THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
"SECURITIES  ACT").  THESE  SECURITIES  MAY NOT BE SOLD  OR  TRANSFERRED  IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION  THEREFROM UNDER THE SECURITIES ACT
OR UNDER STATE  SECURITIES  LAWS.  THIS WARRANT AND THE WARRANT SHARES  ISSUABLE
UPON EXERCISE OF THIS WARRANT MAY NOT BE PLEDGED, SOLD, ASSIGNED, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO THE EXPRESS PROVISIONS OF THIS WARRANT,
AND NO SALE, ASSIGNMENT, TRANSFER, OR OTHER DISPOSITION OF THIS WARRANT SHALL BE
VALID OR EFFECTIVE  UNLESS AND UNTIL SUCH  PROVISIONS  SHALL HAVE BEEN  COMPLIED
WITH.


                                            Date of Issuance: December __, 2003

                               VITAL LIVING, INC.
                             Stock Purchase Warrant
                         (Void after December __, 2008)


     Vital  Living,  Inc.,  a Nevada  corporation  (the  "Company"),  for  value
received,  hereby  certifies  and agrees that  _____________  or its  registered
assigns (the "Registered Holder"),  is entitled,  subject to the terms set forth
below,  to  purchase  from the  Company,  at any time or from time to time on or
after the date hereof (the "Date of  Issuance")  and on or before  December ___,
2008 at not later  than  5:00  p.m.  New York  time  (such  date and  time,  the
"Expiration Time"),  ___________ (___________) duly authorized,  validly issued,
fully paid and  nonassessable  shares of the Company's common stock,  $0.001 par
value per share (the "Common Stock") at an initial exercise price equal to $1.00
per share,  subject to  adjustment  in certain  cases as described  herein.  The
shares  purchasable  upon exercise of this Warrant,  and the purchase  price per
share,  are  hereinafter  referred to as the "Warrant  Shares" and the "Exercise
Price,"  respectively.  The term  "Warrant"  as used herein  shall  include this
Warrant and any other warrants  delivered in substitution or exchange  therefor,
as provided herein.

     This  Warrant  is  issued  pursuant  to that  certain  Securities  Purchase
Agreement of even date  herewith by and among the Company and certain  investors
set forth therein (the "Securities Purchase Agreement").

     The  Warrant   Shares  are   entitled  to  the  benefits  of  that  certain
registration  rights  agreement  of even date  herewith  between the Company and
certain  investors  named  therein (the  "Registration  Rights  Agreement").
<PAGE>

1.   Exercise.

     1.1 Method of Exercise

     (a) This Warrant may be exercised by the Registered  Holder, in whole or in
part, by  surrendering  this  Warrant,  with a Notice of Exercise in the form of
Annex A hereto (the  "Notice of  Exercise")  duly  executed  by such  Registered
Holder or by such Registered Holder's duly authorized attorney, at the principal
office of the Company set forth in Section 12 hereof, or at such other office or
agency as the Company  may  designate  in writing  pursuant to Section 12 hereof
(the "Company's Office"), accompanied by payment in full, in lawful money of the
United States,  of the Exercise Price payable in respect of the number of shares
of Warrant Shares purchased upon such exercise.

     (b) Each  exercise of this  Warrant  shall be deemed to have been  effected
immediately  prior to the close of business on the day on which the  appropriate
Annex form shall be dated and  directed  to the  Company  (as  evidenced  by the
applicable  postmark or other  evidence of  transmittal)  as provided in Section
1.1(a)  hereof.  At such time,  the person or persons in whose name or names any
certificates for Warrant Shares shall be issuable upon such exercise as provided
in Section 1.1(c) hereof shall be deemed to have become the holder or holders of
record of the Warrant Shares represented by such certificates.  Improper or late
payment of the Exercise Price shall not affect the effectiveness of the election
to exercise.  In the event that the Company has sent a Redemption Notice and the
Holder  has sent a Notice of  Exercise  but it is deemed  by the  Company  to be
deficient, by reason of a missing Warrant,  improper execution or otherwise, the
Company shall promptly  notify the Holder and use its best efforts to assist the
Holder  to  ensure  that the  Holder  is able to  convert  prior to  redemption,
including without limitation by providing a substitute Warrant.

     (c) As soon as practicable  after the exercise of this Warrant,  in full or
in part, and in any event within ten (10) days thereafter,  the Company,  at its
expense,  will  cause to be  issued  in the  name  of,  and  delivered  to,  the
Registered Holder, or as such Registered Holder (upon payment by such Registered
Holder of any applicable transfer taxes) may direct:

          (i) a  certificate  or  certificates  for the  number of full  Warrant
Shares to which such  Registered  Holder  shall be entitled  upon such  exercise
plus,  in lieu of any  fractional  share to which such  Registered  Holder would
otherwise  be  entitled,  cash in an amount  determined  pursuant  to  Section 4
hereof; and

          (ii) in case such  exercise is in part only, a new warrant or warrants
(dated the date hereof) of like tenor, representing in the aggregate on the face
or faces thereof the number of Warrant  Shares equal  (without  giving effect to
any  adjustment  therein) to the number of such shares called for on the face of
this Warrant minus the number of such shares purchased by the Registered  Holder
upon such  exercise  as  provided  in Section 3 hereof or  received  pursuant to
Section 1.2 hereof.

