SECURITY AGREEMENT


     AGREEMENT  dated as of December 15, 2003,  between  VITAL  LIVING,  INC., a
Nevada  corporation,  having an address at 5080  North 40th  Street,  Suite 105,
Phoenix,  Arizona  85018 (the  "Company"),  the persons and  entities  listed on
Schedule I hereto,  as  Schedule  I may be amended  from time to time to include
Additional Investors (as defined in Section 6.7) in accordance with Sections 6.7
of this Agreement (the "Investors") and HCFP/BRENNER SECURITIES,  LLC, having an
address at 888 Seventh  Avenue,  17th Floor,  New York, New York 10106, as Agent
(as hereinafter defined).


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

                                   ARTICLE I
                 THE SENIOR FINANCING/GRANT OF SECURITY INTEREST

     SECTION 1.1 Private  Offering of Senior  Notes and  Warrants.  Concurrently
with the execution of this  Agreement,  the Company has  consummated  an initial
closing of a private offering ("Offering") of its 12% senior secured convertible
notes in the  aggregate  principal  amount of $3,087,738  ("Initial  Notes") and
warrants  ("Initial  Warrants") to purchase a 3,087,738  shares of the Company's
Common Stock.  Subsequent closings may take place at which the Company may issue
additional  notes of like tenor to the Initial  Notes  ("Additional  Notes") and
additional warrants ("Other Warrants") will be issued. At any subsequent closing
of the  Offering,  the  Additional  Investors  (as defined in Section  6.7) will
become  parties to this  Agreement in  accordance  with Section 6.7. The Initial
Notes and  Additional  Notes are  hereinafter  referred to  collectively  as the
"Notes"  and  individually  as a  "Note."  The  Initial  Warrants  and the Other
Warrants are  collectively  referred to as the "Warrants" and  individually as a
"Warrant."  HCFP/Brenner  Securities,  LLC is acting as the agent for all of the
Investors in the Offering ("Agent").  This Security Agreement is being signed in
connection with the Offering to secure the indebtedness underlying the Notes.

     SECTION 1.2 Notes.  Concurrently with the execution of this Agreement,  the
Company has executed and  delivered to each  Investor,  a Note in the  principal
amount of such Investor's investment in the Offering.
<PAGE>

     SECTION 1.3 Grant of Security Interest.  In consideration of the receipt of
the funds raised in the Offering and to secure the Company's obligation to repay
to the Investors the principal amount and interest represented by the Notes, the
Company  hereby grants to the  Investors a continuing  first  priority  security
interest in and to all of the assets of the  Company,  whether now or  hereafter
existing or now owned or hereafter acquired and wherever located,  of every kind
and  description,  tangible or  intangible,  including,  but not limited to, all
goods, equipment,  inventory,  documents,  accounts,  deposit accounts,  chattel
paper, instruments,  investment property, money, general intangibles (including,
but not  limited  to,  intellectual  property  and all rights  relating  to such
intellectual property),  credits, claims, demands and any other property, rights
and interests of the Company,  all substitutions  and replacements  therefor and
all products and proceeds  thereof,  new value  thereof or proceeds of insurance
thereon  (collectively,   "Collateral").   Notwithstanding  the  foregoing,  the
Investors  acknowledge  and agree that the lien  granted  by the  Company to the
Investors in the Collateral may be subordinated to the extent  necessary for the
Company to obtain a financing secured only by the Company's accounts  receivable
and inventory ("Allowed Financing").

     The  security  interest  granted  herein to each  Investor is an  undivided
interest in the Collateral as a tenant-in-common with every other Investor. Each
Investor  may realize upon the  Collateral,  subject to and in  accordance  with
Section 4 hereof,  to the extent of its Investment  Percentage  (as  hereinafter
defined),  as  computed  from  time to  time.  The  amount  of  each  Investor's
"Investment  Percentage"  shall  be the  percentage  computed  by  dividing  the
outstanding  principal and interest owed to such Investor  pursuant to its Note,
by the  aggregate  outstanding  principal and interest owed to all the Investors
pursuant to the Notes.

     SECTION 1.4 Financing  Statements.  The Agent,  for itself and on behalf of
each of the Investors,  is hereby authorized by the Company to sign on behalf of
the  Company  and file  any  documents,  including,  without  limitation,  UCC-1
financing  statements  and/or any other  documents  with any domestic or foreign
government  or regulatory  office or agency,  including the United States Patent
and Trademark  Office,  to perfect  and/or  record the security  interest in the
Collateral  granted  herein  and to file Form  UCC-3  Amendments,  Releases  and
Termination Statements.

                                       2
<PAGE>

     SECTION 1.5  Assignment.  The rights under this  Agreement and the security
interest  granted  hereby  only may be assigned  or  transferred  by an Investor
together with the Note in accordance with the terms thereof.

