First Amendment

Distribution Agreement

by Vital Living
February 28th, 2002
                               FIRST AMENDMENT
                                     TO
                           DISTRIBUTION AGREEMENT
                                   BETWEEN

                  Vital Living, Inc., a Nevada Corporation

                                     AND

          Advanced Medical China, Ltd., a Hong Kong Limited Company


      THIS  FIRST AMENDMENT TO DISTRIBUTION AGREEMENT ("Amendment No. 1")  is
made  and entered into effective the 26th day of February, 2002, by and among
Vital  Living, Inc., a Nevada corporation ("Vital"), Advanced Medical  China,
Ltd., a Hong Kong Limited Company ("AMC") and AHI Management Hong Kong, Ltd.,
a Hong Kong Limited Company ("AHI").

                                  RECITALS

      WHEREAS, Vital and AMC entered into a Distribution Agreement on  August
21,  2001,  whereby AMC was to offer Vital's products as part of its  general
line  of  products  to  all AMC existing cardiovascular physician  customers,
hospitals and any other customers to which it currently offers product and to
any  new  customer within China, Taiwan and Hong Kong, including the  Beijing
International  Heart  Hospital;

     WHEREAS, as consideration for AMC's services Vital granted AMC an option
to  purchase 1,000,000 shares of Vital's common stock at $0.35 per share (the
"Options");

      WHEREAS,  AMC desires to assign all rights and compensation  under  the
Distribution Agreement to AHI;

      WHEREAS,  Vital  and  AMC  desire to amend the  Distribution  Agreement
pursuant to this Amendment No. 1.

      NOW,  THEREFORE, for and in consideration of the foregoing, and of  the
mutual  covenants, agreements, undertakings, representations  and  warranties
contained herein, the parties hereto agree as follows:

      All  rights and compensation under the Distribution Agreement shall  be
assigned to AHI effective as of the date of this Amendment No. 1. AHI  agrees
to be bound by all terms and conditions of the Distribution Agreement and has
the  same  capabilities as AMC to provide the services  as  outlined  in  the
Distribution Agreement. In addition, Vital hereby consents to the  assignment
and agrees to transfer the Options to AHI.



     IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of
the date first above written.

"Vital"

Vital Living, Inc., a Nevada Corporation


By: /s/ Bradley Edson
       Bradley D. Edson, C.E.O.


"AMC"

Advanced Medical China, Ltd., a Hong Kong Limited Company


By: /s/ Kevin MacDonald
       Kevin J. MacDonald, Managing Director


"AHI"

AHI Management Hong Kong, Ltd., a Hong Kong Limited Company


By: /s/ Kevin MacDonald


Its: Managing Member