<SEQUENCE>4

<FILENAME>vtlv8k121503ex42.txt

<DESCRIPTION>FORM OF SENIOR SECURED NOTE

<TEXT>

     THIS PROMISSORY NOTE AND THE SECURITIES  OBTAINABLE UPON CONVERSION  HEREOF

     (COLLECTIVELY,  THE  "SECURITIES")  HAVE  NOT  BEEN  REGISTERED  UNDER  THE

     SECURITIES ACT OF 1933, AS AMENDED ("THE ACT"),  OR THE SECURITIES  LAWS OF

     ANY STATE. THE SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED

     EXCEPT PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER SUCH ACT AND

     APPLICABLE  STATE  SECURITIES  LAWS OR PURSUANT TO AN APPLICABLE  EXEMPTION

     FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.





                         SENIOR SECURED CONVERTIBLE NOTE





U.S. $_______                                                December ___, 2003



     FOR  VALUE  RECEIVED,   Vital  Living,  Inc.,  a  Nevada  corporation  (the

"Company"),  hereby promises to pay to the order of _____________ (the "Lender")

the principal amount of ______________  ($_____________) Dollars (the "Principal

Amount"), together with all accrued but unpaid interest on this Note on December

__, 2008  [fifth  anniversary  of closing]  (the  "Maturity  Date"),  subject to

conversion as provided  herein.  The outstanding  Principal  Amount of this Note

shall bear interest at the rate of twelve  percent  (12%) per annum  (calculated

daily on the basis of a 360-day year and actual  calendar days elapsed)  payable

semi-annually  beginning  June __,  2004  and  thereafter  on each  June ___ and

December ___.  Interest at the rate of eight percent (8%) per annum will be paid

in cash and the  balance  of four  percent  (4%) per annum  may be paid,  at the

Company's sole option, either in cash or in fully paid and non-assessable shares

of the Company's common stock, $0.001 par value per share ("Common Stock").  If,

to the extent permitted hereunder,  the Company issues shares of Common Stock to

pay the interest due under this Note ("Interest  Shares"),  such shares shall be

valued at the  average  of the last sales  price of the Common  Stock for the 10

Trading Days ended five  business  days prior to the relevant  interest  payment

date.



     The first two interest payments to be made under this Note (payments due on

June ___, 2004 and December ___,  2004) have been placed in an interest  bearing

escrow account pursuant to that certain escrow  agreement,  dated as of the date

hereof, between the Company and Graubard Miller, as escrow agent.



     Both the Principal  Amount and all accrued interest shall be paid in lawful

money of the United States of America and/or, to the extent permitted hereunder,

Interest  Shares to the Lender at  __________________________,  or at such other

address as the  Lender may  designate  by notice in writing to the  Company,  in

immediately available funds.



     If any payment hereunder falls due on a Saturday,  Sunday or legal holiday,

it shall be payable on the next succeeding business day and such additional time

shall be included in the computation of interest.



<PAGE>



     The  Company  may redeem  this Note,  in whole but not in part,  commencing

December ___, 2004,  upon not less than twenty (20) business days' prior written

notice to the Lender as described in Section 13 hereof ("Redemption  Notice") at

the Principal Amount,  without premium or penalty, but with all interest accrued

up until  the date of  prepayment,  provided  that the last  sales  price of the

Common  Stock is at least $3.00 for the ten (10)  consecutive  Trading  Days (as

defined in  Section  5(g),  below)  ending the day prior to the day on which the

Redemption  Notice is sent to the Lender.  The sending of the Redemption  Notice

shall not affect the  Lender's  ability to convert the Note at any time prior to

the date set for redemption.



     This Note is one of a series of Senior Secured  Convertible  Notes ("Senior

Notes" or  "Notes")  containing  substantially  identical  terms and  conditions

issued  pursuant  to  a  Securities  Purchase  Agreement  ("Securities  Purchase

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