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: October 28, 2003

                               VITAL LIVING, INC.
                             Stock Purchase Warrant
                          (Void after October 27, 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 the fifth (5th)
anniversary  of the Date of Issuance  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 $___ 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 on the signature  page hereto,  or at such other
office or  agency as the  Company  may  designate  in  writing  (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(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(c)  hereof  shall be deemed to have become the holder or
holders of record of the Warrant Shares represented by such certificates.

          (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
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  shares  of  Common  Stock
underlying the Warrants 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,

<PAGE>

or, in case no such  reported  sale takes place on such day,  the average of the
last reported sale prices for the last three (3) 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.

     2. Shares to be Fully Paid;  Reservation of Shares.  The Company  covenants
and agrees 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
validly issued,  fully paid and  nonassessable,  and free from preemptive rights
and free from all taxes,  liens and charges  with respect  thereto.  The Company
further  covenants  and agrees  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 reserve, 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.

     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.

     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.
<PAGE>

     (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 with the  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.

     (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 its Stock (as defined in Section  5(g)),  other than the  issuances or
sales  referred to in Section 5(h) 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 Stock outstanding immediately prior to such
issuance or sale, plus (Y) the aggregate of the amount of all consideration,  if
any, received by the Company upon such issuance or sale, by (B) the total number
of  shares  of  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,  except  in  the  case  of  a
combination of outstanding shares of Stock, as provided by Section 5(c) hereof.

     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.

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

          (ii)  In case  of the  issuance  or sale  of  shares  of  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 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), or any expenses incurred in connection therewith and less any amounts
payable  to  security  holders  or any  affiliate  thereof,  including,  without

<PAGE>

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.

(iii) In case of the  issuance  or sale  (otherwise  than as a dividend or other
distribution on any stock of the Company) of shares of 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.

          (iv) Shares of Stock issuable by way of dividend or other distribution
on any  capital  stock  of the  Company  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.

          (v)  The  reclassification  of  securities  of the Company  other than
shares of Stock into  securities  including  shares of 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(v).

          (vi) The number of shares of Stock at any one time  outstanding  shall
include  the  aggregate  number  of  shares  issued  or  issuable   (subject  to
readjustment  upon  the  actual  issuance  thereof)  upon the  exercise  of then
outstanding  options,   rights,   warrants,  and  convertible  and  exchangeable
securities.

     (b) Options, Rights, Warrants and Convertible and Exchangeable Securities.

          (i) 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:

          (ii) 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



<PAGE>

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 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  smaller  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
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, such 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  appropriate  provision to insure
that the  provisions  of this Section 5 hereof 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.

     (e) Notice of  Adjustment.  Upon the occurrence of any event which requires
any  adjustment  of the Exercise  Price,  then and in each such case the Company
shall give notice thereof to the Registered Holder, which notice shall state the
Exercise Price resulting from such  adjustment and the increase or decrease,  if

<PAGE>

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.

     (f)  Adjustment  in  Number of  Securities.  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.

     (g)  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.

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

          (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 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 (ESOP),
consulting  agreement,  stock appreciation right (SAR), stock depreciation right
(SDR),  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  for  mergers,
acquisitions,  strategic alliances and other commercial transactions, other than
in connection with a financing transaction.

          (iv) If the  amount  of said  adjustment  shall be less than two cents
($0.02) 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 two cents ($0.02) per security  issuable upon
exercise of this Warrant.

<PAGE>

     6. No  Impairment.  The Company  will not, by  amendment  of its charter or
through reorganization,  consolidation,  merger, dissolution,  sale of assets 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  carry out all such
terms and take all such action as may be reasonably  necessary or appropriate in
order to protect the rights of the holder of this Warrant against impairment.

     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 (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 or (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. 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
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 use its  reasonable  best efforts to cause such notice to be mailed
at least ten (10) 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.

<PAGE>

     9. 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.

     10.   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.

     11. Mailing of Notices,  Etc. All notices and other communications from the
Company to the Registered  Holder of this Warrant shall be mailed by first-class
certified or registered mail,  postage prepaid,  to the address 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.  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 at its principal office set forth below.
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.

     12.  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.

     13.  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.

     14.  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.
<PAGE>

     15.  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.

     16. 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
number of shares remaining available for issuance upon exercise of this Warrant,
and a certificate of the accuracy of the statements set forth therein.

     17.  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.

     18.  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.

     19. 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.

     20.   Counterparts.   This  Warrant  may  be  executed  in  any  number  of
counterparts and each such counterpart shall for all purposes be deemed to be an
original,  and such counterparts shall together  constitute but one and the same
instrument.



<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

                           Principal Office:      5080 North 40th Street
                                                  Suite 105
                                                  Phoenix, AZ 85018
                                                  Telecopier No.: (602) 952-7129



<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: