EX-10.4






REAFFIRMATION AND RATIFICATION AGREEMENT AND AMENDMENT





January 6, 2006



Laurus Master Fund, Ltd.


c/o Laurus Capital Management, LLC


825 Third Avenue


New York, New York 10022



Ladies and Gentlemen:



Reference is made to the (a) Security and Purchase Agreement dated as of July 26, 2005 made by
Naturade, Inc, a Delaware corporation (the “Company”) in favor of Laurus Master Fund, Ltd., a
Cayman Islands company (“Laurus”) (as amended, modified or supplemented from time to time, (the
“Purchase Agreement”); (b) Ancillary Agreements referred to in the Purchase Agreement (each as
amended, modified or supplemented from time to time, the “Ancillary Agreements”) (b) Guaranty of
Peter Pocklington (as amended, modified or supplemented from time to time, the “Guaranty”), (b)
(the Purchase Agreement, the Ancillary Agreements and the Guaranty, collectively, the “Existing
Security and Guaranty Agreements”). Capitalized terms used but not otherwise defined herein shall
have the meanings given them in the Purchase Agreement.



WHEREAS, the Company has issued the following notes to Laurus on July 26, 2005 pursuant to the
Purchase Agreement whose outstanding principal amounts, including all accrued and unpaid interest
fees as of the date hereof are set forth below: Secured Convertible Term Note $909,090.91; Secured
Revolving Note $2,324,338.51; and Minimum Borrowing Note $500,000; and



WHEREAS, each of the Company and Laurus desire to amend and restate certain aspects of the
transactions contemplated by the Purchase agreement to, among other things,(i) eliminate the
Minimum Borrowing Note, and all references and provisions of the Purchase Agreement and the
Ancillary Agreements relating thereto, and further to allocate all amounts outstanding thereunder
on the date hereof to the Secured Revolving Note; (ii) allocate $598,482 of the principal amount
outstanding on the date hereof under the Secured Revolving Note to the Amended and Restated Secured
Term Note; (iii) issue an Amended and Restated Secured Term Note to the Purchaser in the original
principal amount of $1,650,000 (items (i), (ii) and (iii) are collectively referred to herein as
the (“Restructuring”) and (iv) issue 1,050,000 restricted shares of the Company’s common stock to
Laurus in connection with the transactions contemplated by the Restructuring.



NOW THEREFORE; in consideration of the foregoing, the parties hereto agree as follows.



1. The Minimum Borrowing Note is hereby extinguished and of no further force or effect; all
amounts outstanding under the Minimum Borrowing Note are hereby irrevocably transferred and
assigned to and shall constitute Loans under the Secured Revolving Note and shall remain
“Obligations” under the Purchase Agreement.



2. To induce Laurus to provide additional financial accommodations to the Company evidenced by
(i) that certain Amended and Restated Secured Term Note, dated January 6, 2006, made by the
Company in favor of Laurus (as amended, modified or supplemented from time to time, the “January
2006 Term Note”), (ii) the Amended and Restated Security and Purchase Agreement referred to in the
January 2006 Term Note (as amended, modified or supplemented from time to time, the “Amended and
Restated Purchase Agreement”) and (iii) the Ancillary Agreements referred to in, and defined in,
the Amended and Restated Purchase Agreement (the agreements set forth in the preceding clauses (i)
through (iii), inclusive, collectively, the “January 2006 Agreements”), each of the Company and
Peter Pocklington hereby:



(a) represents and warrants to Laurus that it has reviewed and approved the terms and
provisions of the January 2006 Agreements and the documents, instruments and agreements entered
into in connection therewith;



(b) acknowledges, ratifies and confirms that all indebtedness incurred by, and all other
obligations and liabilities of, each of the Company under the January 2006 Agreements constitutes
(i) “Guaranteed Documents” under, and as defined in the Guaranty, and (ii) “Obligations” under, and
as defined in, the Purchase Agreement;



(c) acknowledges, ratifies and confirms that all of the terms, conditions, representations and
covenants contained in the Existing Security and Guaranty Agreements are in full force and effect
and shall remain in full force and effect after giving effect to the execution and effectiveness of
the January 2006 Agreements;



(d) represents and warrants that no offsets, counterclaims or defenses exist as of the date
hereof with respect to any of the undersigned’s obligations under any Existing Security and
Guaranty Agreements; and



(e) acknowledges, ratifies and confirms the grant by the Company to Laurus of a security
interest in the assets of (including the equity interests owned by) of the Company as more
specifically set forth in the Existing Security and Guaranty Agreements.



3. The Company hereby agrees that upon the execution and delivery of the Amended and Restated
Purchase Agreement, the Ancillary Agreements and this Agreement by the parties thereto, to issue
irrevocable instructions to its transfer agent directing the agent to issue, within three business
days of its receipt thereof, a certificate of common stock representing the Shares to Laurus, such
certificate bearing an appropriate restrictive legend.




	 	4.	 	This letter agreement shall be governed by and construed in accordance with the
laws of the State of New York.






Very truly yours,




NATURADE, INC.




	 	 	 	By:
/s/Stephen M. Kasprisin






Name: Stephen M. Kasprisin

Title: Chief Financial Officer




	 	 	 	By:
/s/ Peter H. Pocklington






Name: Peter Pocklington

Title: Individual




	 	 	 	Acknowledged and Agreed to by:






	 	 	 	LAURUS MASTER FUND, LTD.






	 	 	 	By: /s/ David Grin     






Name: David Grin

Title: Director