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



<PAGE>



with 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

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