                                   ARTICLE II
                         REPRESENTATIONS OF THE COMPANY

     SECTION 2.1 In order to induce the  Investors  to lend money to the Company
and purchase the Notes and Warrants,  the Company hereby represents and warrants
to the Investors as follows:

     (a) The Company  has full power to execute  and deliver the Notes,  and the
other  agreements,  instruments and documents  contemplated  hereby and thereby,
including  without  limitation a Uniform  Commercial  Code  Financing  Statement
(collectively the "Other Security Documents"),  and to incur and perform all the
obligations provided for herein and therein.

     (b) The obligations of the Company under this Agreement constitute, and the
obligations of the Company under the Other Security  Documents when executed and
delivered  pursuant  hereto  will  constitute,  the  valid and  legally  binding
obligations  of the  Company  ranking  senior  in all  respects  with all  other
obligations of the Company and enforceable in accordance  with their  respective
terms,  except  (i)  as  such  enforceability  may  be  limited  by  bankruptcy,
insolvency,   reorganization   or  similar  laws  affecting   creditors'  rights
generally,  (ii)  as  enforceability  of  any  indemnification  or  contribution
provision may be limited under the federal and state  securities laws, and (iii)
that the  remedy of  specific  performance  and  injunctive  and other  forms of
equitable relief may be subject to the equitable  defenses and to the discretion
of  the  court   before   which  any   proceeding   therefor   may  be  brought.
Notwithstanding the foregoing,  the lien granted by the Company to the Investors
may be subordinated to the extent necessary to secure the Allowed Financing.

     (c)  The  execution,  delivery  and  performance  by the  Company  of  this
Agreement  and the  Other  Security  Documents  does  not  contravene  any  law,
regulation,  order  or  contractual  restriction  binding  on or  affecting  the
Company, its business or properties.

                                       3
<PAGE>

     (d) No  authorization  or approval or other  action by, and no notice to or
filing with, any  governmental  authority or regulatory body is required for the
due execution,  delivery and performance by the Company of this Agreement or the
matters  contemplated  herein  and for  the  Investors  to  enjoy  the  benefits
conferred hereby except such filings as may be necessary to perfect the security
interest granted the Investors hereunder and under the Other Security Documents.

     (e) The Company is the sole beneficial  owner of the  Collateral.  The lien
granted by the Company to the Investors in the  Collateral  is a first  priority
security  interest,  subject  to such  lien  being  subordinated  to the  extent
necessary  to  secure  the  Allowed  Financing.  There  are no other  mortgages,
pledges, liens, security interests,  claims, encumbrances or charges of any kind
("Encumbrances")  on any of the  Collateral,  other than the liens  permitted by
Section 3.2(b) hereof.

     (f) The  issuance of the Notes and the  granting of a security  interest in
the  Collateral  to the Investors  are  contemporaneous  exchanges for new value
given by the Investors to the Company in an amount equivalent to the value given
by the Company to the Investors.

                                  ARTICLE III
                             THE COMPANY'S COVENANTS

     SECTION 3.1  Affirmative  Covenants.  The Company hereby  covenants that so
long as this  Agreement  remains in effect or any amount due  hereunder or under
the Notes remains outstanding and unpaid, it will, unless otherwise consented to
in writing by Majority Consent of the Note holders (as defined in Section 5.7):

     (a) Do all things  necessary  to preserve and keep in full force and effect
its corporate existence,  including, without limitation, all licenses or similar
qualifications  required by it to engage in its business in all jurisdictions in
which it is at the time so  engaged;  and  continue to engage in business of the
same  general type as  conducted  as of the date  hereof;  and (ii)  continue to
conduct its business  substantially  as now conducted or as otherwise  permitted
hereunder;

                                       4
<PAGE>

     (b)  Pay  and  discharge  promptly  when  due all  taxes,  assessments  and
governmental  charges or levies imposed upon it or upon its income or profits or
in  respect  of its  property  before the same  shall  become  delinquent  or in
default, which, if unpaid, might reasonably be expected to give rise to liens or
charges upon such  properties or any part  thereof,  unless,  in each case,  the
validity  or amount  thereof is being  contested  in good  faith by  appropriate
proceedings  and the Company  has  maintained  adequate  reserves  with  respect
thereto in accordance with GAAP;

     (c) Comply in all material respects with all federal,  state and local laws
and regulations,  orders, judgments, decrees,  injunctions,  rules, regulations,
permits,   licenses,   authorizations   and   requirements   applicable   to  it
(collectively,   "Requirements")  of  all  governmental   bodies,   departments,
commissions,  boards,  companies or associations insuring the premises,  courts,
authorities, officials or officers which are applicable to the Company or any of
its properties,  except where the failure to so comply would not have a material
adverse  effect  ("Material  Adverse  Effect")  on  the  Company  or  any of its
properties;  provided,  however,  that nothing provided herein shall prevent the
Company from contesting the validity or the application of any Requirements;

