THIS PROMISSORY NOTE AND THE SECURITIES  OBTAINABLE UPON CONVERSION  HEREOF
     (COLLECTIVELY,  THE  "SECURITIES")  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
     SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"),  OR THE SECURITIES  LAWS OF
     ANY STATE. THE SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED
     EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH ACT AND
     APPLICABLE  STATE  SECURITIES  LAWS OR PURSUANT TO AN APPLICABLE  EXEMPTION
     FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.


                         SENIOR SECURED CONVERTIBLE NOTE


U.S. $_______                                                December ___, 2003

     FOR  VALUE  RECEIVED,   Vital  Living,  Inc.,  a  Nevada  corporation  (the
"Company"),  hereby promises to pay to the order of _____________ (the "Lender")
the principal amount of ______________  ($_____________) Dollars (the "Principal
Amount"), together with all accrued but unpaid interest on this Note on December
__, 2008  [fifth  anniversary  of closing]  (the  "Maturity  Date"),  subject to
conversion as provided  herein.  The outstanding  Principal  Amount of this Note
shall bear interest at the rate of twelve  percent  (12%) per annum  (calculated
daily on the basis of a 360-day year and actual  calendar days elapsed)  payable
semi-annually  beginning  June __,  2004  and  thereafter  on each  June ___ and
December ___.  Interest at the rate of eight percent (8%) per annum will be paid
in cash and the  balance  of four  percent  (4%) per annum  may be paid,  at the
Company's sole option, either in cash or in fully paid and non-assessable shares
of the Company's common stock, $0.001 par value per share ("Common Stock").  If,
to the extent permitted hereunder,  the Company issues shares of Common Stock to
pay the interest due under this Note ("Interest  Shares"),  such shares shall be
valued at the  average  of the last sales  price of the Common  Stock for the 10
Trading Days ended five  business  days prior to the relevant  interest  payment
date.

     The first two interest payments to be made under this Note (payments due on
June ___, 2004 and December ___,  2004) have been placed in an interest  bearing
escrow account pursuant to that certain escrow  agreement,  dated as of the date
hereof, between the Company and Graubard Miller, as escrow agent.

     Both the Principal  Amount and all accrued interest shall be paid in lawful
money of the United States of America and/or, to the extent permitted hereunder,
Interest  Shares to the Lender at  __________________________,  or at such other
address as the  Lender may  designate  by notice in writing to the  Company,  in
immediately available funds.

     If any payment hereunder falls due on a Saturday,  Sunday or legal holiday,
it shall be payable on the next succeeding business day and such additional time
shall be included in the computation of interest.

<PAGE>

     The  Company  may redeem  this Note,  in whole but not in part,  commencing
December ___, 2004,  upon not less than twenty (20) business days' prior written
notice to the Lender as described in Section 13 hereof ("Redemption  Notice") at
the Principal Amount,  without premium or penalty, but with all interest accrued
up until  the date of  prepayment,  provided  that the last  sales  price of the
Common  Stock is at least $3.00 for the ten (10)  consecutive  Trading  Days (as
defined in  Section  5(g),  below)  ending the day prior to the day on which the
Redemption  Notice is sent to the Lender.  The sending of the Redemption  Notice
shall not affect the  Lender's  ability to convert the Note at any time prior to
the date set for redemption.

     This Note is one of a series of Senior Secured  Convertible  Notes ("Senior
Notes" or  "Notes")  containing  substantially  identical  terms and  conditions
issued  pursuant  to  a  Securities  Purchase  Agreement  ("Securities  Purchase
Agreement"),  dated  the  date  hereof,  by and  between  the  Company  and  the
Investors.  This Note is  entitled  to the  benefits  of that  certain  Security
Agreement  ("Security  Agreement"),  dated as of the date  hereof,  between  the
Company and Lender covering certain collateral  ("Collateral").  The issuance of
this Note and the granting of the  security  interest in the  Collateral  to the
Lender pursuant to the Security Agreement are intended by the Company and Lender
to be a contemporaneous exchange for new value given by Lender to the Company in
an amount equivalent to the value given by the Company to Lender. Terms used but
not  defined  herein  shall  have  their  respective  meanings  assigned  in the
Securities Purchase Agreement and/or Security Agreement. The Security Agreement,
the Uniform Commercial Code Financing  Statements to be filed in connection with
the Security Agreement and any and all other documents executed and delivered by
the  Company to Lender  under  which  Lender is  granted  liens on assets of the
Company are collectively referred to as the "Security Documents."