     1.2  Exercise  by  Surrender  of  Warrant.  At any time  after  the  Target
Effective Date when the Registration Statement (as such terms are defined in the
Registration  Rights  Agreement) is not effective,  in addition to the method of

                                       2
<PAGE>

payment  set  forth  in  Section  1.1 and in lieu of any cash  payment  required
thereunder,  the Warrant may be  exercised  by  surrendering  the Warrant in the
manner  specified in this Section 1, together with  irrevocable  instructions to
the Company to issue in exchange  for the Warrant the number of shares of Common
Stock equal to the product of (x) the number of Warrant Shares multiplied by (y)
a fraction, the numerator of which is the Market Value (as defined below) of the
Common Stock less the Exercise Price and the denominator of which is such Market
Value. As used herein,  the phrase "Market Value" at any date shall be deemed to
be the last reported  sale price,  or, in case no such reported sale takes place
on such day, the average of the last  reported sale prices for the last ten (10)
Trading Days, in either case as officially reported by the principal  securities
exchange or "over the counter"  (including on the pink sheets or bulletin board)
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 sold "over the counter," the average  closing bid price as furnished
by the NASD  through  Nasdaq  or  similar  organization  if  Nasdaq is no longer
reporting such  information,  or if the Common Stock is not quoted on Nasdaq, as
determined in good faith by resolution of the Board of Directors of the Company,
based on the best  information  available to it.  "Trading Day" shall mean a day
during which trading in securities generally occurs in the applicable securities
market or on the principal  securities  exchange or bulletin  board on which the
Common Stock is then traded, listed or quoted.

2.   Shares to  be Fully Paid; Reservation of Shares. The Company covenants that
all shares of Common  Stock which may be issued upon the  exercise of the rights
represented  by this Warrant  will,  upon  issuance by the Company,  be duly and
validly issued,  fully paid and  nonassessable,  and free from preemptive rights
and free from all taxes,  liens, duties and charges with respect thereto and, in
addition,  the  Company  covenants  that it will from time to time take all such
action as may be  requisite to assure that the par value per share of the Common
Stock is at all times equal to or less than the effective  Exercise  Price.  The
Company  further  covenants that, from and after the Date of Issuance and during
the period within which the rights represented by this Warrant may be exercised,
the Company will at all times have authorized and reserved, free from preemptive
rights,  out of its authorized but unissued  shares of Common Stock,  solely for
the purpose of effecting  the exercise of this Warrant,  a sufficient  number of
shares of Common Stock to provide for the exercise of the rights  represented by
this  Warrant.  If at any time the number of authorized  but unissued  shares of
Common Stock shall not be sufficient to effect the exercise of this Warrant, the
Company shall take any and all corporate  action as is necessary to increase its
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient for such purpose. The Company will take all such action within its
control as may be necessary on its part to assure that all such shares of Common
Stock may be so issued without violation of any applicable law or regulation, or
of any  requirements of any national  securities  exchange upon which the Common
Stock of the Company may be listed.

3.   Fractional  Shares.  The Company shall not be required upon the exercise of
this  Warrant  to issue any  fractional  shares,  but shall  make an  adjustment
therefor in cash on the basis of the Market Value for each  fractional  share of
the  Company's  Common  Stock  which  would be  issuable  upon  exercise of this
Warrant.

                                       3
<PAGE>

4.   Requirements for Transfer.

     (a) Warrant  Register.  The Company will  maintain a register (the "Warrant
Register")  containing  the  names and  addresses  of the  Registered  Holder or
Registered Holders. Any Registered Holder of this Warrant or any portion thereof
may change its address as shown on the Warrant Register by written notice to the
Company requesting such change, and the Company shall promptly make such change.
Until this Warrant is  transferred on the Warrant  Register of the Company,  the
Company may treat the Registered  Holder as shown on the Warrant Register as the
absolute owner of this Warrant for all purposes,  notwithstanding  any notice to
the  contrary,  provided,  however,  that if and when this  Warrant is  properly
assigned in blank,  the Company may,  but shall not be  obligated  to, treat the
bearer hereof as the absolute owner hereof for all purposes, notwithstanding any
notice to the contrary.

     (b) Warrant  Agent.  The Company may, by written  notice to the  Registered
Holder,  appoint an agent for the purpose of  maintaining  the Warrant  Register
referred to in Section 4(a) hereof,  issuing the Common Stock  issuable upon the
exercise of this Warrant, exchanging this Warrant, replacing this Warrant or any
or all of the foregoing. Thereafter, any such registration,  issuance, exchange,
or replacement, as the case may be, may be made at the office of such agent.