     (d) Keep proper  records and books of account  with respect to its business
activities,  in  which  proper  entries,   reflecting  all  of  their  financial
transactions,  are made in accordance with GAAP. Such books and records shall be
open at reasonable  times and upon  reasonable  notice to the inspection of each
Investor and the Agent;

     (e) Notify the Agent and the  Investors in writing,  promptly upon learning
thereof, of any litigation or administrative  proceeding commenced or threatened
against the Company which involve a claim in excess of $50,000;

     (f) Promptly pay and  discharge  all taxes,  assessments  and  governmental
charges or levies  imposed upon it or upon its income and  profits,  or upon any
properties  belonging  to it  before  the same  shall be in  default;  provided,
however, that the Company shall not be required to pay any such tax, assessment,
charge or levy which is being contested in good faith by proper  proceedings and
adequate reserves for the accrual of same are maintained if required by GAAP;

                                       5
<PAGE>

     (g) Maintain at all times, preserve,  protect and keep its property used or
useful  in the  conduct  of its  business  in good  repair,  working  order  and
condition,  and from  time  make  all  needful  and  proper  repairs,  renewals,
replacements  and  improvement  thereof as shall be  reasonably  required in the
conduct of its business;

     (h) To the  extent  necessary  for  the  operation  of its  business,  keep
adequately  insured by financially sound reputable  insurers,  all property of a
character usually insured by similar corporations and carry such other insurance
as is usually carried by similar corporations;

     (i) Defend the title to the Collateral  against all persons and against all
claims and demands whatsoever;

     (j) Keep the Collateral free and clear of all further  Encumbrances  except
as authorized herein;

     (k) On at least  twenty (20) days  notice in writing by the Agent,  furnish
further  assurance of title,  execute any written agreement or do any other acts
necessary to effectuate the purposes and provisions of this  Agreement,  execute
any  instrument  or statement  required by law or otherwise in order to perfect,
continue or terminate the security interest of the Investors,  in the Collateral
and pay all costs of filing in connection therewith;

     (l) Retain  possession of the  Collateral and not remove,  sell,  exchange,
assign,  loan, deliver,  lease,  license,  mortgage or otherwise dispose of same
outside of the normal course of business  without the prior  written  consent of
the Agent; and

     (m) Promptly  give notice in writing to the Agent and the  Investors of the
occurrence  of any default or Event of Default (as  hereinafter  defined)  under
this  Agreement  or of any  default  under  any  other  material  instrument  or
agreement to which it is a party.

     SECTION 3.2 Negative  Covenants.  The Company hereby covenants that so long
as this  Agreement  remains in effect or any amount due  hereunder  or under the
Notes remains outstanding and unpaid, it will not, unless otherwise consented to

                                       6
<PAGE>

in writing by the Majority Consent of the Note holders:

     (a)  Create,   incur,   assume  or  suffer  to  exist,   any   indebtedness
(institutional  or  otherwise)  except  (i)  under  the  Notes,  (ii)  which  is
subordinate  in right of payment to the Notes and (iii) in  connection  with the
Allowed Financing;

     (b) Create,  incur,  assume or suffer to exist, any Encumbrance upon any of
its  property  (tangible or  intangible)  or assets,  income or profits  secured
hereunder,  whether  now  owned or  hereafter  acquired,  except  for (i)  liens
contemplated by this Agreement and the Other Security Documents;  (ii) statutory
liens; (iii) purchase money liens and other liens granted in the ordinary course
of business on equipment,  fixtures and similar property;  and (iv) liens which,
singly or in the aggregate,  would not be reasonably expected to have a Material
Adverse  Effect;

     (c)  Guarantee,  assume or otherwise  become  responsible  for (directly or
indirectly) the indebtedness for borrowed funds,  performance,  obligations,  of
any person, or the agreement by the Company or any of its subsidiaries to do any
of the foregoing;

     (d) Except  for the  Company's  existing  obligations  with  respect to its
outstanding classes of preferred stock, declare or pay, directly and indirectly,
any dividends or make any distributions,  whether in cash, property,  securities
or a  combination  thereof,  with respect to (whether by reduction of capital or
otherwise)  any shares of its capital  stock,  except for  dividends  payable in
shares of common stock or preferred stock;

     (e)  Consummate  any merger,  combination  or  consolidation  involving the
Company  (whether in one  transaction  or a related series of  transactions)  in
which the Company is not the  surviving  entity,  or the Company is the survivor
but the owners of the voting  stock of the Company  before the  transaction  own
less than 50% of the voting stock of the Company after the transaction, or sell,
lease, transfer or assign to any persons or otherwise dispose of (whether in one
transaction or a related series of transactions) all or substantially all of its
consolidated properties or assets (whether now owned or hereafter acquired);