     The shares of Common Stock into which this Note may be convertible, as well
as the Interest  Shares,  are also  referred to in, and entitled to the benefits
of,  that  certain  registration  rights  agreement  between the Company and the
Lender of even date herewith (the "Registration Rights Agreement").

     1. Ranking.

     (a) The  indebtedness  evidenced by the Senior Notes and the payment of the
Principal Amount and interest  thereof shall be Senior (as hereinafter  defined)
to, and have priority in right of payment over, all indebtedness of the Company.
"Senior"  shall be  deemed to mean  that,  in the  event of any  default  in the
payment  of  the  obligations   represented  by  the  Senior  Notes  or  of  any
liquidation,  insolvency,  bankruptcy,  reorganization,  or similar  proceedings
relating to the Company,  all sums payable on the Senior  Notes,  shall first be
paid in full,  with interest,  if any, before any payment is made upon any other
indebtedness,  now outstanding or hereinafter incurred,  and, in any such event,
any payment or  distribution  of any character which shall be made in respect of
any other  indebtedness  of the  Company,  shall be paid over to the Lenders for
application to the payment hereof,  unless and until all  obligations  under the
Senior  Notes  (which  shall mean the  Principal  Amount  and other  obligations
arising out of, premium, if any, accrued interest on, and any costs and expenses
payable under, the Senior Notes) shall have been paid and satisfied in full.

                                       2
<PAGE>

     (b) The Company may not incur any additional indebtedness senior to or pari
passu with this Note without the prior approval of the Lenders  representing  at
least fifty percent (50%) of the principal amount of the Notes then outstanding;
provided,  however,  that the Company may  arrange a financing  secured  only by
accounts receivable and inventory, as described in the Security Agreement.

     2. Conversion.

     (a) Conversion. The Principal Amount of this Note shall be convertible,  in
whole but not in part, at any time, at the election of the Lender,  into validly
issued,  fully paid and  non-assessable  shares of Common  Stock,  free from all
liens,  duties  and  charges  arising  out of or by reason of the issue  thereof
(including,  without  limitation,  in respect of taxes). The number of shares of
Common  Stock to be issued upon such  conversion  shall be equal to the quotient
obtained  by  dividing  (i) the  principal  amount  of the  Note  by (ii)  $1.00
("Conversion  Price"),  subject to any  adjustments  pursuant  to Section 5. Any
fraction of a share resulting from these calculations shall be rounded upward to
the whole share.

     (b)  Mechanics  and Effect of  Conversion.  To exercise a  Conversion,  the
Lender  shall  surrender  its  Note,  duly  endorsed,  together  with a  written
conversion notice to the Company at its principal  office.  At its expense,  the
Company  will,  as soon as  practicable  thereafter,  issue and  deliver to such
Lender,  at its address,  a certificate or certificates for the number of shares
to which such Lender is entitled upon such conversion. This Note shall be deemed
to have been converted immediately prior to the close of business on the date of
giving of such notice and the Lender  shall be treated  for all  purposes as the
record  holder of the Common Stock  deliverable  upon such  conversion as of the
close of business on such date. The Company shall pay the Lender all accrued but
unpaid  interest due hereunder  through the date of conversion,  such payment to
accompany the stock certificate referred to above. In the event that the Company
has sent a  Redemption  Notice and the Lender has  notified  the Company that it
intends to convert its Note but has not properly  tendered  its Note,  either by
reason of a missing Note, improper  endorsement or otherwise,  the Company shall
promptly  notify  the  Lender  and use its best  efforts to assist the Lender to
ensure that the Lender is able to convert prior to redemption, including without
limitation by providing a substitute Note.