     (c) Transfer. Subject to the provisions of this Section 4, this Warrant and
all rights hereunder are  transferable,  in whole or in part, upon the surrender
of this Warrant with a properly  executed  Assignment Form in substantially  the
form attached hereto as Annex B (the  "Assignment")  at the principal  office of
the Company.

     (d) Exchange of Warrant  Upon a Transfer.  On surrender of this Warrant for
exchange,  properly  endorsed on the Assignment and subject to the provisions of
this Warrant and  limitations on assignments  and transfers as contained in this
Section 4, the  Company  at its  expense  shall  issue to or on the order of the
Registered  Holder a new warrant or  warrants of like tenor,  in the name of the
Registered  Holder or as the  Registered  Holder (on  payment by the  Registered
Holder of any applicable  transfer  taxes) may direct,  for the number of shares
issuable upon exercise hereof.

5.   Adjustment. The number of Warrant Shares purchasable hereunder and Exercise
Price  shall  be  subject  to  adjustment  in  accordance   with  the  following
provisions:

     (a) Computation of Adjusted Exercise Price. Except as hereinafter provided,
in case the Company  shall at any time after the date  hereof  issue or sell any
shares of  Common  Stock,  other  than the  issuances  or sales  referred  to in
Sections 5(b) - (e) and (j) hereof,  for a consideration per share less than the
Exercise  Price in  effect  immediately  prior to the  issuance  or sale of such
shares, or without consideration, then forthwith upon such issuance or sale, the
Exercise  Price shall (until  another  such  issuance or sale) be reduced to the
price  (calculated  to the nearest full cent) equal to the  quotient  derived by
dividing  (A) an amount  equal to the sum of (X) the product of (a) the Exercise
Price in effect  immediately  prior to such issuance or sale,  multiplied by (b)
the total number of shares of Common Stock outstanding immediately prior to such
issuance or sale, plus (Y) the aggregate of the amount of all consideration,  if

                                       4
<PAGE>

any, received by the Company upon such issuance or sale, by (B) the total number
of shares of Common Stock  outstanding  immediately after such issuance or sale;
provided,  however,  that in no event  shall  the  Exercise  Price  be  adjusted
pursuant to this  computation  to an amount in excess of the  Exercise  Price in
effect immediately prior to such computation.

     For the purposes of this Section 5 the term  Exercise  Price shall mean the
Exercise  Price  per  share set  forth on the  first  page of this  Warrant,  as
adjusted from time to time pursuant to the provisions of this Section 5.

     For purposes of any  computation to be made in accordance with this Section
5(a), the following provisions shall be applicable:

          (i) In case of the  issuance  or sale of shares of Common  Stock for a
consideration  part or all of  which  shall  be  cash,  the  amount  of the cash
consideration,  shall be deemed to be the amount of cash received by the Company
for such shares  (or,  if shares of Common  Stock are offered by the Company for
subscription,  the subscription price, or, if either of such securities shall be
sold to  underwriters  or dealers  for public  offering  without a  subscription
price, the public offering price,  before  deducting  therefrom any compensation
paid or  discount  allowed  in the sale,  underwriting  or  purchase  thereof by
underwriters  or  dealers  or  other  persons  or  entities  performing  similar
services) less any amounts payable to the security holders or their  affiliates,
including,  without limitation,  any employment agreement,  royalty,  consulting
agreement,  covenant  not to compete,  earnout or  contingent  payment  right or
similar  arrangement,  agreement or understanding,  whether oral or written; all
such amounts shall be valued at the aggregate amount payable  thereunder whether
such  payments  are absolute or  contingent  and  irrespective  of the period or
uncertainty of payment,  the rate of interest,  if any, or the contingent nature
thereof.

          (ii) In case of the  issuance or sale of shares of Common  Stock for a
consideration  part or all of which shall be other than cash,  the amount of the
consideration  therefor  other than cash shall be deemed to be the value of such
consideration  as  determined  in good  faith by the Board of  Directors  of the
Company,  whose good faith  determination  shall be described in a resolution of
the Board of Directors.

          (iii)   Shares  of  Stock   issuable  by  way  of  dividend  or  other
distribution on any capital stock of the Company (other than Common Stock) shall
be deemed to have been issued  immediately  after the opening of business on the
day following the record date for the determination of stockholders  entitled to
receive  such  dividend or other  distribution  and shall be deemed to have been
issued without consideration.

          (iv) The  reclassification  of  securities  of the Company  other than
shares of Common Stock into securities including shares of Common Stock shall be
deemed to involve the issuance of such shares of Stock for  consideration  other
than cash  immediately  prior to the close of business on the date fixed for the
determination of security holders entitled to receive such shares, and the value
of the  consideration  allocable to such shares of Stock shall be  determined as
provided in Section 5(a)(ii).

                                       5
<PAGE>

     (b) Options,  Rights, Warrants and Convertible and Exchangeable Securities.
In case the  Company  shall at any time  after the date  hereof  issue  options,
rights or warrants to  subscribe  for shares of Stock,  or issue any  securities
convertible into or exchangeable  for shares of Stock,  for a consideration  per
share less than the Exercise Price in effect  immediately  prior to the issuance
of  such  options,   rights,   warrants  or  such  convertible  or  exchangeable
securities,  or without consideration,  the Exercise Price in effect immediately
prior to the issuance of such options,  rights,  warrants or such convertible or
exchangeable  securities,  as the  case  may be,  shall  be  reduced  to a price
determined by making a computation in accordance  with the provisions of Section
5(a) hereof,  provided that the aggregate  maximum number of shares of Stock, as
the case may be, issuable under such options, rights or warrants shall be deemed
to be issued and  outstanding at the time such options,  rights or warrants were
issued,  for a  consideration  equal to the  minimum  purchase  price  per share
provided for in such options,  rights or warrants at the time of issuance,  plus
the  consideration  (determined in the same manner as consideration  received on
the issue or sale of shares in  accordance  with the terms of the  Warrant),  if
any, received by the Company for such options, rights or warrants. The aggregate
maximum  number of shares of Stock  issuable upon  conversion or exchange of any
convertible  or  exchangeable  securities  shall  be  deemed  to be  issued  and
outstanding at the time of issuance of such securities,  and for a consideration
equal to the  consideration  (determined  in the same  manner  as  consideration
received on the issue or sale of shares of Stock in accordance with the terms of
the  Warrant)  received  by the Company  for such  securities,  plus the minimum
consideration, if any, receivable by the Company upon the conversion or exchange
thereof. If any change shall occur in the price per share provided for in any of
the options, rights or warrants referred to in this subsection,  or in the price
per  share  at  which  the  securities   referred  to  in  this  subsection  are
exchangeable,  such options,  rights or warrants or exchange rights, as the case
may be,  shall be deemed to have  expired  or  terminated  on the date when such
price  change  became  effective  in respect to shares  not  theretofore  issued
pursuant to the exercise or exchange thereof, and the Company shall be deemed to
have issued  upon such date new  options,  rights or  warrants  or  exchangeable
securities at the new price in respect of the number of shares issuable upon the
exercise of such  options,  rights or warrants or the  conversion or exchange of
such exchangeable securities.

     (c) Subdivision and Combination.  If the Company at any time subdivides (by
any   stock   split,   stock   dividend,    recapitalization,    reorganization,
reclassification  or  otherwise)  the  shares of Stock  subject  to  acquisition
hereunder  into a greater number of shares,  then,  after the date of record for
effecting such  subdivision,  the Exercise Price in effect  immediately prior to
such  subdivision  will be  proportionately  reduced and the number of shares of
Common  Stock  subject to  acquisition  upon  exercise of this  Warrant  will be
proportionately increased. If the Company at any time combines (by reverse stock
split,  recapitalization,  reorganization,  reclassification  or otherwise)  the
shares of Stock subject to acquisition hereunder into a lesser number of shares,
then,  after the date of record for  effecting  such  combination,  the Exercise
Price in effect  immediately  prior to such combination will be  proportionately
increased and the number of shares of Common Stock subject to  acquisition  upon
exercise of this Warrant will be proportionately decreased.

     (d) Merger or  Consolidation.  In case of any  consolidation of the Company
with,  or merger of the Company  into any other  corporation,  or in case of any
sale or  conveyance  of all or  substantially  all of the assets of the  Company

                                       6
<PAGE>

other than in  connection  with a plan of complete  liquidation  of the Company,
then  as a  condition  of such  consolidation,  merger  or  sale or  conveyance,
adequate  provision  will be made  whereby the  Registered  Holder will have the
right to acquire and receive upon exercise of this Warrant in lieu of the shares
of Common Stock immediately theretofore subject to acquisition upon the exercise
of this Warrant, the greatest number or amount of shares of stock, securities or
assets as may be issued or payable with respect to or in exchange for the number
of shares of Common Stock  immediately  theretofore  subject to acquisition  and
receivable upon exercise of this Warrant had such consolidation,  merger or sale
or  conveyance  not taken  place.  In any such case,  the Company  will make all
necessary or appropriate lawful provisions to ensure that the provisions of this
Warrant  including the Exercise Price will thereafter be applicable as nearly as
may be in relation to any shares of stock or securities  thereafter  deliverable
upon  the  exercise  of this  Warrant.  The  Company  will not  effect  any such
consolidation,   merger,   amalgamation,   reorganization  or  reclassification,
conveyance,  sale, transfer or lease,  unless prior to the consummation  thereof
the  successor  corporation  (if other  than the  Company)  resulting  from such
consolidation,  merger or sale or conveyance, shall assume by written instrument
executed and mailed or delivered  to each  Registered  Holder of the Warrants at
the last  address of such  holder  appearing  on the books of the  Company,  the
obligation  to assume the Warrant and upon exercise  deliver to such  Registered
Holder such shares of stock,  securities  or assets as, in  accordance  with the
foregoing provisions, such Registered Holder may be entitled to receive.