                                       7
<PAGE>

     (f) Purchase or acquire any stock, obligations, assets or securities of, or
any interest in, or make any capital  contribution  or loan or advance of money,
credit or property to, any other  person  (excluding,  for the purposes  hereof,
customary  advances  made to the Company's  officers,  director and employees to
cover business expenses), or make any other investments, except that the Company
may  purchase  or  acquire  (i)  other  businesses,  whether  by  asset or stock
acquisition or merger; (ii) existing subsidiaries or subsidiaries formed for the
purposes of facilitating  acquisitions or carrying out the ordinary  business of
the Company;  (iii)  certificates of deposits of any commercial banks registered
to do business in any state of the United States  having  capital and surplus in
excess of $50,000,000; (iv) readily marketable, direct obligations of the United
States  government or any agency  thereof which are backed by the full faith and
credit of the United  States;  and (v)  investments in prime  commercial  paper;
provided, however, that in each case mentioned in (iii), (iv) or (v) above, such
obligations  shall  mature  not more than 180 days from the date of  acquisition
thereof; and

     (g) Sell,  transfer,  discount  or  otherwise  dispose of any claim or debt
owing to it, including,  without limitation,  any notes,  accounts receivable or
other rights to receive payment, except for reasonable  consideration and in the
ordinary course of business.

                                   ARTICLE IV
                              DEFAULT; ACCELERATION

     SECTION  4.1 Events of  Default.  The  occurrence  of any of the  following
events shall constitute an Event of Default hereunder:

     (a) the Company shall (i) fail to pay any amounts owed under the Notes when
due  (provided  such  failure  has not been cured  within 10 days  after  notice
thereof)  or (ii)  have an  event  of  default  occur  and be  continuing  under
indebtedness  of the Company of more than  $250,000  (other than the Notes) such
that the holders of such  indebtedness  have declared the outstanding  principal
and accrued interest to be immediately due and payable; or

                                       8
<PAGE>

     (b) if the Company shall:

          (i) admit in writing its inability to pay its debts  generally as they
     become due;

          (ii) file a petition in bankruptcy or a petition to take  advantage of
     any insolvency act;

          (iii) make an assignment for the benefit of creditors;

          (iv)  consent to the  appointment  of a  receiver  of the whole or any
     substantial part of its assets;

          (v) on a petition in  bankruptcy  filed  against it, be  adjudicated a
     bankrupt; or

          (vi) file a petition or answer seeking  reorganization  or arrangement
     under the Federal bankruptcy laws or any other applicable law or statute of
     the United States of America or any State, district or territory thereof;

     (c) if a court of competent jurisdiction shall enter an order, judgment, or
decree  appointing,  without the consent of the Company, a receiver of the whole
or any substantial  part of the Company's  assets,  and such order,  judgment or
decree shall not be vacated or set aside or stayed  within 90 days from the date
of entry thereof;

     (d) if,  under the  provisions  of any  other law for the  relief or aid of
debtors, any court of competent  jurisdiction shall assume custody or control of
the whole or any  substantial  part of  Company's  assets  and such  custody  or
control  shall  not be  terminated  or  stayed  within  90 days from the date of
assumption of such custody or control; or

     (e) the Company  shall  default (and not cure within 10 days after  written
notice  of  such  default)  in the  performance  of,  or  violate  any  material
representation or warranty contained in this Agreement,  the Securities Purchase
Agreement pursuant to which the Notes were issued and/or the Registration Rights
Agreement or in any written statement pursuant thereto or hereto, or any report,
financial  statement or  certificate  made or delivered to the  Investors by the
Company  shall be untrue or incorrect in any  material  respect,  as of the date
when made or deemed made.

                                       9
<PAGE>

     SECTION 4.2 Acceleration. In addition to any other remedies provided by the
Notes,  upon the  occurrence of an Event of Default,  the  Investors  and/or the
Agent on behalf of the Investors may, by notice to the Company,  take any or all
of the following actions,  without prejudice to the rights of the holders of any
Other Notes, to enforce the Investors'  claims against the Company:  (i) declare
the principal of and any accrued  interest and all other  amounts  payable under
the Notes 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)  enforce  or cause to be
enforced  any  remedy  provided  under  this  Agreement  or the  Other  Security
Documents,  or (iii) exercise any other remedies  available at law or in equity,
including specific  performance of any covenant or other agreement  contained in
this Agreement.  In addition to any other remedies  provided by the Notes,  upon
the  occurrence  of an Event of  Default  as set  forth in  Section  4.1 of this
Agreement, then without prejudice to the rights and remedies specified in clause
(iii) above,  the Notes and other  obligations  of the Company  pursuant to this
Agreement shall  automatically  be immediately due and payable with interest and
other fees, if any, thereon without notice, demand or any other act by the Agent
or any Investor.

