VITAL LIVING, INC.

                          REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT (the "Agreement"),  dated as of December
15, 2003, is made by and between Vital Living,  Inc., a Nevada  corporation (the
"Company"),  and the  individuals  and entities set forth on the signature  page
hereto  as such page may be  amended  from  time to time to  include  Additional
Investors (as defined in Section 12) (each an "Investor" and  collectively,  the
"Investors").

     WHEREAS,  in connection with that certain Securities  Purchase Agreement by
and among the Company and the Investors of even date  herewith (the  "Securities
Purchase  Agreement"),  the Company  desires to sell to the  Investors,  and the
Investors  desire to  purchase  from the  Company,  (a) certain  senior  secured
convertible notes (each a "Note" and collectively the "Notes"), and (b) warrants
(the  "Warrants") to purchase shares of the Company's  common stock,  $0.001 par
value per share (the "Common Stock"); and

     WHEREAS,  to induce the  Investors to purchase the Notes and the  Warrants,
the  Company has agreed to  register  the shares of Common  Stock into which the
Notes may be  convertible  and the shares of Common Stock issuable upon exercise
of the Warrants pursuant to the terms of this Agreement;

     NOW, THEREFORE,  the Company and the Investors hereby covenant and agree as
follows:

     1. Certain  Definitions.  As used in this  Agreement,  the following  terms
shall have the following respective meanings:

     "Commission"  shall mean the  Securities  and Exchange  Commission,  or any
other federal agency at the time administering the Securities Act.

     "Common Stock" shall mean the common stock,  par value $0.001 per share, of
the Company.

     "Exchange Act" shall mean the Securities  Exchange Act of 1934, as amended,
and the rules and  regulations  of the  Commission  thereunder,  all as the same
shall be in effect at the time.

     "Register,"   "registered"  and  "registration"   each  shall  refer  to  a
registration  effected  by  preparing  and filing a  Registration  Statement  or
statements or similar  documents in compliance  with the  Securities Act and the
declaration  or ordering of  effectiveness  of such  Registration  Statement  or
document by the Commission.

     "Registrable  Securities"  shall mean (i) the Common  Stock  issuable  upon
conversion  of the Notes (or that may be  issuable  upon the  conversion  of any
other equity security  issuable upon  conversion of the Notes),  (ii) the Common
stock  issuable  upon  exercise of the  Warrants,  and (iii) any other shares of
Common Stock issued as a dividend,  interest payment or other  distribution with

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respect to or in  exchange  for or in  replacement  of such  Notes,  Warrants or
Common  Stock,  provided,  however,  that  shares  of  Common  Stock  which  are
Registrable  Securities  shall cease to be  Registrable  Securities (x) upon any
sale pursuant to a Registration  Statement or Rule 144 under the Securities Act,
(y) at such time,  as they may be freely sold by the  Investor  pursuant to Rule
144(k) under the  Securities  Act or (z) upon any sale in any manner to a person
or entity which is not entitled, pursuant to Section 9, to the rights under this
Agreement.

     "Securities Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder,  all as the same shall be in
effect at the applicable time.

     "Capitalized terms" used but not defined herein shall have the meanings set
forth in the Securities Purchase Agreement or the Notes.

     2. Registration.

     (a) The Company shall file with the Commission a Registration  Statement on
Form SB-2, S-1 or S-3 or such other appropriate form as may be prescribed by the
Securities  Act,  covering the  Registrable  Securities on or before January 14,
2004 (the "Target  Registration  Date"). In the event that (i) such Registration
Statement is not filed by the Target Registration Date or (ii) the Company fails
to respond in writing to comments received from the Commission within 30 days of
receipt of such comments,  the Company will pay to each Investor,  as liquidated
damages, an amount equal to 2.0% of the principal amount of such Investor's Note
for each 30-day period (or pro rata for any portion thereof) for so long as such
circumstance  continues.  The amounts payable as liquidated  damages pursuant to
this  paragraph  shall be payable in lawful money of the United States and shall
be paid  monthly  within  ten (10)  business  days of the last day of each month
following the Target  Registration Date until (i) the Registration  Statement is
filed  with the SEC or (ii) the  Company  has  responded  to  comments  from the
Commission, as applicable. Amounts payable as liquidated damages hereunder shall
cease when a Investor no longer holds Registrable Securities.

