breach  of any  representation,  warranty,  agreement,  obligation  or
covenant of the Company contained herein or in any of the Transaction Documents.
The Company  also agrees to  reimburse  the  Indemnitees  for any legal or other
expenses  reasonably  incurred in connection with investigating or defending any

                                       11
<PAGE>

such investigations,  proceedings,  claims or actions, as such expenses or other
costs are incurred. The indemnity provided in this Section 6.1 is not limited to
Losses  asserted by third parties  against any  Indemnitee,  but includes Losses
incurred  or  sustained  by any such  Indemnitee  in the  absence of third party
claims.

          6.2 Non-Exclusive  Remedy.  The  indemnification  remedies provided in
this Section 6 shall not be deemed to be exclusive. Accordingly, the exercise by
any person of any of its rights  under this  Section 6 shall not be deemed to be
an election of remedies and shall not be deemed to  prejudice,  or to constitute
or operate as a waiver of,  any other  right or remedy  that such  person may be
entitled to exercise  (whether under this  Agreement,  under any other contract,
under any law or regulation or  otherwise);  provided,  however,  that no person
shall seek other  remedies in those  situations  where they have  received  full
indemnification payments with respect to such situations.

     7. Miscellaneous.

          7.1 Survival of Warranties.  All of the representations and warranties
made herein shall  survive the  execution  and delivery of this  Agreement.  The
Investors  are entitled to rely,  and the parties  hereby  acknowledge  that the
Investors have so relied,  upon the truth,  accuracy and completeness of each of
the representations and warranties of the Company contained herein, irrespective
of any independent  investigation made by Investors.  The Company is entitled to
rely, and the parties hereby  acknowledge  that the Company has so relied,  upon
the  truth,  accuracy  and  completeness  of  each  of the  representations  and
warranties of the Investors  contained  herein,  irrespective of any independent
investigation made by the Company.

          7.2 Successors and Assigns.  This Agreement is personal to each of the
parties  and may not be  assigned  without  the  written  consent  of the  other
parties;  provided,  however,  that any of the  Investors  shall be permitted to
assign its rights  under this  Agreement  and the  Ancillary  Agreements  to any
affiliate of such Investor.

          7.3 Governing Law. This  Agreement  shall be governed by and construed
under the laws of the State of New York as applied to agreements  among New York
residents entered into and to be performed entirely within New York. The Company
(1) agrees that any legal suit, action or proceeding  arising out of or relating
to this  Agreement  shall be  instituted  exclusively  in New York State Supreme
Court,  County of New  York,  or in the  United  States  District  Court for the
Southern  District of New York,  (2) waives any objection  which the Company may
have now or hereafter to the venue of any such suit,  action or proceeding,  and
(3)  irrevocably  consents  to the  jurisdiction  of the New York State  Supreme
Court, County of New York, and the United States District Court for the Southern
District of New York in any such suit, action or proceeding. The Company further
agrees to accept and  acknowledge  service of any and all  process  which may be
served in any such suit,  action or  proceeding  in the New York  State  Supreme
Court,  County of New  York,  or in the  United  States  District  Court for the
Southern  District  of New York and agrees  that  service  of  process  upon the
Company  mailed by certified  mail to the  Company's  address shall be deemed in
every respect effective  service of process upon the Company,  in any such suit,
action or proceeding.  THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED  UPON OR  ARISING  OUT OF
THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

                                       12
<PAGE>

          7.4  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  instrument.  This  Agreement,  once
executed by a party,  may be  delivered  to the other party  hereto by facsimile
transmission  of a copy of this Agreement  bearing the signature of the party so
delivering this Agreement.

          7.5  Titles and  Subtitles.  The  titles  and  subtitles  used in this
Agreement  are  used  for  convenience  only  and  are not to be  considered  in
construing or interpreting this Agreement.

