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                      INDEPENDENT CONTRACTOR AGREEMENT

                          "Celebrity Spokesperson"



     THIS AGREEMENT (the "Agreement") is entered into and effective August 1,

2001, between Vital Living Inc., ("VL") and  Babe Parilli ("Contractor").



                                  RECITALS



     A.    Vital Living  is engaged in, among other things, the marketing and

distribution  of  a  line  of  nutritional  products  for  both  professional

resellers  such  as Chiropractors, and direct retail sales to  consumers.  VL

wishes to use the services of Contractor for the purposes of assisting VL  in

promoting and marketing its product line and its business in general.



      B.   Contractor  wishes to provide services to  VL  as  an  independent

contractor.  In connection with his work, Contractor will be given access to,

generate,  or  otherwise  come  into contact  with  certain  proprietary  and

confidential information of VL.



     NOW, THEREFORE, the parties agree as follows:



                            TERMS AND CONDITIONS



      1.   Scope of Work.  Contractor will perform the services of "Celebrity

Spokesman"  for  VL.  These services will include  but  not  be  limited  to,

personal appearances not to exceed three per year, assistance with production

of  audio  and  visual marketing materials for VL products  as  requested  by

providing  Contractor's  image  and  voice,  preparing  written  testimonials

regarding  VL products and other promotional services as may be requested  by

VL.   Contractor represents that he is qualified to perform such services and

that  he  will  use  reasonable professional skill and his  best  efforts  to

perform   the  work.   Contractor  will  abide  by  VL's  ordinary  policies,

procedures, and rules of conduct and will comport himself lawfully  and  with

integrity.  Contractor will at all times be and represent himself  to  be  an

independent contractor, not an agent or employee.



     2.   License.  Contractor grants VL a perpetual, royalty-free license to

use  his name, voice, image, and likeness independently to promote VL or  its

products or as incorporated into any audio, visual or written materials  (the

"Materials")  created  by VL in connection with this  Agreement.   Contractor

further grants VL the right to reproduce the content of any Materials in  any

media,  including  but not limited to distribution over  the  Internet.   All

Materials  will  be  owned  by  VL  and VL  may  use  the  Materials  without

restriction.  Contractor assigns to VL any right, title or interest in or  to

the Materials.



      3.   Place of Work and Materials.  Contractor will perform the services

at  such location agreed to by VL.  Any equipment or materials paid for by VL

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