ESCROW AGREEMENT


     AGREEMENT  made as of December  15, 2003 by and among  Vital  Living,  Inc.
("Company") and Graubard Miller as escrow agent ("Escrow Agent").


                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  as of the date hereof,  the Company has held the Initial  Closing
(as such term is defined in the  Securities  Purchase  Agreement  defined below)
pursuant to which it has sold (the  "Offering")  12% senior secured  convertible
notes ("Notes") and warrants to purchase  shares of the Company's  common stock,
$.001 par value ("Common  Stock")  pursuant to a Securities  Purchase  Agreement
("Securities  Purchase  Agreement")  between the  Company and certain  investors
("Investors");

     WHEREAS,  the Company  proposes to establish an escrow account,  into which
the  Company  will  deposit an amount of funds  ("Escrow  Funds") as a source of
payment  for  certain  interest  obligations  of the  Company  to the  Investors
pursuant to the Notes; and

     WHEREAS, the Escrow Agent is willing to establish the Escrow Account on the
terms and subject to the conditions hereinafter set forth.

     NOW,  THEREFORE,  in  consideration  of the premises  and mutual  covenants
herein contained, the parties hereto hereby agree as follows:

     1. Designation of Escrow Account.  The Company hereby designates the Escrow
Agent, and the Escrow Agent hereby accepts such designation, to receive and hold
the Escrow Funds, subject to the provisions of this Agreement.

     2. Establishment of the Bank Account.

          2.1 The Escrow Agent has established an interest-bearing  bank account
at the branch of Deutsche  Bank  selected by the Escrow Agent ("Bank  Account").
The purpose of the Bank Account is for (a) the deposit of the Escrow Funds,  (b)
the holding of the Escrow Funds,  and (c) the  disbursement of Escrow Funds, all
as described  herein.  The Escrow Agent does not own or have any interest in the
Bank Account or the Escrow Funds,  but agrees to hold and  administer the Escrow
Funds in accordance  with the terms and conditions  hereinafter  set forth.  The
purpose  of the  Escrow  Account  is to provide  for  certain  interest  payment
obligations of the Company to the Investors under the Notes.

     3. Deposits to the Bank Account.

          3.1 Simultaneously  with the execution of this Agreement,  the Company
is hereby  wiring to the Escrow  Agent for deposit into the Bank Account the sum
of $370,528.56 representing 12% of the aggregate principal amount of Notes sold.

<PAGE>

Thereafter,  if an  Interim  Closing  (as  defined  in the  Securities  Purchase
Agreement)  is held,  the Company  will wire to the Escrow  Agent an  additional
amount representing 12% of the additional Notes sold.

          3.2 The  Escrow  Agent  shall  have no  liability  for any  investment
losses,  including any losses on any investment  required to be liquidated prior
to maturity in order to make a payment required hereunder.

     4. Disbursement from the Bank Account.

          4.1 On each of June 15, 2004 and December  15, 2004,  the Escrow Agent
shall  deposit  checks in the mail to the  Investors at the address,  and in the
amounts,  set forth in the  attached  Exhibit A. Such Exhibit A shall be amended
from  time to time in  order to allow  for the  sale of  additional  Notes at an
Interim Closing.  The interest payments to be made hereunder on each of June 15,
2004 and  December 15, 2004 shall either be in the amount set forth next to each
Investors name under the heading "12% Interest Payment" or "8% Interest Payment"
(in the event the  Company  determines  to pay, at its sole  option,  4% of such
interest  obligations  in  shares  of  the  Company's  common  stock  ("Interest
Shares")). The Company shall notify the Escrow Agent in writing at least 10 days
prior  to  such  date of its  intention  to pay 4% of the  interest  owed to the
Investors through the delivery of Interest Shares.

          4.2 Notwithstanding any provision of this Agreement,  the Escrow Agent
shall not be required to make any disbursement if such disbursement, in the good
faith  opinion  of the  Escrow  Agent,  would  violate  applicable  law or be in
contravention of any court order or process affecting the Escrow Funds.

          4.3 Upon full  disbursement  of the Escrow Funds pursuant to the terms
of this Section 4, the Escrow Agent shall be relieved of all further obligations
and released from all liability under this Agreement. It is expressly agreed and
understood  that in no event shall the aggregate  amount of payments made by the
Escrow Agent exceed the amount of the Escrow Funds on the date of disbursement.

          4.4 Following the final payment called for under this  Agreement,  any
remaining  balance as a result of the  Company  electing to pay a portion of the
interest  owed to the Investors  under the Notes in Interest  Shares or interest
earned on the Escrow Funds shall be returned to the Company.

     5. Certain Additional Agreements.  The Company shall execute and deliver to
the Escrow Agent such additional written instructions and certificates hereunder
as may be required to give effect to the provisions of this Agreement.