     SECTION 4.3 Remedies.

     (a) On the occurrence of an Event of Default and/or  acceleration  pursuant
to Section 4.2, the  Investors and the Agent on behalf of the  Investors,  shall
have the following  rights and remedies,  which are cumulative in nature and are
in  addition  to the  rights  set forth in the  Notes  and shall be  immediately
available to the Investors:

          (i) All rights and remedies provided by law, including but not limited
     to those provided by the Uniform  Commercial  Code, and equitable  remedies
     for specific performance and injunctive relief;

          (ii) All rights and remedies provided in this Agreement; and

                                       10
<PAGE>

          (iii) All rights and remedies provided in the Notes and Other Security
     Documents.

     (b) Upon any default by the Company hereunder,  the Investors and the Agent
on behalf of the Investors,  shall have all the rights,  remedies and privileges
with respect to repossession, retention and sale of any or all of the Collateral
of the Company and disposition of the proceeds as are accorded by the applicable
sections of the Uniform Commercial Code.

     (c) Upon any default by the Company hereunder and upon demand of the Agent,
the Company shall  assemble the Collateral and make it available to the Agent at
the place and at the time designated in the demand.

                                    ARTICLE V
                                    THE AGENT

     SECTION 5.1 Authorization.

     (a) Each Investor has irrevocably authorized the Agent, as agent hereunder,
to take such  action on its behalf and as its agent  under this  Agreement,  the
Note  executed in favor of such  Investor  and all other  documents  executed in
connection therewith,  and to exercise such powers as are specifically delegated
to it hereunder  and  thereunder,  including,  without  limitation,  powers with
respect to the  enforcement  and  collection of the  obligations  underlying the
Notes,  and to exercise such other powers as are reasonably  incidental  thereto
and the Agent has agreed to act in such capacity;  provided,  however,  that the
Agent shall not,  without the express  authorization  of the Majority Consent of
the Note holders,  be  authorized to waive any payment  default under the Notes.
Notwithstanding  anything to the contrary  herein,  the Agent is  authorized  to
enter into any  intercreditor or other agreement or other  instruments on behalf
of the  Investors  with  respect to the  Collateral,  including  agreements  and
instruments necessary to implement the Allowed Financing.

     (b) Except as set forth in subparagraph (a) directly above, the Agent shall
not be required to, but may, in its sole discretion,  exercise any discretion or
take any action,  but shall be  required  to act or to refrain  from acting (and
shall be fully  protected  in so  acting or  refraining  from  acting)  upon the
instructions of the Majority Consent of the Note holders,  and such instructions
shall be binding upon all the Investors; provided, however, that the Agent shall
not be required to take any action which exposes the Agent to personal liability
or which is contrary to this Agreement or applicable law.

                                       11

<PAGE>

     SECTION 5.2 Notices.

     (a) The Agent shall transmit promptly to each Investor each notice received
by it from the Company hereunder which the Company is not required to furnish to
the Investors and each Investor shall transmit promptly to the Agent each notice
received by it from the Company which is not otherwise  required to be delivered
to the Agent by the terms hereof.  The Agent shall be under no obligation toward
any Investor to ascertain or inquire as to the  performance or observance of any
of the terms,  covenants or conditions hereof to be performed or observed by the
Company,  but the Agent and each Investor shall  promptly  notify one another of
any Event of Default of which it has actual knowledge.

     (b) Each Investor  expressly  authorizes  the Agent to collect all sums due
such Investor under this Agreement and the Other Security Documents,  other than
regular  principal and interest  payments made by the Company on the Notes.  The
Agent shall promptly disburse to the Investors (in proportion to the outstanding
Investment  Percentage of each Investor) any such available funds received by it
for the benefit of the Investors.

     SECTION 5.3 Exculpation. In exercising its duties and powers hereunder, the
Agent shall exercise the same care which it would exercise in dealing with loans
for its own account,  but neither the Agent nor any of its directors,  officers,
employees or  attorneys  shall be  responsible  for the truth or accuracy of any
representations  or  warranties  given  or  made  herein  or for  the  validity,
effectiveness,  sufficiency or  enforceability  of this Agreement,  or any Other
Security Documents, and the Agent or any of its directors,  officers,  employees
or attorneys shall not be liable to any of the Investors for any action taken or
omitted  to be taken by it or any of them  under  this  Agreement  or the  Other
Security Documents.  Each of the Investors  represents and warrants to the Agent
that it has made its own independent judgment with respect to entering into this
Agreement and the Other  Security  Documents  and  undertaking  its  obligations
hereunder  and  thereunder.  Each  Investor  also  acknowledges  that  it  will,
independently  and without  reliance  upon the Agent or any other  Investor  and