     (c) No  Impairment.  The Company  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 to be observed
or  performed  hereunder  by the  Company,  but will at all times in good  faith
assist in the  carrying out of all the  provisions  of this Section 2 and in the
taking  of all such  actions  as may be  necessary  or  appropriate  in order to
protect the  conversion  rights and any other  rights of the Lender of this Note
against dilution or other impairment.

     3.  Reservation of Shares.  The Company shall at all times have  authorized
and reserved for issuance a sufficient  number of shares of its capital stock to
provide  for the full  conversion  of this  Note.  If at any time the  number of
authorized but unissued shares of Common Stock shall not be sufficient to effect
the conversion of this Note, the Company shall take any and all corporate action
as is necessary to increase its authorized  but unissued  shares of Common Stock

                                       3
<PAGE>

to such number of shares as shall be sufficient for such purpose.  All shares of
Common  Stock which shall be so issued shall be validly  issued,  fully paid and
nonassessable,  and free from all liens, duties and charges arising out of or by
reason of the issue thereof (including, without limitation, in respect of taxes)
and,  without  limiting the generality of the foregoing,  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  Conversion Price. The Corporation 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.

     4.  Change of  Control.  In the event of (i) any  transaction  or series of
related  transactions  (including any  reorganization,  merger or consolidation)
that results in the transfer of 50% or more of the  outstanding  voting power of
the Company, (ii) a sale, lease or other disposition of all or substantially all
of the  assets  of the  Company  to  another  person  and (iii) a  voluntary  or
involuntary   dissolution,   liquidation   or  winding  up  of  the  Company  (a
"Fundamental  Event"), the Lender shall have the right to receive, at the option
of the Lender: (A) the outstanding  principal amount of this Note plus an amount
equal to all accrued  but unpaid  interest  to the date of  consummation  of the
transaction  or upon  dissolution or  liquidation,  or (B) the  consideration  a
Lender of the Note  would  receive  if such  Lender  were a holder of the Common
Stock into which such Note were  convertible as of such  Fundamental  Event. The
Company  will  give the  Lender  written  notice of not less  than  twenty  (20)
business days prior to the date of the Fundamental  Event. The occurrence of any
such  event or the  giving of such  notice  shall be  without  prejudice  to the
Lender's right to exercise its rights pursuant to Section 2 up until the date of
consummation  of such  Fundamental  Event.  The  provisions  of Section 2(b) and
Section 13 shall apply to such  notice in all  respects as if such notice were a
Redemption Notice.

     5.  Certain  Adjustments.  The number of shares of Common  Stock into which
this Note may be converted  under  Section 2 shall be subject to  adjustment  in
accordance with the following provisions:

     (a) Adjustment for Reorganization or Recapitalization.  If, while this Note
remains outstanding and has not been converted,  there shall be a reorganization
or  recapitalization  (other than a combination,  reclassification,  exchange or
subdivision  of  shares  otherwise  provided  for  herein),   all  necessary  or
appropriate  lawful provisions shall be made so that the Lender shall thereafter
be entitled to receive upon  conversion  of this Note,  the  greatest  number of
shares of Common  Stock or other  securities  or  property  that a holder of the
class of  securities  deliverable  upon  conversion of this Note would have been
entitled to receive in such  reorganization or recapitalization if this Note had
been converted 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 Lender for such class of  securities in connection
with any such  transaction  is in a form other  than cash or readily  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  conversion  of this Note.  In all events,
appropriate  adjustment  shall be made in the  application  of the provisions of
this Note (including  adjustment of the conversion price and number of shares of

                                       4
<PAGE>

Common Stock into which this Note is then convertible  pursuant to the terms and
conditions  of this Note) with respect to the rights and interests of the Lender
after the  transaction,  to the end that the  provisions  of this Note  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  reorganization  or
recapitalization upon conversion of this Note.