     (e)  Adjustment  for  Reorganization  or  Recapitalization.  If, while this
Warrant  remains  outstanding  and has not  been  exercised,  there  shall  be a
reorganization or recapitalization (other than a combination,  reclassification,
exchange or subdivision of shares otherwise provided for in this Section 5), all
necessary or appropriate  lawful provisions shall be made so that the Registered
Holder shall  thereafter  be entitled to receive upon  exercise of this Warrant,
the greatest  number of shares of stock or other  securities  or property that a
holder of the class of  securities  deliverable  upon  exercise of this  Warrant
would have been entitled to receive in such  reorganization or  recapitalization
if this Warrant had been exercised  immediately prior to such  reorganization or
recapitalization,  all subject to further adjustment as provided in this Section
5. If the per share  consideration  payable  to the  Registered  Holder for such
class of securities in connection  with any such  transaction is in a form other
than cash or marketable  securities,  then the value of such consideration shall
be determined in good faith by the Company's  Board of Directors.  The foregoing
provisions of this paragraph shall similarly apply to successive reorganizations
or  recapitalizations  and to the stock or securities  of any other  corporation
that are at the time receivable  upon the exercise of this Warrant.  Appropriate
adjustment  shall be made in the  application  of the provisions of this Warrant
(including adjustment of the Exercise Price and number of shares into which this
Warrant  is then  exercisable  pursuant  to the  terms  and  conditions  of this
Warrant) with respect to the rights and interests of the Registered Holder after
the  transaction,  to the end  that  the  provisions  of this  Warrant  shall be
applicable  after that event,  as near as reasonably  may be, in relation to any
shares or other property  deliverable or issuable  after such  transaction  upon
exercise of this Warrant.

     (f) Notice of  Adjustment.  Upon the occurrence of any event which requires
any  adjustment  of the  Exercise  Price or the  number of shares for which this
Warrant is exercisable, then and in each such case the Company shall give notice

                                       7
<PAGE>

thereof to the  Registered  Holder,  which notice shall state the Exercise Price
resulting  from such  adjustment  and the increase or  decrease,  if any, in the
number of Warrant Shares purchasable at such price upon exercise,  setting forth
in  reasonable  detail the method of  calculation  and the facts upon which such
calculation is based.

     (g)  Adjustment  in Number of  Securities  and  Exercise  Price.  Upon each
adjustment of the Exercise  Price  pursuant to the provisions of this Section 5,
the number of  securities  issuable  upon the exercise of each Warrant  shall be
adjusted  to the  nearest  full  amount  by  multiplying  a number  equal to the
Exercise Price in effect  immediately  prior to such adjustment by the number of
Warrant Shares issuable upon exercise of the Warrants  immediately prior to such
adjustment and dividing the product so obtained by the adjusted  Exercise Price.
To the extent  permitted  by  applicable  law, the Company from time to time may
decrease  the  Exercise  Price or  increase  the number of shares for which this
Warrant shall be  exercisable  by any amount for any period of time if the Board
of  Directors  shall have made a  determination  that such  decrease or increase
would be in the best  interests of the  Company,  which  determination  shall be
conclusive.

     (h)  Definition  of Stock.  For the  purpose  of this  Agreement,  the term
"Stock"  shall  mean (i) the class of stock  designated  as Common  Stock in the
Amended and Restated  Articles of Incorporation of the Company as may be amended
as of the  date  hereof,  or (ii)  any  other  class  of  stock  resulting  from
successive  changes  or  reclassifications  of such Stock  consisting  solely of
changes in par value, or from par value to no par value, or from no par value to
par value.

     (i) Other  Definitions.  For the  purpose  of any  computation  under  this
Section 5 the "Market Price" shall be with respect to any day (i) the average of
the closing bid and asked share  prices  quoted for the Common Stock on the NASD
Over-the-Counter  Bulletin  Board  for the ten  (10)  Trading  Days  immediately
preceding  such date or (ii) if the  Common  Stock is then  traded on a national
securities  exchange or The Nasdaq  Stock Market or, the average of the high and
low sale prices of the Common Stock  reported on The Nasdaq Stock Market or such
national securities exchange for the ten (10) Trading Days immediately preceding
such date. If the Market Price cannot be calculated as of such date on either of
the  foregoing  bases,  the  Market  Price  shall  be the fair  market  value as
determined on a reasonable  basis and in good faith by the Board of Directors of
the Company. When used with respect to any issuance or distribution, the date of
measurement  of the  Market  Price  shall be the first  date on which the Common
Stock trades in the applicable securities market or on the applicable securities
exchange  without the right to receive such issuance or  distribution.  "Trading
Day" shall mean a day during which trading in securities generally occurs in the
applicable securities market or on the principal securities exchange or bulletin
board on which the Common Stock is then traded, listed or quoted.

     (j) No Adjustment of Exercise Price in Certain Cases.  No adjustment of the
Exercise Price shall be made:

                                       8
<PAGE>

          (i) Upon  issuance or sale of this Warrant or Warrant  Shares,  or the
other  Warrants and Warrant Shares issued in connection  herewith,  or shares of
Common Stock issuable upon exercise of other options,  warrants and  convertible
securities outstanding as of the date hereof.