     (b) The Company shall use reasonable best efforts to have such Registration
Statement  declared effective as promptly as practicable and no later than April
15, 2004 (the "Target  Effective  Date"),  and to maintain the effectiveness and
use of such  Registration  Statement until no earlier than (i) the date on which
all  of the  Registrable  Securities  may be  resold  by the  Investors  without
restriction  pursuant to Rule 144(k) under the Securities  Act, or (ii) the date
on which all of the Registrable  Securities have been sold. If the  Registration
Statement  is (i) not  declared  effective  by the SEC on or before  the  Target
Effective Date or (ii) subject to customary  blackout  periods  described below,
such  Registration  Statement  does not remain  effective and available for use,
then the Company  will pay to each  Investor  that is then  holding  Registrable
Securities,  as  liquidated  damages,  an amount equal to 2.0% of the  principal
amount  of such  Investor's  Note for each  30-day  period  (or pro rata for any
portion   thereof)   following  the  Target  Effective  Date  during  which  the
Registration  Statement is not declared  effective or does not remain  effective
and available for such use. The amounts payable as liquidated  damages  pursuant
to this  paragraph  shall be  payable in lawful  money of the United  States and
shall be paid monthly within ten (10) business days of the last day of each

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month following the Target  Effective Date until the  Registration  Statement is
declared  effective by the SEC and  available for such use.  Amounts  payable as
liquidated  damages  hereunder  shall  cease  when a  Investor  no longer  holds
Registrable Securities.  Notwithstanding the foregoing, in the event the Company
furnishes to each Investor a certificate  signed by the Chief Executive  Officer
of the  Company  (each,  a  "Blackout  Notice")  stating  that in the good faith
judgment  of the  Board of  Directors  of the  Company  it  would be  materially
detrimental  to the  Company  and its  stockholders  to amend  the  Registration
Statement because such amendment would require disclosure of material non-public
information, the disclosure of which would have a material adverse effect on the
Company  taken as a whole,  the  Company  shall be excused  from  amending  such
Registration Statement and from paying damages hereunder for a reasonable period
of time not to exceed forty-five (45) days.

     (c) The  Company  agrees  that it will not enter  into any  acquisition  or
disposition  agreements which, upon consummation,  would require the filing of a
Current Report on Form 8-K containing audited financial  statements (a "Material
Acquisition")   until  the  Registration   Statement  covering  the  Registrable
Securities is declared  effective.  The Company  further agrees that,  after the
Registration   Statement   covering  the  Registrable   Securities  is  declared
effective,  it will not enter into an agreement for any Material Acquisition for
a period of at least 60 days unless such Registration Statement is on Form S-3.

     3. Registration Procedures.  If and whenever the Company is required by the
provisions  of Section 2 hereof to effect the  registration  of any  Registrable
Securities  under the  Securities  Act, the Company  will, as  expeditiously  as
possible:

     (a) prepare and file with the  Commission the  Registration  Statement with
respect to such  securities,  which  Registration  Statement shall comply in all
material  respects  with  the  requirements  of  the  Commission,  and  use  its
reasonable best efforts to cause such Registration Statement to become effective
not later than 60 days from the Target Effective Date;

     (b) prepare and file with the Commission such amendments and supplements to
such Registration  Statement and the prospectus used in connection  therewith as
may be necessary to keep such  Registration  Statement  effective and up-to-date
and  comply  with  the  provisions  of the  Securities  Act  and the  rules  and
regulations  promulgated  thereunder  with  respect  to the  disposition  of all
Registrable Securities covered by such Registration Statement in accordance with
the intended method of disposition set forth in such Registration  Statement for
such period;

     (c) furnish to each Investor  proposing to sell Registrable  Securities and
to  each  underwriter  such  number  of  copies  of the  Registration  Statement
(including  amendments and supplements  thereto and, in each case, all exhibits)
and the  prospectus  included  therein  (including  each  preliminary or summary
prospectus)  as such persons  reasonably  may request in order to facilitate the
intended disposition of the Registrable  Securities covered by such Registration
Statement;

     (d) use its  best  efforts  (i) to  register  or  qualify  the  Registrable
Securities covered by such Registration  Statement under the securities or "blue
sky" laws of such  jurisdictions as the Investors  proposing to sell Registrable

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<PAGE>

Securities  or, in the case of an  underwritten  public  offering,  the managing
underwriter,  reasonably  shall  request,  (ii) to  prepare  and  file in  those
jurisdictions  such  amendments   (including   post-effective   amendments)  and
supplements,  and take such other actions,  as may be necessary to maintain such
registration  and  qualification  in  effect  at all  times  for the  period  of
distribution  contemplated thereby, and (iii) to take such further action as may
be  necessary  or  advisable  to  enable  the  disposition  of  the  Registrable
Securities in such jurisdictions,  provided,  that the Company shall not for any
such purpose be required to qualify  generally to transact business as a foreign
corporation  in any  jurisdiction  where it is not so qualified or to consent to
general service of process in any such jurisdiction;

     (e) use its best efforts to list the Registrable Securities covered by such
Registration Statement with any securities exchange on which the Common Stock of
the Company is then listed;

     (f)  immediately  notify  each  Investor  and each  underwriter  under such
Registration  Statement,  at any time  when a  prospectus  relating  thereto  is
required to be  delivered  under the  Securities  Act, of the  happening  of any
event, or the discovery thereof as a result of which the prospectus contained in
such Registration Statement, as then in effect, includes any untrue statement of
a material fact or omits to state a material fact required to be stated  therein
or  necessary  to make the  statements  therein not  misleading  in light of the
circumstances then existing and prepare and furnish to each Investor such number
of copies of a supplement  to, or an  amendment  of, such  prospectus  as may be
necessary so that, as thereafter delivered to the purchasers of such securities,
such, such prospectus  shall not include an untrue  statement of a material fact
or omit to state a material fact  required to be stated  therein or necessary to
make the statements  therein not misleading in light of the  circumstances  then
existing;

     (g) promptly  notify each Investor of the issuance by the Commission of any
stop order suspending the  effectiveness  of the  Registration  Statement or the
initiation of any proceedings for that purpose and make every reasonable  effort
to prevent the  issuance of any stop order and, if any stop order is issued,  to
obtain the lifting thereof at the earliest possible time;

     (h) in connection with an underwritten offering,

          (i) enter into an  underwriting,  agency,  placement,  subscription or
other agreement with respect to the offer and sale of the Registrable Securities
and  perform  its  obligations  thereunder,  in  usual  and  customary  form and
substance, including, but not limited to,

               (A) usual and customary indemnities;

               (B)  the  provision  by  officers  of the  Company  of  customary
certificates;

               (C) the  provision  by  independent  counsel  to the  Company  of
customary  opinions and letters (which counsel and opinions and letters shall be
reasonably satisfactory to the lead underwriters) addressed to the Investors and

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the underwriters,  covering such matters as are customarily  covered in opinions
and letters  requested in underwritten  offerings of equity and convertible debt
securities  and  such  other  matters  as may  be  reasonably  requested  by the
Investors and the  underwriters  (it being agreed that the matters to be covered
by  such  opinions  and  letters  shall  include,  without  limitation,  (1) the
effectiveness  of  the  Registration  Statement,   (2)  the  compliance  of  the
Registration  Statement and the prospectus,  including any prospectus supplement
thereto,  with the  requirements of the Securities Act, and (3) the absence from
the  Registration   Statement  and  the  prospectus,   including  any  documents
incorporated by reference therein and any prospectus  supplement  thereto, of an
untrue  statement of a material fact or the omission of a material fact required
to  be  stated  therein  or  necessary  to  make  the  statements   therein  not
misleading); and

               (D) the provision by the Company's independent public accountants
of customary  "comfort letters" addressed to the Investors and the underwriters,
covering such matters as are customarily  covered in "comfort letters" requested
in  underwritten  offerings of equity and  convertible  debt securities and such
other financial matters as may be reasonably  requested by the Investors and the
underwriters;  and (ii) if requested by the underwriters,  participate,  and use
its  best  efforts  to cause  its  executive  officers  to  participate,  in any
"roadshow"  or other  marketing  activities  intended  to aid in the  successful
disposition of the Registrable Shares;

     (i)  take  all actions  reasonably   necessary  to  facilitate  the  timely
preparation and delivery of certificates (not bearing any legend restricting the
sale or transfer of such securities)  representing the Registrable Securities to
be sold pursuant to the Registration  Statement and to enable such  certificates
to be in such denominations and registered in such names as the Investors or any
underwriters may reasonably request; and

     (j) take all other reasonable  actions necessary to expedite and facilitate
the  registration of the  Registrable  Securities  pursuant to the  Registration
Statement.

     4. Obligations of Holders.

     Each Investor shall furnish to the Company such information  regarding such
Investor,  the number of Registrable Securities owned and proposed to be sold by
it,  the  intended  method  of  disposition  of such  securities  and any  other
information as shall be required to effect the  registration  of the Registrable
Securities,  and  cooperate  with the  Company  in  preparing  the  Registration
Statement and in complying with the requirements of the Securities Act.

     5.  Expenses.  All  expenses  incurred  by the  Company in  complying  with
Sections 2 and 3 including, without limitation, all registration and filing fees
(including  fees payable to the  Commission and any other  regulatory  body with
which  the  Company  is  required  to  file),   printing   expenses,   fees  and
disbursements  of counsel and  independent  public  accountants for the Company,
fees and expenses (including counsel fees) incurred in connection with complying
with  state  securities  or  "blue  sky"  laws,  fees  of  transfer  agents  and
registrars, and reasonable fees and disbursements of one counsel for the holders
of  Registrable  Securities,  but  excluding  any Selling  Expenses,  are called

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"Registration  Expenses."  All  underwriting  discounts and selling  commissions
applicable to the sale of Registrable Securities are called "Selling Expenses."

     The Company will pay all Registration  Expenses and the Selling Expenses in
connection  with  each  sale  shall  be borne by the  participating  sellers  in
proportion to the number of Registrable  Securities  sold by each or as they may
otherwise agree.

     6. Indemnification and Contribution.

     (a) In the event of a  registration  of any of the  Registrable  Securities
under the  Securities Act pursuant to the terms of this  Agreement,  the Company
will  indemnify and hold harmless and pay and reimburse,  each Investor  selling
Registrable Securities thereunder, including its directors, officers, employees,
agents and  representatives,  each  underwriter of such  Registrable  Securities
thereunder  and each other  person,  if any, who controls any such person within
the  meaning of the  Securities  Act,  against any  losses,  claims,  damages or
liabilities, joint or several, to which such person may become subject under the
Securities  Act or  otherwise,  insofar  as  such  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue  statement or alleged untrue  statement of any material fact contained in
any  Registration   Statement  under  which  such  Registrable  Securities  were
registered   under  the  Securities  Act  pursuant  hereto  or  any  preliminary
prospectus  or final  prospectus  contained  therein,  including  any  amendment
thereto or supplement thereof or any documents  incorporated  therein,  or arise
out of or are based upon the  omission or alleged  omission  to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  or any violation or alleged violation of the Securities
Act or any state securities or blue sky laws and will reimburse each such person
for any legal or other expenses  reasonably  incurred by them in connection with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided, that the Company will not be liable vis-a-vis a particular indemnified
person if and to the extent  such  person's  loss,  claim,  damage or  liability
arises out of or is based upon the Company's  reliance on an untrue statement or
alleged untrue  statement or omission or alleged  omission so made in conformity
with  information  furnished by such person in writing  specifically  for use in
such Registration Statement or prospectus.