     (b)  Adjustments  for Split,  Subdivision or Combination of Shares.  If the
Company at any time while this Note remains  outstanding and unconverted,  shall
split or subdivide any class of securities into which this Note may be converted
into a greater  number of securities of the same class,  the number of shares of
such class issuable upon conversion of this Note immediately prior to such split
or subdivision shall be  proportionately  increased and the conversion price for
such class of securities shall be proportionately  decreased.  If the Company at
any time  while  this Note,  or any  portion  hereof,  remains  outstanding  and
unconverted  shall combine any class of  securities  into which this Note may be
converted,  into a lesser number of securities of the same class,  the number of
shares of such class issuable upon conversion of this Note immediately  prior to
such combination shall be proportionately decreased and the conversion price for
such class of securities shall be proportionately increased.

     (c)  Adjustments  for Dividends and Other  Distributions  in Stock or Other
Securities or Property.

          (i) In  case  the  Company  shall  pay or  make a  dividend  or  other
distribution  on shares of any class of capital  stock  payable in Common Stock,
the  Conversion  Price in effect at the opening of business on the day following
the date fixed for  determining the entitlement of and holders of any such class
of capital stock entitled to receive such dividend or other  distribution  shall
be reduced by multiplying  such Conversion  Price by a fraction of which (A) the
numerator shall be the number of shares of Common Stock outstanding at the close
of business  on the date fixed for such  determination  and (B) the  denominator
shall be the sum of such  number  of  shares  and the  total  number  of  shares
constituting  such  dividend or other  distribution,  such  reduction  to become
effective  immediately  after the opening of business on the day  following  the
date fixed for such determination.  (For the purposes of determining adjustments
to the Conversion Price as set forth herein,  shares of Common Stock held in the
treasury of the Company,  and  distributions  or  issuances in respect  thereof,
shall be disregarded.)

          (ii) In case the Company shall,  by dividend or otherwise,  distribute
to holders of its Common  Stock  evidences  of  indebtedness,  shares of capital
stock of any class or  series,  other  securities,  cash or assets  (other  than
Common  Stock,  or options,  rights or warrants to subscribe for or purchase any
securities  convertible  into or  exchangeable  for shares of Common Stock, or a
dividend or distribution  payable  exclusively in cash), the Conversion Price in
effect  immediately  prior to the close of  business  on the date  fixed for the
payment of such  distribution  shall be reduced by multiplying  such  Conversion
Price by a fraction  of which (A) the  numerator  shall be the Market  Price (as
defined  below) on the date  fixed for such  payment  less the then fair  market
value (as  determined in good faith by the Board of Directors,  whose good faith
determination  shall be described in a resolution  of the Board of Directors) of
the portion of such evidences of  indebtedness,  shares of capital stock,  other
securities,  cash and assets  distribution per share of Common Stock and (B) the
denominator  shall be such Market  Price,  such  reduction  to become  effective

                                       5
<PAGE>

immediately prior to the opening of business on the day following the date fixed
for such payment. If the Board of Directors  determines the fair market value of
any  distribution  for purposes of this  paragraph by reference to the actual or
when-issued trading market for any securities  comprising such distribution,  it
must in doing so consider the prices in such market over the same period used in
computing the Market Price for such purposes.

     (d) 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 (as defined below), or issue
any  securities  convertible  into or  exchangeable  for shares of Stock,  for a
consideration  per share less than the  Conversion  Price in effect  immediately
prior to the issuance of such options,  rights,  warrants or such convertible or
exchangeable  securities,  or without  consideration,  the  Conversion  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  (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
Conversion  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. For purposes of calculating  (A) and (B), the shares  issuable
and consideration  received upon issuance shall be determined in all respects in
accordance with the terms of Section 5(b) of the Warrant, of like date with this
Note, between the Lender and the Company.