                                       12
<PAGE>

based on such  documents and  information  as it shall deem  appropriate  at the
time,  continue to make its own credit  decisions in taking or not taking action
under this Agreement and the Other Security Documents. Except for the accounting
for monies actually received by it hereunder, the Agent shall have no duty as to
any  Collateral  or as to the taking of any necessary  steps to preserve  rights
against prior parties or any other rights pertaining to the Collateral.  Neither
the Agent nor any of its principals, directors, officers, employees or attorneys
shall have any  responsibility  (1) to the  Company on account of the failure or
delay  in  performance  or  breach  of any  Investor  of any of its  obligations
hereunder,  or (2) to any  Investor  on  account  of the  failure of or delay in
performance  or  breach  by any  other  Investor  or the  Company  of any of its
obligations hereunder.

     SECTION 5.4 Reliance. The Agent, as Agent hereunder,  (a) shall be entitled
to  rely on any  communication,  instrument  or  document  believed  by it to be
genuine  or  correct  and to have been  signed  or sent by a person  or  persons
believed  by it to be the proper  person or  persons;  (b) shall be  entitled to
consult  with  legal  counsel,   independent   public   accountants   and  other
professional  advisers  and experts  selected by it, and shall not be liable for
any action taken or omitted to be taken in good faith by it in  accordance  with
the advice of such  counsel,  accountants  or experts;  (c) makes no warranty or
representation  to any Investor and shall not be responsible to any Investor for
any statements, warranties or representations made in or in connection with this
Agreement;  (d) shall not have any duty to  ascertain  or to  inquire  as to the
performance  or observance of any of the terms,  covenants or conditions of this
Agreement on the part of the Company or to inspect the property  (including  the
books and records) of the Company;  (e) shall not be responsible to any Investor
for  the  due  execution,  legality,  validity,   enforceability,   genuineness,
sufficiency  or venue of this  Agreement  or any other  instrument  or  document
furnished  pursuant hereto; and (f) shall incur no liability under or in respect
of  this  Agreement  by  acting  upon  notice,  consent,  certificate  or  other
instrument  or writing  (which may be by telegram,  telecopier,  cable or telex)
believed by it to be genuine and signed or sent by the proper party or parties.

                                       13
<PAGE>

     SECTION 5.5  Expenses  and  Indemnification.  Each  Investor  agrees (a) to
reimburse the Agent, as agent hereunder,  on demand, pro rata in accordance with
its Investment  Percentage,  for all expenses  incurred by the Agent,  including
reasonable  attorneys'  fees, in  connection  with the  preparation,  execution,
operation  and  enforcement  of,  or  legal  advice  in  respect  of  rights  or
responsibilities  under, this Agreement and any document delivered in connection
herewith,  to the  extent  that  such  expenses  are not  timely  reimbursed  or
reimbursable  by the Company,  and (b) to indemnify  and hold harmless the Agent
and any of its principals, directors, officers or employees, on demand, pro rata
in accordance with its Investment Percentage,  from and against all liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements of any kind or nature  whatsoever which may be imposed
on, incurred by, or asserted against the Agent in any way relating to or arising
out of the Other Security  Documents or any action taken or omitted by the Agent
under the Other  Security  Documents,  to the  extent  that  expenses  and costs
incurred by it in  connection  with such  liability  are not  reimbursed  by the
Company;  provided  that no  Investor  shall be liable  for any  portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements  resulting from the Agent's gross negligence or
willful misconduct.

     SECTION 5.6 Other  Investors.  None of the Investors  shall be deemed to be
agent of any other Investors;  none of such Investors or any of their respective
directors, officers or employees shall have any responsibility to the Company on
account of the failure or delay in  performance  or breach of any other Investor
of any of its  obligations  hereunder or to any other Investor on account of the
failure  of or delay in  performance  or  breach by any  other  Investor  or the
Company of its obligations hereunder.

     SECTION 5.7 Removal or  Resignation  of Agent.  The Agent may resign at any
time by giving  written  notice thereof to the Investors and the Company and may
be removed at any time, with or without cause,  by the "Majority  Consent of the
Note holders"  (defined  below),  and upon any such  resignation  or removal the
Majority Consent of the Note holders shall have the right to appoint a successor
Agent.  "Majority  Consent  of the Note  holders"  shall  mean any  Investor  or
Investors  holding Notes  evidencing,  in the aggregate,  an amount equal to not
less than 50.1% of the aggregate principal amount of all Notes then outstanding.
If no successor  Agent shall have been so  appointed by the Majority  Consent of
the Note holders,  and shall have accepted such appointment,  within thirty (30)
days after the retiring  Agent's giving of notice of resignation or the Majority

                                       14
<PAGE>

Consent of the Note holders'  removal of the retiring  Agent,  then the retiring
Agent may,  on behalf of the  Investors,  appoint a  successor  Agent.  Upon the
acceptance by a successor  Agent of its  appointment  as Agent  hereunder,  such
successor  Agent  shall  thereupon  succeed  to and become  vested  with all the
rights,  powers,  privileges and duties of the retiring Agent,  and the retiring
Agent shall be discharged from its duties and obligations  under this Agreement.
After any  retiring  Agent's  resignation  or removal  hereunder  as Agent,  the
provisions  of this Section 5 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent under this Agreement.