          7.6 Notices.  Unless otherwise  provided,  any notice,  authorization,
request or demand  required or permitted to be given under this Agreement  shall
be given in writing and shall be deemed effectively given upon personal delivery
to the party to be notified or three (3) days following  deposit with the United
States Post Office,  by registered or certified mail,  postage  prepaid,  or two
days  after  it is sent  by an  overnight  delivery  service,  or  when  sent by
facsimile with machine confirmation of delivery addressed as follows:

             If to the Investors to:

             The address set forth opposite their name on the Schedule
             of Investors attached hereto

             If to Company, to:

             Vital Living, Inc.
             5080 North 40th Street,
             Suite 105, Phoenix, AZ 85018
             Telecopier No.: (602) 952-7129
             Attention: Stuart A. Benson, President (e-mail: cafestu@aol.com)


                                       13
<PAGE>


             In either case, with a copy to:

             HCFP/Brenner Securities, LLC
             888 Seventh Avenue
             17th Floor
             New York, New York 10106
             Telecopier No.: (212) 707-0378
             Attention: Ira Greenspan (e-mail: igreenspan@hcfpbrenner.com)

             and

             Graubard Miller
             600 Third Avenue
             New York, New York 10016
             Telecopier No.: (212) 818-8881
             Attention:  David Alan Miller, Esq. (e-mail: dmiller@graubard.com)

Any party may change its address for such communications by giving notice
thereof to the other parties in conformity with this Section.

          7.7 Finder's Fee. Each party represents that it neither is nor will be
obligated for any finders' or brokers' fee or commission in connection with this
transaction;  provided,  however,  that the Company is  obligated to pay certain
compensation upon consummation of the transactions  contemplated hereby to Sloan
Securities Corp., Atlas Capital,  HCFP/Brenner Securities, LLC and Aegis Capital
Corp.

          7.8 Transaction Expenses;  Enforcement of Transaction  Documents.  The
Company and each Investor shall pay their respective costs and expenses incurred
with respect to the  negotiation,  execution,  delivery and  performance of this
Agreement.  If any  action  at law or in  equity  is  necessary  to  enforce  or
interpret the terms of the Transaction Documents,  the prevailing party shall be
entitled to reasonable  attorney's fees,  costs, and necessary  disbursements in
addition to any other relief to which such party may be entitled.

          7.9 Amendments and Waivers.  Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular  instance and either  retroactively or  prospectively),  only
with the written consent of the Company and Investor or Investors  holding Notes
evidencing,  in the  aggregate,  an amount  equal to not less than  50.1% of the
aggregate  principal  amount of all Notes then  outstanding.  Any  amendment  or
waiver  effected in accordance  with this  paragraph  shall be binding upon each
holder of any securities  purchased under this Agreement at the time outstanding
(including  securities into which such securities are convertible),  each future
holder of all such securities, and the Company.

          7.10  Severability.  If one or more  provisions of this  Agreement are
held to be unenforceable  under applicable law, such provision shall be excluded
from this Agreement and the balance of this Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance  with its
terms.

                                       14
<PAGE>

          7.11 Entire  Agreement.  This Agreement and the documents  referred to
herein  constitute the entire  agreement among the parties and no party shall be
liable  or  bound  to  any  other  party  in  any  manner  by  any   warranties,
representations,  or  covenants  except  as  specifically  set  forth  herein or
therein.

          7.12 Additional Investors. In the event that, at any time or from time
to time, the Company holds an Interim  Closing and issues  additional  Notes and
Warrants to additional  investors  (collectively the "Additional  Investors" and
individually  an  "Additional  Investor"),  as a  condition  precedent  to  such
Closing,  the  Company  shall  countersign  a copy of this  Agreement  with each
Additional Investor and each such Additional Investor shall agree to sign a copy
of this  Agreement  (for and on behalf of himself  or  itself,  his or its legal
representatives  and his or its transferees and assigns)  thereby agreeing to be
bound by all  applicable  provisions of this  Agreement as a party hereto and in
the capacity as an Investor.  Except as provided  herein,  upon any such Interim
Closing,  all references to the Investors or to any Investor shall thereafter be
deemed to include such Additional  Investors,  and upon such Closing,  each such
Additional Investor shall be added to the Schedule of Investors.

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

                      Vital Living, Inc.



                      By:
                               --------------------------------------------
                      Name:
                      Title:



                      EACH OF THE INVESTORS SET FORTH ON
                      THE ATTACHED SCHEDULE OF INVESTORS


                                       15
<PAGE>


                              SCHEDULE OF INVESTORS

Name and Address                      Amount                     Signature


















                                       16