     6. Rights,  Duties and  Responsibilities  of Escrow Agent. It is understood
and agreed that the duties of the Escrow Agent are purely ministerial in nature,
and that:

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<PAGE>

          6.1 The Escrow  Agent shall not be  responsible  for or be required to
enforce any of the terms or conditions of any agreement of the Company,  and the
Escrow Agent shall not be responsible  for the performance by the Company of its
obligations under this Agreement or the documents  governing the Offering or any
other agreement to which any of them is a party.

          6.2 The  Escrow  Agent  shall be under  no duty or  responsibility  to
enforce collection of any check or other amount delivered to it hereunder.

          6.3 The Escrow Agent shall be entitled to rely upon the accuracy,  act
in  reliance  upon the  contents,  and assume  the  genuineness  of any  notice,
instruction, certificate, signature, instrument or other document which is given
to the Escrow  Agent  pursuant to this  Agreement  without the  necessity of the
Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not
be obligated  to make any inquiry as to the  authority,  capacity,  existence or
identity of any person  purporting to give any such notice or instructions or to
execute any such certificate, instrument or other document.

          6.4 If the  Escrow  Agent is  uncertain  as to its  duties  or  rights
hereunder or shall receive  instructions with respect to the Escrow Funds which,
in its sole  determination,  are in  conflict  either  with  other  instructions
received by it or with any provision of this Agreement,  it shall be entitled to
hold the Escrow Funds,  or a portion  thereof,  in the Bank Account  pending the
resolution of such uncertainty to the Escrow Agent's sole satisfaction, by final
judgment of a court or courts of competent  jurisdiction  or  otherwise;  or the
Escrow  Agent,  at its sole  discretion,  may deposit the Escrow  Funds (and any
other amounts that thereafter become part of the Escrow Funds) with the Clerk of
a court of  competent  jurisdiction  in a  proceeding  to which all  parties  in
interest  are joined.  Upon the deposit by the Escrow  Agent of the Escrow Funds
with the Clerk of any court,  the Escrow  Agent shall be relieved of all further
obligations and releases from all liability hereunder.

          6.5 The  Escrow  Agent  shall not be liable  for any  action  taken or
omitted  hereunder,  or for the  misconduct of any  employee,  agent or attorney
appointed by it, except in the case of willful  misconduct or gross  negligence.
The Escrow  Agent shall be entitled to consult  with counsel of its own choosing
and shall not be liable  for any  action  taken,  suffered  or  omitted by it in
accordance with the advice of such counsel.

          6.6 The  Escrow  Agent  shall  have no  responsibility  at any time to
ascertain whether or not any security interest exists in the Escrow Funds or any
part thereof or to file any  financing  statement  under the Uniform  Commercial
Code with respect to the Escrow Funds or any part thereof.

     7.  Amendment;  Resignation.  This Agreement may be altered or amended only
with the  written  consent of the  Company,  the Escrow  Agent and  HCFP/Brenner
Securities,  LLC.  The Escrow  Agent may  resign  for any reason  upon three (3)
business days' written notice to the Company.  Should the Escrow Agent resign as
herein  provided,  it shall not be  required  to accept  any  deposit,  make any
disbursement or otherwise  dispose of the Escrow Funds,  but its only duty shall
be to hold the Escrow Funds for a period of not more than five (5) business days
following  the  effective  date of such  resignation,  at  which  time  (a) if a
successor  escrow  agent  shall have been  appointed  by the Company and written
notice thereof  (including the name and address of such successor  escrow agent)

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<PAGE>

shall have been given to the  resigning  Escrow  Agent by the  Company  and such
successor  escrow agent,  then the resigning  Escrow Agent shall pay over to the
successor  escrow agent the Escrow Funds,  less any portion  thereof  previously
paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent
shall not have  received  written  notice  signed by the Company and a successor
escrow  agent,  then the  resigning  Escrow Agent shall  promptly pay the Escrow
Funds to the  Clerk  of a court of  competent  jurisdiction,  and the  resigning
Escrow Agent shall  promptly  notify the other parties  hereto in writing of its
payment to such Clerk;  whereupon,  in either  case,  the Escrow  Agent shall be
relieved of all further  obligations  and released from all liability under this
Agreement.  Without  limiting  the  provisions  of Sections 8 and 9 hereof,  the
resigning Escrow Agent shall be entitled to be reimbursed by the Company for any
reasonable expenses incurred in connection with its resignation, transfer of the
Escrow  Funds to a successor  escrow agent or  distribution  of the Escrow Funds
pursuant to this Section 7.

     8. Fees and  Expenses.  The  Escrow  Agent  shall be  entitled  to a fee of
$5,000,  payable in advance by the  Company on the date of this  Agreement.  The
Company  agrees  to  reimburse  the  Escrow  Agent for any  reasonable  expenses
incurred  in  connection  with this  Agreement,  including,  but not limited to,
reasonable  counsel fees and  expenses.  The  provisions of this Section 8 shall
survive any termination of this Agreement, whether by disbursement of the Escrow
Funds, resignation of the Escrow Agent or otherwise.

     9. Indemnification and Contribution.

          9.1 The Company (referred to as the "Indemnitor")  agrees to indemnify
the Escrow Agent and its officers, directors, employees and agents (collectively
referred to as the "Indemnitees")  against,  and hold them harmless of and from,
any and all  loss,  liability,  cost,  damage  and  expense,  including  without
limitation,  reasonable  counsel fees, which the Indemnitees may suffer or incur
by reason of any action,  claim or proceeding  brought  against the  Indemnitees
arising out of or relating in any way to this  Agreement or any  transaction  to
which this  Agreement  relates,  unless such action,  claim or proceeding is the
result of the willful misconduct or gross negligence of the Indemnitees.

          9.2 If the indemnification  provided for in Section 9.1 is applicable,
but for any reason is held to be unavailable,  the Indemnitor  shall  contribute
such amounts as are just and equitable to pay, or to reimburse  the  Indemnitees
for,  the  aggregate  of any and all  losses,  liabilities,  costs,  damages and
expenses,  including  counsel fees,  actually  incurred by the  Indemnitees as a
result of or in  connection  with,  and any amount  paid in  settlement  of, any
action, claim or proceeding arising out of or relating in any way to any actions
or omissions of the Indemnitor.

          9.3 The provisions of this Section 9 shall survive any  termination of
this Agreement,  whether by disbursement of the Escrow Funds, resignation of the
Escrow Agent or otherwise.

     10.  Governing Law and  Assignment.  This  Agreement  shall be construed in
accordance with and governed by the laws of the State of New York without giving
effect to  conflicts  of law  principles,  and shall be binding upon the parties
hereto and their respective successors and assigns; provided,  however, that any
assignment  or transfer by any party of its rights under this  Agreement or with
respect to the Escrow Fund shall be void as against the Escrow  Agent unless (a)
written  notice  thereof shall be given to the Escrow Agent;  and (b) the Escrow
Agent shall have consented in writing to such assignment or transfer.

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<PAGE>

     11.  Notices.  All  notices  required to be given in  connection  with this
Agreement  shall  be  sent by  registered  or  certified  mail,  return  receipt
requested, or by hand delivery with receipt acknowledged, or by the Express Mail
service  offered by the United States Post Office,  and addressed to the persons
at the address set forth below.

         If to the Company:         Vital Living, Inc.
                                    5080 North 40th Street
                                    Suite 105
                                    Phoenix, Arizona 85018
                                    Attn: Stuart A. Benson, President

         If to the Escrow Agent:    Graubard Miller
                                    600 Third Avenue
                                    32nd Floor
                                    New York, New York 10016
                                    Attn: David Alan Miller, Esq.

         In either case with a
         copy to:

                                    HCFP/Brenner Securities, LLC
                                    888 Seventh Avenue
                                    17th Floor
                                    New York, New York 10106
                                    Attention: Ira Greenspan

     12.  Severability.  If any provision of this  Agreement or the  application
thereof  to any  person or  circumstance  shall be  determined  to be invalid or
unenforceable,  the remaining provisions of this Agreement or the application of
such provision to persons or circumstances  other than those to which it is held
invalid or  unenforceable  shall not be affected  thereby and shall be valid and
enforceable to the fullest extent permitted by law.

     13.  Execution in Several  Counterparts.  This Agreement may be executed in
several  counterparts or by separate  instruments,  and all of such counterparts
and instruments  shall  constitute one agreement,  binding on all of the parties
hereto.

     14. Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between  the  parties  hereto  with  respect to the  subject  matter  hereof and
supersedes  all prior  agreements  and  understandings  (written or oral) of the
parties in connection therewith.

     15.  Termination.  This  Escrow  Agreement,  except as  otherwise  provided
herein, shall automatically  terminate upon the final distribution of the Escrow
Funds in accordance with the terms hereof.

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<PAGE>




     IN WITNESS WHEREOF,  the undersigned have executed this Agreement as of the
day and year first above written.

VITAL LIVING, INC.                             GRAUBARD MILLER, as Escrow Agent


By: ____________________                       By:_______________________
       Name:                                          Name:
       Title:                                         Title:









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<PAGE>

                                    EXHIBIT A

------------------ ----------------------------- -------------------------------
                        June 15, 2004                    December 15, 2004
                   ----------------------------- -------------------------------
                    12% Interest    8% Interest      12% Interest   8% Interest
Name and Address     Payment          Payment           Payment       Payment
------------------ ----------------------------- -------------------------------