VITAL LIVING, INC. 5080 North 40th Street Suite 105 Phoenix, Arizona 85018

Exhibit 10.44

VITAL LIVING, INC.
0000 Xxxxx 00^xx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000

Gentlemen:

        This letter shall serve to amend the Stockholders' Agreement ("Agreement"), dated as of August 14, 2003, among Vital Living, Inc., Xxxxxxx Xxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx, SkyePharma PLC and Fifth Avenue Capital, Inc. (capitalized terms used herein that are defined in the Agreement shall have the same meanings herein as in the Agreement).

        For purposes of the Agreement:

1.

The term "Founders Group" shall mean Xxxxxx and Hannah but will exclude Xxxxx; and



2.

The terms "Stockholder" and "Stockholders" shall mean Xxxxxx, Xxxxxx, Skye, Fifth Avenue Capital and Xxxxxx but will exclude Xxxxx.



3.

Section 1.1(b)(i) shall be amended and restated as follows:

"For so long as the Founders Group shall beneficially own, in the aggregate, at least 65% of the Shares held by them on the date hereof, after the consummation of the Transactions, they shall be entitled to nominate and have elected three (3) directors acceptable to them in their sole discretion (the "Founders Directors")."

Dated as of January 13, 2004

				VITAL LIVING, INC.
				By:		/s/  XXXXXX X. XXXXXX Name: Xxxxxx X. Xxxxxx Title: Chief Executive Officer
AGREED:
SKYEPHARMA PLC				FIFTH AVENUE CAPITAL, INC.
By:		/s/  XXXXXX XXXXXXXXX Name: Xxxxxx Xxxxxxxxx Title: Finance Director		By:		/s/  XXXXXXX XXXXXX Name: Xxxxxxx Xxxxxx Title: President
/s/  XXXXXXX XXXXX Xxxxxxx Xxxxx				/s/  XXXXXXX XXXXXX Xxxxxxx Xxxxxx
/s/  XXXXXX XXXXXX Xxxxxx Xxxxxx				/s/  XXXXXX XXXXXX Xxxxxx Xxxxxx