     SECTION  5.8 Fees and  Expenses of Agent.  Upon any Event of  Default,  the
reasonable  attorneys'  fees and the  legal  and other  expenses  for  pursuing,
searching for, receiving,  taking, keeping, storing, advertising for the sale of
and selling the Collateral incurred by the Agent shall be chargeable to and paid
by the Company.

                                   ARTICLE VI
                                  MISCELLANEOUS

     SECTION 6.1 Notices.  Any and all  notices,  requests,  demands,  consents,
approvals  or other  communications  required or permitted to be given under any
provision of this  Agreement  shall be in writing and shall be deemed given upon
personal delivery or the mailing thereof by first class, registered or certified
mail, return receipt requested,  postage prepaid, by telecopier or facsimile, or
by overnight  delivery  service or by courier service to the addresses listed at
the head of this  Agreement  with respect to the Company and with respect to the
Investors to the respective addresses and/or telecopier/facsimile numbers listed
on Schedule I hereto.  Any party may change its address for the purposes of this
Agreement by notice to the other party given as aforesaid.

     SECTION 6.2 No Waiver;  Cumulative Remedies.  No failure to exercise and no
delay in exercising, on the part of the Investors, any right, power or privilege
hereunder or under the Notes or any Other Security  Documents shall operate as a
waiver thereof;  nor shall any single or partial exercise of any right, power or

                                       15
<PAGE>

privilege  hereunder  preclude  any other or  further  exercise  thereof  or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided are cumulative and not exclusive of any rights or remedies  provided by
law. No modification, or waiver of any provision of this Agreement or the Notes,
no consent to any departure by the Company from the provisions hereof or thereof
shall be  effective  unless the same  shall be  effective  only in the  specific
instance and for the purpose for which it is given.  The provisions set forth in
Articles III and IV of this Agreement may be waived by written  Majority Consent
of the Note  holders.  No notice to the Company shall entitle the Company to any
other or  further  notice in other or  similar  circumstances  unless  expressly
provided for herein.  No course of dealing between the Company and the Investors
shall  operate  as a waiver of any of the  rights of the  Investors  under  this
Agreement.

     SECTION 6.3 Captions.  The captions of the various sections and subsections
of this Agreement have been inserted only for the purposes of  convenience,  and
shall not be deemed in any manner to modify, explain, enlarge or restrict any of
the provisions of this Agreement.

     SECTION  6.4  Payment  of Fees.  The  Company  agrees  to pay all costs and
expenses of the Investors  and the Agent in enforcing or  preserving  any of the
rights and remedies  available to the Investors under this Agreement,  the Notes
or under any other documents,  instruments or writings executed and delivered to
the Investors or the Agent in connection herewith including, without limitation,
legal fees, costs and  disbursements  of the Investors' or Agent's  attorneys in
the enforcement thereof.

     SECTION 6.5 Liability for  Deficiency.  The Company shall remain liable for
any deficiency relating to the obligations underlying the Notes resulting from a
sale of the Collateral and shall pay any such deficiency forthwith on demand.

     SECTION 6.6 Survival of Agreements.  All  agreements,  representations  and
warranties made herein and in any certificates  delivered  pursuant hereto shall
survive the  execution and delivery of this  Agreement,  the Notes and the Other
Security  Documents,  and shall  continue  in full  force and  effect  until the
indebtedness of the Company under the Notes and all other obligations  hereunder
and  thereunder  have been paid in full.  The  provisions  of Section  1.3 shall
survive the exercise of the Investors' rights under the Notes.

                                       16
<PAGE>

     SECTION 6.7  Additional  Investors.  In the event that, at any time or from
time to time,  the  Company  holds an  additional  closing  with  respect to the
Offering and issues Additional Notes to additional  investors  (collectively the
"Additional  Investors"  and  individually  an  "Additional  Investor"),   as  a
condition  precedent  to such  closing  and Note  issuance,  the  Company  shall
countersign a copy of this Agreement with each Additional Investor and each such
Additional  Investor  shall agree to sign a copy of this  Agreement  (for and on
behalf of  himself or itself,  his or its legal  representatives  and his or its
transferees  and  assigns)  thereby  agreeing  to be  bound  by  all  applicable
provisions  of  this  Agreement  as a party  hereto  and in the  capacity  of an
Investor.  Except as provided  herein,  upon any such  additional  closing  with
respect  to the  Offering  and  Note  issuance,  all  references  herein  to the
Investors  or to any  Investor  shall  thereafter  be  deemed  to  include  such
Additional Investor,  and upon such closing, each such Additional Investor shall
be added to Schedule I.