          (ii) Upon the issuance or sale of any shares of capital stock,  or the
grant of options or warrants exercisable therefor,  issued or issuable after the
date  of  this  Warrant,  to  directors,   officers,   employees,  advisers  and
consultants  of the  Company or any  subsidiary  pursuant  to any  incentive  or
non-qualified stock option plan or agreement,  stock purchase plan or agreement,
stock restriction  agreement or restricted stock plan,  employee stock ownership
plan, consulting agreement,  stock appreciation right, stock depreciation right,
bonus stock arrangement,  or such other similar compensatory options, issuances,
arrangements, agreements or plans approved by the Board of Directors.

          (iii) Upon the issuance of any shares of capital stock or the grant of
warrants or options (or the exercise  thereof) as  consideration  in a bona fide
business  acquisition  or strategic  transaction  by the Company,  other than in
connection with a financing transaction.

          (iv) Upon the  issuance of any shares of capital  stock to satisfy (a)
interest or dividend  obligations on the Company's  preferred  stock existing on
the date hereof;  or (b) obligations to pay penalties for failure to comply with
registration requirements.

     (k) Minimum Adjustment. If the amount of said adjustment shall be less than
one cent ($0.01) per security issuable upon exercise of this Warrant,  provided,
however,  that in such case any adjustment that would otherwise be required then
to be made  shall  be  carried  forward  and  shall  be made at the  time of and
together with the next subsequent adjustment which, together with any adjustment
so carried  forward,  shall  amount to at least one cent  ($0.01)  per  security
issuable upon exercise of this Warrant.

     (l)  Payment of Taxes.  The  Company  will pay all taxes  (other than taxes
based upon income or other  taxes  required by law to be paid by the holder) and
other  governmental  charges  that may be imposed  with  respect to the issue or
delivery of shares of Common Stock upon exercise of this Warrant,  excluding any
tax or other charge  imposed in  connection  with any  transfer  involved in the
issue and  delivery of shares of Common Stock in a name other than that in which
this Warrant so exercised was registered.

6.   No Impairment. The C ompany  will  not, by  amendment  of  its  Amended and
Restated   Articles   of   Incorporation   or   through   any    reorganization,
recapitalization,   sale  or   transfer   of  assets,   consolidation,   merger,
dissolution, issue or sale of securities or any other voluntary action, avoid or
seek to avoid the  observance or performance of any of the terms of this Warrant
but will at all times in good  faith  carry out all such terms and take all such
actions as may be reasonably  necessary or  appropriate  in order to protect the
rights  herein  of  the  holder  of  this  Warrant  against  dilution  or  other
impairment.

                                       9
<PAGE>

7.   Liquidating  Dividends  and  Other  Distributions.  If  the  Company pays a
dividend or makes a distribution  on the Common Stock payable  otherwise than in
cash out of earnings or earned surplus  (determined in accordance with generally
accepted accounting principles) except for a stock dividend payable in shares of
Common  Stock  (a  "Liquidating  Dividend")  or  otherwise  distributes  to  its
stockholders  any  assets,   properties,   rights,   evidence  of  indebtedness,
securities  whether  issued by the Company or by another,  or any other thing of
value,  then the Company will pay or distribute to the Registered Holder of this
Warrant,  upon the exercise hereof,  in addition to the Warrant Shares purchased
upon such  exercise,  either or both of, as the case may be (i) the  Liquidating
Dividend that would have been paid to such Registered  Holder if he had been the
owner of record of such Warrant Shares  immediately prior to the date on which a
record is taken for such  Liquidating  Dividend  or, if no record is taken,  the
date as of which the record  holders of Common Stock  entitled to such dividends
or distribution are to be determined and (ii) the same property, assets, rights,
evidences  of  indebtedness,  securities  or any other  thing of value  that the
Registered  Holder  would  have been  entitled  to  receive  at the time of such
distribution  as if the Warrant  had been  exercised  immediately  prior to such
distribution.

8.   Redemption. This Warrant may be redeemed by the Company, in  whole but  not
in part, at its sole option,  commencing  December __, 2004,  upon not less than
twenty (20) business days' prior written notice as provided in Section 12 hereof
("Redemption Notice") to the Registered Holder, at the redemption price of $0.01
per share for every share of Common Stock  purchasable  upon exercise  hereof at
the time of such  redemption,  if the last sale price of a share of Common Stock
is at least $3.00 for the 10 consecutive trading days ending on the day prior to
the day on which notice of redemption  is given to the  Registered  Holder.  The
sending  of the  Redemption  Notice  shall not affect  the  Registered  Holder's
ability to exercise the Warrant at any time prior to the date of redemption.  On
and  after  the date of  redemption,  the  holder  shall  only have the right to
receive $0.01 per share of Common Stock  purchasable upon exercise hereof at the
time of such redemption.