     (e) Additional Shares of Stock. 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(a) -
(d) and (h) hereof, for a consideration per share less than the Conversion Price
in effect  immediately  prior to the issuance or sale of such shares, or without
consideration,  then forthwith upon such issuance or sale, the Conversion  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 Conversion 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 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  Conversion  Price be  adjusted
pursuant to this  computation to an amount in excess of the Conversion  Price in
effect immediately prior to such computation.

     For purposes of any  computation to be made in accordance with Section 5(d)
and 5(e), 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

                                       6
<PAGE>

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(e)(ii).

          (v) For the  purposes of  determining  adjustments  to the  Conversion
Price as set forth  herein,  shares of Common  Stock held in the treasury of the
Company,   and   distributions  or  issuances  in  respect  thereof,   shall  be
disregarded.

     (f)  Definition  of Stock.  For the  purpose  of this  Section  5, 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.

     (g) 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

                                       7
<PAGE>

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.

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

          (i) Upon  issuance  or sale of this Note or  shares  of  Common  Stock
issuable  upon  conversion  of or payment of interest on this Note, or the other
Notes issued in connection  herewith and shares of Common Stock  underlying such
Notes,  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 Note, 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.

     (i) Minimum Adjustment. If the amount of said adjustment shall be less than
one cent ($0.01) per security  issuable upon conversion of this Note,  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 conversion of this Note.

     6.  Further  Adjustments.  In case at any time or,  from time to time,  the
Company  shall take any action that affects the class of  securities  into which
this Note may be  converted  under  Section 2,  other  than an action  described
herein,  then, unless such action will not have a adverse effect upon any rights

                                       8
<PAGE>

of the  Lender,  the  number  of shares of such  class of  securities  (or other
securities)  into which this Note is  convertible  shall be  adjusted  in such a
manner  and at such  time as shall be  equitable  in the  circumstances.  To the
extent  permitted by applicable  law, the Company from time to time may decrease
the Conversion Price or increase the number of shares into which this Note shall
be  convertible  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.

     7. Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment pursuant to Section 5 or Section 6, the Company at its sole expense
shall promptly  compute such  adjustment or  readjustment in accordance with the
terms  hereof  and  furnish  to the  Lender a  certificate  setting  forth  such
adjustment  or  readjustment  and  showing  in detail  the facts upon which such
adjustment or readjustment is based. The Company shall, upon the written request
at any time of the  Lender,  furnish or cause to be  furnished  to Lender a like
certificate  setting forth (i) such adjustments and readjustments,  and (ii) the
number and class of securities  and the amount,  if any, of other property which
at the time would be received upon the conversion of this Note under Section 2.

     8. 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  conversion  of this Note,  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 Note
so converted was registered.

     9. Additional Amounts. All payments of, or in respect of, principal of, and
interest  on,  this  Note  by the  Company  will be made  without  deduction  or
withholding  for or on account  of any  present  or future  taxes,  assessments,
duties or other  governmental  charges  imposed or levied by or on behalf of the
United  States or any political  subdivision  thereof or any authority or agency
therein or thereof having power to tax,  unless the  withholding or deduction of
the U.S. tax is required by law.

     10. Covenants of Company.  The Company covenants and agrees that so long as
this Note is  outstanding,  it will comply  with the  affirmative  and  negative
covenants set forth in Sections 3.1 and 3.2 of the Security Agreement.