     (b) In the event of a  registration  of any of the  Registrable  Securities
under the  Securities  Act pursuant  hereto each  Investor  selling  Registrable
Securities  thereunder,  severally  and not  jointly,  will  indemnify  and hold
harmless the Company,  each person,  if any, who controls the Company within the
meaning  of the  Securities  Act,  each  officer  of the  Company  who signs the
Registration Statement,  each director of the Company, each underwriter and each
person who controls any  underwriter  within the meaning of the Securities  Act,
against all losses, claims,  damages or liabilities,  joint or several, to which
the Company or such officer,  director,  underwriter or  controlling  person may
become subject under the  Securities  Act or otherwise,  insofar as such losses,
claims,  damages or liabilities (or actions in respect  thereof) arise out of or
are based upon reliance on any untrue  statement or alleged untrue  statement of
any material  fact  contained  in the  Registration  Statement  under which such
Registrable  Securities were registered under the Securities Act pursuant hereto
or any preliminary  prospectus or final  prospectus  contained  therein,  or any
amendment or supplement  thereof, or arise out of or are based upon the omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein or

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necessary to make the statements therein not misleading,  and will reimburse the
Company and each such officer, director,  underwriter and controlling person for
any legal or other  expenses  reasonably  incurred  by them in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action,
provided,  that such Investor will be liable  hereunder in any such case only if
and only to the extent that any such loss, claim, damage or liability arises out
of or is based upon an untrue  statement or alleged untrue statement or omission
or alleged  omission made in reliance upon and in  conformity  with  information
pertaining  to such  Investor,  as such,  furnished in writing to the Company by
such Investor specifically for use in such Registration Statement or prospectus,
and provided,  that the liability of each Investor hereunder shall be limited to
the proceeds  received by such Investor from the sale of Registrable  Securities
covered by such  Registration  Statement.  Notwithstanding  the  foregoing,  any
indemnity  provided by any indemnifying  Investor in this Section 6(b) shall not
apply to amounts  paid by the  Company in  settlement  of any such loss,  claim,
damage,  liability or expense if such settlement is effected without the consent
of such  indemnifying  Investor.

     (c) Promptly after receipt by an indemnified  party  hereunder of notice of
the  commencement  of any action,  such  indemnified  party shall, if a claim in
respect thereof is to be made against the indemnifying  party hereunder,  notify
the  indemnifying  party in writing  thereof,  but the omission so to notify the
indemnifying  party shall not relieve it from any liability which it may have to
such indemnified party other than under this Section 6 and shall relieve it from
any liability which it may have to such  indemnified  party under this Section 6
only if and to the extent the  indemnifying  party is  materially  prejudiced by
such omission.  In case any such action shall be brought against any indemnified
party and it shall notify the indemnifying  party of the  commencement  thereof,
the indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel  reasonably
satisfactory to such indemnified  party, and, after notice from the indemnifying
party to such  indemnified  party of its election so to assume and undertake the
defense thereof,  the indemnifying party shall not be liable to such indemnified
party under this Section 6 for any legal expenses  subsequently incurred by such
indemnified  party in connection  with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected,  provided,  that
if the defendants in any such action include both the indemnified  party and the
indemnifying  party and the indemnified  party shall have  reasonably  concluded
based upon written  advice of its counsel that there may be reasonable  defenses
available to it which are different from or additional to those available to the
indemnifying  party or if the interests of the indemnified  party reasonably may
be  deemed  to  conflict  with the  interests  of the  indemnifying  party,  the
indemnified  party  shall  have the right to select a  separate  counsel  and to
assume such legal  defenses and otherwise to  participate in the defense of such
action,  with the expenses and fees of such separate  counsel and other expenses
related to such  participation  to be  reimbursed by the  indemnifying  party as
incurred.

     (d) If the  indemnification  provided  for in this  Section  6 is held by a
court of competent  jurisdiction to be unavailable to an indemnified  party with
respect to any loss, claim, damage, liability or action referred to herein, then
the  indemnifying   party,  in  lieu  of  indemnifying  such  indemnified  party
hereunder,  shall  contribute to the amounts paid or payable by such indemnified
party as a result  of such  loss,  claim,  damage,  liability  or action in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party on the one hand and of the  indemnified  party on the other in  connection

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with the  statements or omissions  which resulted in such loss,  claim,  damage,
liability or action as well as any other relevant equitable considerations.  The
relative fault of the indemnifying  party and of the indemnified  party shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information  supplied by the indemnifying party or by
the indemnified  party and the parties'  relative intent,  knowledge,  access to
information and opportunity to correct or prevent such statement or omission.

     7.  Changes in Capital  Stock.  If, and as often as, there is any change in
the  capital  stock of the  Company  by way of a stock  split,  stock  dividend,
combination   or   reclassification,   or   through  a  merger,   consolidation,
reorganization  or  recapitalization,   or  by  any  other  means,   appropriate
adjustment  shall  be made in the  provisions  hereof  so that  the  rights  and
privileges granted hereby shall continue as so changed.

     8.  Representations  and Warranties of the Company.  The Company represents
and warrants to the Investor as follows:

     (a) The  execution,  delivery  and  performance  of this  Agreement  by the
Company have been duly authorized by all requisite corporate action and will not
violate  any  provision  of law,  any  order of any  court or  other  agency  of
government,  the  Charter  or By-laws of the  Company  or any  provision  of any
indenture, agreement or other instrument to which it or any or its properties or
assets is bound,  conflict with,  result in a breach of or constitute  (with due
notice or lapse of time or both) a default under any such  indenture,  agreement
or other instrument or result in the creation or imposition of any lien,  charge
or encumbrance of any nature  whatsoever upon any of the properties or assets of
the Company or its subsidiaries.

     (b) This  Agreement has been duly executed and delivered by the Company and
constitutes the legal, valid and binding obligation of the Company,  enforceable
in accordance with its terms, subject to any applicable  bankruptcy,  insolvency
or other  laws  affecting  the  rights of  creditors  generally  and to  general
equitable principles and the availability of specific performance.

     9.  Assignment  of  Registration  Rights.  The  rights to have the  Company
register  Registrable  Securities  pursuant to this Agreement may be assigned by
the Investor to transferees or assignees of such securities;  provided, that the
Company is, within a reasonable time after such transfer, furnished with written
notice of the name and address of such transferee or assignee and the securities
with  respect to which such  registration  rights are being  assigned.  The term
"Investor" as used in this Agreement shall include such permitted transferees or
assignees.

     10. Rule 144 Requirements. The Company agrees to:

     (a) make and keep current public  information about the Company  available,
as those terms are understood and defined in Rule 144;

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     (b) use its best efforts to file with the Commission in a timely manner all
reports and other documents required of the Company under the Securities Act and
the  Exchange  Act (at any time  after it has become  subject to such  reporting
requirements); and

     (c)  furnish to any holder of  Registrable  Securities  upon  request (i) a
written  statement  by the  Company  as to its  compliance  with  the  reporting
requirements  of Rule 144 and of the Securities Act and the Exchange Act (at any
time after it has become subject to such reporting requirements), (ii) a copy of
the most recent annual or quarterly report of the Company,  and (iii) such other
reports and  documents of the Company as such holder may  reasonably  request to
avail itself of any similar rule or regulation of the Commission  allowing it to
sell any such  securities  without  registration.  11.  Termination.  All of the
Company's  obligations  to register  Registrable  Shares under  Sections 2 and 3
hereto shall  terminate upon the date on which no Investor holds any Registrable
Securities.

     12. Miscellaneous.

     (a) All  covenants  and  agreements  contained  in this  Agreement by or on
behalf of any of the parties  hereto  shall bind and inure to the benefit of the
respective  successors  and assigns of the  parties  hereto  (including  without
limitation transferees of any Registrable  Securities),  whether so expressed or
not.

     (b) All  notices,  requests,  consents and other  communications  hereunder
shall be in writing and shall be  delivered  in person,  mailed by  certified or
registered mail, return receipt requested, or sent by telecopier,  addressed (i)
if to the Company,  at Vital Living,  Inc.,  5080 North 40th Street,  Suite 105,
Phoenix,  AZ 85018,  Telecopier  No.: (602)  952-7129,  Attn:  Stuart A. Benson,
President (E-mail:  cafestu@aol.com)  or if to the Investor,  at the address set
forth beneath such  Investor's name on the signature page attached  hereto;  and
(ii) if to any holder of  Registrable  Securities,  to it at such address as may
have been  furnished to the Company in writing by such holder;  or, in any case,
at such other  address or addresses  as shall have been  furnished in writing to
the  Company  (in the  case of a holder  of  Registrable  Securities)  or to the
holders of  Registrable  Securities  (in the case of the Company) in  accordance
with the provisions of this paragraph;  and in either case, to Graubard  Miller,
600 Third Avenue,  32nd Floor, New York, New York 10016, Attn: David Alan Miller
(E-Mail: dmiller@graubard.com).

     (c) This Agreement 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  Agreement
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,

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<PAGE>

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  AGREEMENT OR ANY DOCUMENT OR AGREEMENT
CONTEMPLATED HEREBY.

     (d) This  Agreement  may not be amended or  modified  without  the  written
consent of the Company and the holders of at least a majority of the Registrable
Securities.

     (e)  Failure  of any  party to  exercise  any right or  remedy  under  this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.  No waiver shall be effective  unless and
until it is in writing and signed by the party granting the waiver.


     (f) This  Agreement  may be executed in two or more  counterparts,  each of
which shall be deemed an original,  but all of which together  shall  constitute
one and the same  instrument.  This Agreement,  once executed by a party, may be
delivered to the other party hereto by facsimile  transmission of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.

     (g) If any provision of this Agreement shall be held to be illegal, invalid
or unenforceable,  such illegality,  invalidity or unenforceability shall attach
only to such  provision  and shall not in any manner  affect or render  illegal,
invalid  or  unenforceable  any  other  provision  of this  Agreement,  and this
Agreement shall be carried out as if any such illegal,  invalid or unenforceable
provision were not contained herein.

     (h) This Agreement  constitutes  the entire  contract among the Company and
the  Investors  relative  to the subject  matter  hereof and  supersedes  in its
entirety  any and all prior  agreements,  understandings  and  discussions  with
respect thereto.

     (i) The headings of the Sections of this Agreement are for  convenience and
shall not by themselves determine the interpretation of this Agreement.

     (j) In the event that, at any time or from time to time,  the Company holds
a Closing  subsequent  to the Initial  Closing (as such terms are defined in the
Securities  Purchase  Agreement)  and issues  additional  Notes and  Warrants to
additional investors  (collectively the "Additional  Investors" and individually
an "Additional Investor"), as a condition precedent to such Closing, 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  as an
Investor.  Except  as  provided  herein,  upon any  such  Interim  Closing,  all
references  to the  Investors or to any Investor  shall  thereafter be deemed to
include such  Additional  Investor and all  references to the Notes and Warrants
shall be deemed to include the Notes and Warrants  purchased by such  Additional
Investors.

                                       10

<PAGE>



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


                               VITAL LIVING, INC.

                               By:________________________________
                                     Name:
                                     Title:


                               INVESTOR NAME



                               By:________________________________
                                     Name:
                                     Title:

                                     Address:




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