CONSULTING AGREEMENT





      THIS CONSULTING AGREEMENT dated as of October 8, 2002 by and between

Martin Wallace (hereinafter referred to as "Consultant"), having an office at

351 E. 84th Street, Suite 29c , New York, NY 10028 and Vital Living, Inc., 5080

N. 40th Street, Suite 105 Phoenix, Arizona 85018 (the "Company").



      The Company is engaged, inter alia, in the formulation and marketing of

condition specific supplements formulated by physicians for distribution through

physicians, as an integral part of patient treatment protocols. The Consultant

is engaged in the marketing of nutraceuticals to physician preferred provider

organizations, health plans, medical groups, and other medical service entities

(collectively, "Medical Service Providers" or "MSP").



      The Company wishes to retain the services of the Consultant to market the

Company's nutraceutical product for cardiovascular patients marketed under the

name Essentum (TM) (the "Product") to various MSPs for the purposes of entering

into Conforming Contracts (as defined below) with the Company pursuant to which

such MSP will promote, and recommend the Company's products to its members (the

foregoing being described herein as "Services"), and Consultant has agreed to

provide the Services to the Company, pursuant to the terms hereof;



      NOW, THEREFORE, in consideration of the mutual premises and covenants

herein contained, the parties hereto agree as follows:



1. ENGAGEMENT.



      (a) Company hereby engages Consultant to provide the non-exclusive

Services pursuant to the terms and conditions hereof. Consultant shall be

obligated to follow only the direction and supervision of Company's senior

executives (presently Brad Edson, Ken Lind and Stuart Benson).



      (b) Consultant shall provide, on a monthly basis, written reports as to

the Services rendered hereunder, and shall respond verbally at the request of

the Company to any inquiries made by the Company in that regard.



2. COMPENSATION.



      (a) In exchange for the full, prompt and satisfactory performance of the

Services, but expressly coordinated on the execution of a Conforming Contract

(as defined below), Company shall pay the Consultant a monthly retainer fee of

$7,500.00 (the "Monthly Retainer"), inclusive of any expenses incurred by

Consultant. The Monthly Retainer shall be paid on the date the first Conforming

Contract (as such term is defined below) is entered into by the Company (such

date being the "Initial Payment Date") and shall continue until the Termination

Date.

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      (b) In addition to the Monthly Retainer, the Company shall pay a

commission to Consultant equal to the "Excess Price" for each unit of the

Product sold by Consultant. "Excess Price" shall mean the amount received by the

Company, net of returns (which may be estimated by the Company), in excess of a

$22.00 per Unit price, plus shipping and handling costs (not to exceed $6.00 per

Unit), (the then effective Unit cost, plus such other costs, being referred to

as the "Wholesale Price"). The Company may adjust the Wholesale Price, at any

time, or from time to time, upon 30 days notice to Consultant; provided however,

the Wholesale Price cannot be adjusted by the Company for the first 180 days

following the date of the first Conforming Contract.



      (c) When the Board of Directors next meets to award nonqualified stock

options, Consultant's name will be submitted by management of the Company to

receive nonqualified stock options (the "Options") to acquire up to 500,000

shares of the Company's common stock at an exercise price equal to $2.00. The

terms of any option grant are subject to board approval and a formal written

option agreement; it being acknowledged and agreed that such Options shall vest

at a rate equal to 2 times the number of Units of paid in full orders for the

Product from "Conforming Contracts" (as such term is defined below) during the

first twelve months of this Agreement. For purposes of this Agreement, a

Conforming Contract is contract with a MSP which (i) agrees to actively endorse

, and promote the Products and who contractually agrees that the Products will

be the exclusive products endorsed and promoted by them relative to the

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