     SECTION  6.8  Amendments.  Except as set forth  above in Section  6.7,  the
Company and Agent may amend this Agreement only by written agreement between the
Company  and the Agent  upon  receipt of  written  Majority  Consent of the Note
holders;  provided, that no such amendment shall have the effect of modifying in
any manner the definition of "Majority Consent of the Note holders" set forth in
Section 5.7.

     SECTION  6.9 Third  Party  Beneficiary.  To the extent  that the Agent,  in
accordance  with Section 5.1(a) herein,  enters into any agreement or instrument
pursuant to which a third party is granted  senior  rights to the  Collateral or
any portion  thereof,  the parties hereto agree that such third party shall be a
third party beneficiary of this Agreement.

     SECTION 6.10  Successors and Assigns.  This Agreement shall be binding upon
and inure to the benefit of the Company and the Investors  and their  respective
successors  and assigns,  except that the Company may not transfer or assign any
of its rights or interests  hereunder  without the prior written  consent of the
Investors,  which  consent may be given or withheld in the  Investors'  absolute
discretion.  An Investor may assign this  Agreement  and its rights or interests
hereunder in accordance with Section 1.5 hereof.

                                       17
<PAGE>

     SECTION  6.11  Construction  of  Agreement;  Jurisdiction  and Venue.  This
Agreement, the Notes and Other Security Documents and the rights and obligations
of the parties  hereunder and thereunder shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York, without regard
to  principles  of  conflicts  of law.  THE  COMPANY AND EACH  INVESTOR,  IN ANY
LITIGATION  IN WHICH ANY  INVESTOR  OR THE  COMPANY  SHALL BE AN ADVERSE  PARTY,
WAIVES TRIAL BY JURY,  WAIVES THE RIGHT TO CLAIM THAT A FORUM OR VENUE SPECIFIED
HEREIN IS AN  INCONVENIENT  FORUM OR VENUE AND WAIVES THE RIGHT TO INTERPOSE ANY
SETOFF, DEDUCTION OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION,  AND 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,  AND THE  COMPANY  AND EACH  INVESTOR
FURTHER AGREE TO ACCEPT AND ACKNOWLEDGE SERVICE OF ANY AND ALL PROCESS WHICH MAY
BE SERVED UPON THEM IN ANY SUCH SUIT, ACTION OR PROCEEDING CERTIFIED MAIL TO THE
ADDRESS AS SET FORTH ON THE COVER OF THIS  AGREEMENT WITH RESPECT TO THE COMPANY
AND ON SCHEDULE I HERETO WITH RESPECT TO THE INVESTORS. If any of the provisions
of this Agreement shall be or become illegal or unenforceable under any law, the
other provisions shall remain in full force and effect.

     SECTION 6.12 Interest.  Anything in the  Agreement,  the Notes or the Other
Security  Documents to the contrary  notwithstanding,  the  Investors  shall not
charge, take or receive, and the Company shall not be obligated to pay, interest
in excess of the maximum rate from time to time permitted by applicable law.

     SECTION 6.13 Currency. All amounts of currency expressed hereunder or under
the Notes or the Other Security Documents shall refer to United States dollars.

                                       18

<PAGE>

     SECTION 6.14  Counterparts.  This  Agreement may be signed in any number of
counterparts  with the same effect as if the signatures to each counterpart were
upon a single instrument,  and all such counterparts together shall be deemed an
original of this Agreement.
















                                       19
<PAGE>



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


                                            VITAL LIVING, INC.


                                            By:_________________________________
                                                     [Name and Title]



                                            HCFP/BRENNER SECURITIES, LLC, AGENT


                                            By:_________________________________
                                                     [Name and Title]




                                            INVESTORS LISTED ON SCHEDULE I


                                       20
<PAGE>


                          [COUNTERPART SIGNATURE PAGE]



         IN WITNESS WHEREOF, the following party hereto has executed this
Security Agreement, dated as of December _____, 2003, indicating its intent to
be bound by the terms and conditions of the Security Agreement, as of the date
set forth below.

                                             ______________________________
                                                 [NAME OF INVESTOR]



Date:_______________________________      By:______________________________
                                                 Name:
                                                 Title:
                                                 Address for Notices:




ACCEPTED AS OF

December __, 2003

                               VITAL LIVING, INC.



By:______________________________________
Name:
Title:

                                       21
<PAGE>

                                   SCHEDULE I

                                LIST OF INVESTORS



                                                 Telephone and
Name                       Address               Facsimile Number












                                       i