9.   Notices of Record Date, Etc. In case:

     (a) the Company  shall take a record of the holders of its Common Stock (or
other stock or  securities  at the time  deliverable  upon the  exercise of this
Warrant) for the purpose of  entitling or enabling  them to receive any dividend
or other distribution,  or to receive any right to subscribe for or purchase any
shares of stock of any class or any other  securities,  or to receive  any other
right; or of any capital  reorganization of the Company, any reclassification of
the capital  stock of the Company,  any  consolidation  or merger of the Company
with or into another  corporation (other than a consolidation or merger in which
the Company is the surviving  entity),  or any transfer of all or  substantially
all  of  the  assets  of  the  Company;  or  of  the  voluntary  or  involuntary
dissolution,  liquidation  or winding-up of the Company,  then, and in each such
case,  the Company will mail or cause to be mailed to the  Registered  Holder of
this  Warrant a notice  specifying,  as the case may be, (i) the date on which a
record is to be taken for the purpose of such dividend,  distribution  or right,
and stating the amount and character of such dividend, distribution or right, or
(ii)  the  effective  date  on  which  such  reorganization,   reclassification,
consolidation,  merger, transfer,  dissolution,  liquidation or winding-up is to
take  place,  and the time,  if any is to be fixed,  as of which the  holders of
record  of  Common  Stock  (or  such  other  stock  or  securities  at the  time

                                       10
<PAGE>

deliverable  upon the  exercise of this  Warrant)  shall be entitled to exchange
their shares of Common Stock (or such other stock or securities)  for securities
or  other  property  deliverable  upon  such  reorganization,  reclassification,
consolidation,  merger, transfer,  dissolution,  liquidation or winding-up.  The
Company will cause such notice to be mailed at least twenty (20)  business  days
prior to the  record  date or  effective  date for the event  specified  in such
notice unless such prior notice is waived by the Registered Holder.

10.   No Rights of Stockholders.  Subject to other Sections of this Warrant, the
Registered  Holder  shall not be  entitled  to vote,  to  receive  dividends  or
subscription  rights, nor shall anything contained herein be construed to confer
upon the Registered  Holder,  as such, any of the rights of a stockholder of the
Company,  including  without  limitation  any right to vote for the  election of
directors  or upon any matter  submitted  to  stockholders,  to give or withhold
consent to any corporate action (whether upon any recapitalization,  issuance of
stock,  reclassification  of stock, change of par value or change of stock to no
par value, consolidation, merger, conveyance, or otherwise), to receive notices,
or otherwise, until the Warrant shall have been exercised as provided herein.

11.   Replacement of Warrant. Upon receipt of evidence  reasonably  satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant and
(in the case of loss,  theft  or  destruction)  upon  delivery  of an  indemnity
agreement reasonably satisfactory to the Company, or (in the case of mutilation)
upon surrender and cancellation of this Warrant, the Company will issue, in lieu
thereof,  a new Warrant of like tenor.

12.   Mailing of  Notices,  Etc.

          (i) All  notices,  requests,  consents,  and other  communications  in
connection  with this Warrant shall be in writing and shall be deemed  delivered
(i) three (3) business days after being sent by  registered  or certified  mail,
return receipt requested, postage prepaid, (ii) one (1) business day after being
sent via a reputable  overnight  courier service  guaranteeing next business day
delivery  in the  Holder's  country  or  region,  or (iii) on actual  receipt if
delivered by  telecopier,  in each case  delivery  shall be made to the intended
recipient as set forth below: If to the Company:

             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)


             With a copy to:

                                       11


<PAGE>

             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)


             If to the Registered Holder:

             To the address set forth in the Warrant Register
             as described in Section 4 hereof

          (ii) All  notices  and other  communications  from the  Company to the
Registered  Holder of this Warrant shall be (x) mailed by first-class  certified
or registered mail, postage prepaid, and (y) sent by telecopier delivery, to the
address and  telecopier  number  furnished to the Company in writing by the last
Registered  Holder of this  Warrant who shall have  furnished  an address to the
Company in writing.  In the case of a Redemption  Notice  pursuant to Section 8,
such notice shall be provided by (x) telecopier delivery and (y) courier or hand
delivery,  and not by first class  certified or  registered  mail as  prescribed
above. All notices and other  communications  from the Registered Holder of this
Warrant or in connection  herewith to the Company shall be mailed by first-class
certified or registered mail, postage prepaid, to the Company's office set forth
above.  If the Company  should at any time change the location of its  principal
office to a place  other  than as set forth  below,  then it shall  give  prompt
written  notice to the  Registered  Holder of this  Warrant and  thereafter  all
references  in this  Warrant  to the  location  of its  principal  office at the
particular time shall be as so specified in such notice.

13.  Change or Waiver. Any term of this Warrant may be changed or waived only by
an instrument in writing signed by the party against which enforcement of the
change or waiver is sought.

14.  Headings. The headings in this Warrant are for  purposes of  reference only
and shall not limit or  otherwise  affect the meaning of any  provision  of this
Warrant.