     11.  Events of  Default.  Upon the  occurrence  of an Event of Default  (as
defined in the Security Agreement), Lender may by notice to the Company take any
or all of the following  actions,  without prejudice to the rights of the holder
of any other Note to enforce  its claims  against the  Company:  (i) declare the
Principal  Amount and any accrued  interest and all other amounts  payable under
this Note to be due and payable,  whereupon the same shall become  forthwith due
and payable without presentment, demand protest or other notice of any kind, all
of which are hereby  waived by the Company,  (ii) proceed to enforce or cause to
be enforced any remedy provided under any of the Security  Documents (as defined
in the Security  Agreement),  (iii) exercise any other remedies available at law
or in equity,  including specific performance of any covenant or other agreement
contained  in this  Note;  provided,  that upon the  occurrence  of any Event of
Default  referred to in Section 4.1(b) of the Security  Agreement  (Bankruptcy),

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<PAGE>

then  (without  prejudice to the rights and  remedies  specified in clause (iii)
above)  automatically,  without notice,  demand or any other act by Lender,  the
principal of and any accrued  interest and all other amounts  payable under this
Note shall  become  immediately  due and payable  without  presentment,  demand,
protest or other notice of any kind, all of which are hereby expressly waived by
the Company, anything contained in this Note to the contrary notwithstanding. No
remedy  conferred  in this Note upon Lender is intended to be  exclusive  of any
other remedy and each and every such remedy shall be cumulative  and shall be in
addition to every other remedy conferred  herein or now or hereinafter  existing
at law or in equity or by statute or otherwise.

     12.  Amendments  and Waivers.  Any term of this Note may be amended and the
observance  of any term of this Note may be  waived  (either  generally  or in a
particular instance and either  retroactively or prospectively) with the written
consent of the Company and holders 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.

     13. Notices. All notices,  requests,  consents, and other communications in
connection with this Note 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 or (ii) one (1) business day after being sent
via a  reputable  overnight  courier  service  guaranteeing  next  business  day
delivery  in the  Lender's  country  or  region,  or (iii) an actual  receipt of
delivery 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:
              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 Lenders:
              To the address set forth on the front page of this Note

              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)

                                       10
<PAGE>

     All notices and other  communications in connection with this Note 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 Lender of this Note who shall have  furnished
an address to the Company in writing.  In the case of a Redemption Notice,  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 Lender of this Note 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  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 Lender of this Note and thereafter all references
in this Note to the  location of its  principal  office at the  particular  time
shall be as so specified in such notice.  The Lender may also change the address
to which notices, requests, consents or other communications hereunder are to be
delivered  to it by giving  the  Company  notice in the manner set forth in this
Section.

     14. Conflicting Agreements. In the event of any inconsistencies between the
terms of this  Note and the  terms of any  other  document  related  to the loan
evidenced by this Note, the terms of this Note shall prevail.

     15.  Severability.  The  unenforceability or invalidity of any provision or
provisions of this Note as to any persons or circumstances shall not render that
provision  or  those  provisions  unenforceable  or  invalid  as  to  any  other
provisions or circumstances,  and all provisions  hereof, in all other respects,
shall remain valid and enforceable.

     16.  Governing Law. This Note 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 Note  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 NOTE OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

                                       11
<PAGE>

     17. Waivers. The nonexercise by either party of any of its rights hereunder
in any particular  instance shall not constitute a waiver thereof in that or any
subsequent instance.

     18. Lost Documents. Upon receipt by the Company of evidence satisfactory to
it of the  loss,  theft,  destruction  or  mutilation  of this  Note or any Note
exchanged for it, and (in the case of loss,  theft or  destruction) of indemnity
satisfactory  to it, and upon  reimbursement  to the  Company of all  reasonable
expenses incidental  thereto,  and upon surrender and cancellation of such Note,
if mutilated,  the Company will make and deliver in lieu of such Note a new Note
of like tenor and unpaid  principal  amount and dated as of the original date of
this Note.

                            [Signature Page Follows]











                                       12
<PAGE>


     IN WITNESS WHEREOF,  the Company has caused its duly authorized  officer to
execute this Note as of the date first written above.



                                            VITAL LIVING, INC.


                                            By _______________________________
                                                 Name: Stuart A. Benson
                                                 Title: President




Acknowledged and Accepted:




______________________________________
         (Investor)


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