15.   Severability. If any provision of this Warrant shall be held to be invalid
and  unenforceable,  such  invalidity or  unenforceability  shall not affect any
other provision of this Warrant.

16.   Governing  Law  and  Submission  to  Jurisdiction.  This  Warrant  will be
governed by and construed in  accordance  with the laws of the State of New York
without regard to principles of conflict or choice of laws of any  jurisdiction.
The parties hereby agree 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  New  York,  and  irrevocably   submit  to  such
jurisdiction, which jurisdiction shall be exclusive.

17.   Certificate.  Upon  request by the Registered Holder of this Warrant,  the
Company  shall  promptly  deliver to such holder a  certificate  executed by its
President  or  Chief  Financial  Officer  setting  forth  the  total  number  of
outstanding  shares of capital stock,  convertible debt instruments and options,
rights,  warrants or other  agreements  relating to the purchase of such capital
stock or  convertible  debt  instruments,  together with its  calculation of the

                                       12
<PAGE>


number of shares remaining available for issuance upon exercise of this Warrant,
and a certificate of the accuracy of the statements set forth therein.

18.   Supplements and Amendments. The Company and the Registered Holder may from
time to time supplement or amend this Warrant in order to cure any ambiguity, to
correct or supplement any provision  contained  herein which may be defective or
inconsistent  with any  provision  herein,  or to make any other  provisions  in
regard to matters or  questions  arising  hereunder  which the  Company  and the
Holder may deem necessary or desirable.

19.   Successors. All the covenants and provisions of this Warrant shall be
binding upon and inure to the benefit of the Company and the  Registered  Holder
and their  respective  successors and assigns  hereunder.

20.   Benefits of this Warrant.  Nothing in this Warrant  shall be  construed to
give to any  person,  entity  or  corporation  other  than the  Company  and the
Registered  Holder of the  Warrant  Certificate  any legal or  equitable  right,
remedy or claim under this  Warrant;  and this Warrant shall be for the sole and
exclusive  benefit  of the  Company  and the  Registered  Holder of the  Warrant
Certificate.


                                       13
<PAGE>


     IN WITNESS WHEREOF, VITAL LIVING, INC. has caused this Warrant to be signed
by its duly authorized  officers under its corporate seal and to be dated on the
day and year first written above.

                             VITAL LIVING, INC.


                             By:_________________________________
                             Name: Stuart A. Benson
                             Title:   President


                                       14

<PAGE>
                                     ANNEX A

                             NOTICE OF EXERCISE FORM

To:                                                     Dated:


     In  accordance  with the  Warrant  enclosed  with this Form of  Election to
Purchase,  the undersigned hereby  irrevocably elects to purchase  _____________
shares of common stock  ("Common  Stock"),  $.001 par value per share,  of Vital
Living, Inc.  ("Company") and encloses herewith $________ in cash,  certified or
official bank check or checks or other  immediately  available funds,  which sum
represents  the  aggregate  Exercise  Price (as defined in the  Warrant) for the
number of shares of Common  Stock to which  this Form of  Election  to  Purchase
relates,  together with any applicable taxes payable by the undersigned pursuant
to the Warrant.

                                       or

     In  accordance  with the  Warrant  enclosed  with this Form of  Election to
Purchase,  the undersigned hereby  irrevocably  elects to purchase  ____________
shares of common stock  ("Common  Stock"),  $.001 par value per share,  of Vital
Living, Inc. ("Company") by surrender of the unexercised portion of the attached
Warrant (with a "Market Value" of $____).

     The  undersigned  hereby  represents,  warrants  to, and agrees  with,  the
Company that:

          (i) He is  acquiring  the  Warrant  Shares for his own account and not
     with a view towards the distribution thereof;

          (ii) He has received a copy of all reports and  documents  required to
     be filed by the Company  with the  Commission  pursuant  to the  Securities
     Exchange Act of 1934, as amended, within the last 12 months and all reports
     issued by the Company to its stockholders;

          (iii)  He  understands  that he must  bear  the  economic  risk of the
     investment  in the  Warrant  Shares,  which  cannot be sold unless they are
     registered  under  the  Securities  Act of  1933  (the  "1933  Act")  or an
     exemption  therefrom is available  thereunder and that the Company is under
     no obligation to register the Warrant Shares for sale under the 1933 Act;

          (iv) He is aware that the  Company  shall place stop  transfer  orders
     with its transfer  agent against the transfer of the Warrant  Shares in the
     absence of  registration  under the 1933 Act or an  exemption  therefrom as
     provided herein;

                                    Signature:
                                    Address:



<PAGE>


                                     ANNEX B

                                 ASSIGNMENT FORM

          FOR VALUE  RECEIVED,  _________________________________  hereby sells,
     assigns  and  transfers  all of the  rights  of the  undersigned  under the
     attached  Warrant  with  respect  to the  number of shares of Common  Stock
     covered thereby set forth below, unto:

Name of Assignee               Address                        No. of Shares







                                      Dated:

                                      Signature:

                                      Dated:

                                      Witness: