EX-10.5






AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT




This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered
into as of January 6, 200, by and between Naturade, Inc., a Delaware corporation (the “Parent”),
and Laurus Master Fund, Ltd. (the “Purchaser”).



This Agreement is made pursuant to (i) the Amended and Restated Security and Purchase
Agreement, dated as of the date hereof, by and among the Purchaser, the Parent and various
subsidiaries of the Parent (as amended, modified or supplemented from time to time, the “Security
Agreement”), and pursuant to the, the Warrants and the Options referred to therein and (ii) in
connection with certain amendments made to the Notes as of the date hereof (the “Restructuring”);.



The Parent and the Purchaser hereby agree as follows:



1. Definitions. Capitalized terms used and not otherwise defined herein that are defined in
the Security Agreement shall have the meanings given such terms in the Security Agreement. As used
in this Agreement, the following terms shall have the following meanings:



“Commission” means the Securities and Exchange Commission.



“Common Stock” means shares of the Parent’s common stock, par value $0.0001 per share.



“Effectiveness Date” means, (i) with respect to the Registration Statement required to be
filed in connection with the , Warrants and Options issued on the initial funding date under the
Security Agreement and the Shares issued on the date hereof, a date no later than one hundred
twenty (120) days following the date hereof and (ii) with respect to each additional Registration
Statement required to be filed hereunder, a date no later than thirty (30) days following the
applicable Filing Date.



“Effectiveness Period” has the meaning set forth in Section 2(a).



“Exchange Act” means the Securities Exchange Act of 1934, as amended, and any successor
statute.



“Filing Date” means, with respect to (1) the Registration Statement required to be filed in
connection with the issuance of the Shares, the date which is sixty (60) days after the date
hereof(2) the Registration Statement required to be filed in connection with the shares of Common
Stock issuable to the Holder upon exercise of a Warrant, the date which is sixty (60) days after
the date hereof, (3) the Registration Statement required to be filed in connection with the shares
of Common Stock issuable to the Holder upon exercise of an Option, the date which is sixty (60)
days after the date hereof , and (4) the Registration Statement required to be filed in connection
with the shares of Common Stock issuable to the Holder as a result of adjustments to the Exercise
Price, as the case may be, made pursuant to Section 4 of the Warrant, Section 4 of the Option or
otherwise, thirty (30) days after the occurrence of such event or the date of the adjustment of the
Exercise Price, as the case may be. “Holder” or “Holders” means the Purchaser or any of its
affiliates or transferees to the extent any of them hold Registrable Securities, other then those
purchasing Registrable Securities in a market transaction.



“Indemnified Party” has the meaning set forth in Section 5(c).



“Indemnifying Party” has the meaning set forth in Section 5(c).



“Options” means the options issued in connection with the Security Agreement, whether on the
date thereof or thereafter.



“Proceeding” means an action, claim, suit, investigation or proceeding (including, without
limitation, an investigation or partial proceeding, such as a deposition), whether commenced or
threatened.



“Prospectus” means the prospectus included in a Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a prospectus filed
as part of an effective registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms
of the offering of any portion of the Registrable Securities covered by such Registration
Statement, and all other amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be incorporated by reference in
such Prospectus.



“Registrable Securities” means the shares of Common Stock issuable upon exercise of the
Warrants and issuable upon exercise of the Options, and the Shares.



“Registration Statement” means each registration statement required to be filed hereunder,
including the Prospectus therein, amendments and supplements to such registration statement or
Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material
incorporated by reference or deemed to be incorporated by reference in such registration statement.



“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same effect as such Rule.



“Rule 415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as
such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by
the Commission having substantially the same effect as such Rule.



“Securities Act” means the Securities Act of 1933, as amended, and any successor statute.



“Security Agreement” has the meaning given to such term in the Preamble hereto.



“Shares” means the 1,050,000 restricted shares of Common Stock issued to the Purchaser in
connection with the transactions contemplated by the Restructuring.



“Trading Market” means any of the NASD Over The Counter Bulletin Board, NASDAQ SmallCap
Market, the NASDAQ National Market, the American Stock Exchange or the New York Stock Exchange



“Warrants” means the Common Stock purchase warrants issued in connection with the Security
Agreement, whether on the date thereof or thereafter.



2. Registration.



(a) On or prior to each Filing Date, the Parent shall prepare and file with the Commission a
Registration Statement covering the Registrable Securities for a selling stockholder resale
offering to be made on a continuous basis pursuant to Rule 415. Each Registration Statement shall
be on Form S-3 (except if the Parent is not then eligible to register for resale the Registrable
Securities on Form S-3, in which case such registration shall be on another appropriate form in
accordance herewith). The Parent shall cause each Registration Statement to become effective and
remain effective as provided herein. The Parent shall use its reasonable commercial efforts to
cause each Registration Statement to be declared effective under the Securities Act as promptly as
possible after the filing thereof, but in any event no later than the Effectiveness Date. The
Parent shall use its reasonable commercial efforts to keep each Registration Statement continuously
effective under the Securities Act until the date which is the earlier date of when (i) all
Registrable Securities covered by such Registration Statement have been sold or (ii) all
Registrable Securities covered by such Registration Statement may be sold immediately without
registration under the Securities Act and without volume restrictions pursuant to Rule 144(k), as
determined by the counsel to the Parent pursuant to a written opinion letter to such effect,
addressed and acceptable to the Parent’s transfer agent and the affected Holders (each, an
“Effectiveness Period”).



(b) Within three business days of the Effectiveness Date, the Parent shall cause its counsel
to issue a blanket opinion in the form attached hereto as Exhibit A, to the transfer agent stating
that the shares are subject to an effective registration statement and can be reissued free of
restrictive legend upon notice of a sale by the Purchaser and confirmation by the Purchaser that it
has complied with the prospectus delivery requirements, provided that the Parent has not advised
the transfer agent orally or in writing that the opinion has been withdrawn. Copies of the blanket
opinion required by this Section 2(c) shall be delivered to the Purchaser within the time frame set
forth above.



3. Registration Procedures. If and whenever the Parent is required by the provisions hereof
to effect the registration of any Registrable Securities under the Securities Act, the Parent will,
as expeditiously as possible:



(a) prepare and file with the Commission a Registration Statement with respect to such
Registrable Securities, respond as promptly as possible to any comments received from the
Commission, and use its best efforts to cause such Registration Statement to become and remain
effective for the Effectiveness Period with respect thereto, and promptly provide to the Purchaser
copies of all filings and Commission letters of comment relating thereto;



(b) prepare and file with the Commission such amendments and supplements to such Registration
Statement and the Prospectus used in connection therewith as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all Registrable Securities
covered by such Registration Statement and to keep such Registration Statement effective until the
expiration of the Effectiveness Period applicable to such Registration Statement;



(c) furnish to the Purchaser such number of copies of the Registration Statement and the
Prospectus included therein (including each preliminary Prospectus) as the Purchaser reasonably may
request to facilitate the public sale or disposition of the Registrable Securities covered by such
Registration Statement;



(d) use its commercially reasonable efforts to register or qualify the Purchaser’s Registrable
Securities covered by such Registration Statement under the securities or “blue sky” laws of such
jurisdictions within the United States as the Purchaser may reasonably request, provided, however,
that the Parent shall not for any such purpose be required to qualify generally to transact
business as a foreign corporation in any jurisdiction where it is not so qualified or to consent to
general service of process in any such jurisdiction;



(e) list the Registrable Securities covered by such Registration Statement with any securities
exchange on which the Common Stock of the Parent is then listed;



(f) immediately notify the Purchaser at any time when a Prospectus relating thereto is
required to be delivered under the Securities Act, of the happening of any event of which the
Parent has knowledge as a result of which the Prospectus contained in such Registration Statement,
as then in effect, includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing; and



(g) make available for inspection by the Purchaser and any attorney, accountant or other agent
retained by the Purchaser, all publicly available, non-confidential financial and other records,
pertinent corporate documents and properties of the Parent, and cause the Parent’s officers,
directors and employees to supply all publicly available, non-confidential information reasonably
requested by the attorney, accountant or agent of the Purchaser.



4. Registration Expenses. All expenses relating to the Parent’s compliance with Sections 2
and 3 hereof, including, without limitation, all registration and filing fees, printing expenses,
fees and disbursements of counsel and independent public accountants for the Parent, fees and
expenses (including reasonable counsel fees) incurred in connection with complying with state
securities or “blue sky” laws, fees of the NASD, transfer taxes, fees of transfer agents and
registrars, fees of, and disbursements incurred by, one counsel for the Holders are called
“Registration Expenses”. All selling commissions applicable to the sale of Registrable Securities,
including any fees and disbursements of any special counsel to the Holders beyond those included in
Registration Expenses, are called “Selling Expenses.” The Parent shall only be responsible for all
Registration Expenses.



5. Indemnification.



(a) In the event of a registration of any Registrable Securities under the Securities Act
pursuant to this Agreement, the Parent will indemnify and hold harmless each Holder, and its
officers, directors and each other person, if any, who controls such Holder within the meaning of
the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which
such Holder, or such persons may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material fact contained in any
Registration Statement under which such Registrable Securities were registered under the Securities
Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus contained therein,
or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse such Holder, and each such person for any
reasonable legal or other expenses incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
Parent will not be liable in any such case if and to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with information furnished by or on behalf of
the Purchaser or any such person in writing specifically for use in any such document.



(b) In the event of a registration of the Registrable Securities under the Securities Act
pursuant to this Agreement, the Purchaser will indemnify and hold harmless the Parent, and its
officers, directors and each other person, if any, who controls the Parent within the meaning of
the Securities Act, against all losses, claims, damages or liabilities, joint or several, to which
the Parent or such persons may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material fact which was
furnished in writing by the Purchaser to the Parent expressly for use in (and such information is
contained in) the Registration Statement under which such Registrable Securities were registered
under the Securities Act pursuant to this Agreement, any preliminary Prospectus or final Prospectus
contained therein, or any amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and will reimburse the Parent and each
such person for any reasonable legal or other expenses incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action, provided,
however, that the Purchaser will be liable in any such case if and only to the extent that
any such loss, claim, damage or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity with information
furnished in writing to the Parent by or on behalf of the Purchaser specifically for use in any
such document. Notwithstanding the provisions of this paragraph, the Purchaser shall not be
required to indemnify any person or entity in excess of the amount of the aggregate net proceeds
received by the Purchaser in respect of Registrable Securities in connection with any such
registration under the Securities Act.



(c) Promptly after receipt by a party entitled to claim indemnification hereunder (an
“Indemnified Party”) of notice of the commencement of any action, such Indemnified Party shall, if
a claim for indemnification in respect thereof is to be made against a party hereto obligated to
indemnify such Indemnified Party (an “Indemnifying Party”), notify the Indemnifying Party in
writing thereof, but the omission so to notify the Indemnifying Party shall not relieve it from any
liability which it may have to such Indemnified Party other than under this Section 5(c) and shall
only relieve it from any liability which it may have to such Indemnified Party under this Section
5(c) if and to the extent the Indemnifying Party is prejudiced by such omission. In case any such
action shall be brought against any Indemnified Party and it shall notify the Indemnifying Party of
the commencement thereof, the Indemnifying Party shall be entitled to participate in and, to the
extent it shall wish, to assume and undertake the defense thereof with counsel satisfactory to such
Indemnified Party, and, after notice from the Indemnifying Party to such Indemnified Party of its
election so to assume and undertake the defense thereof, the Indemnifying Party shall not be liable
to such Indemnified Party under this Section 5(c) for any legal expenses subsequently incurred by
such Indemnified Party in connection with the defense thereof; if the Indemnified Party retains its
own counsel, then the Indemnified Party shall pay all fees, costs and expenses of such counsel,
provided, however, that, if the defendants in any such action include both the
Indemnified Party and the Indemnifying Party and the Indemnified Party shall have reasonably
concluded that there may be reasonable defenses available to it which are different from or
additional to those available to the Indemnifying Party or if the interests of the Indemnified
Party reasonably may be deemed to conflict with the interests of the Indemnifying Party, the
Indemnified Party shall have the right to select one separate counsel and to assume such legal
defenses and otherwise to participate in the defense of such action, with the reasonable expenses
and fees of such separate counsel and other expenses related to such participation to be reimbursed
by the Indemnifying Party as incurred.



(d) In order to provide for just and equitable contribution in the event of joint liability
under the Securities Act in any case in which either (i) the Purchaser, or any officer, director or
controlling person of the Purchaser, makes a claim for indemnification pursuant to this Section 5
but it is judicially determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced in such case notwithstanding the fact that this Section 5
provides for indemnification in such case, or (ii) contribution under the Securities Act may be
required on the part of the Purchaser or such officer, director or controlling person of the
Purchaser in circumstances for which indemnification is provided under this Section 5; then, and in
each such case, the Parent and the Purchaser will contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject (after contribution from others) in such
proportion so that the Purchaser is responsible only for the portion represented by the percentage
that the public offering price of its securities offered by the Registration Statement bears to the
public offering price of all securities offered by such Registration Statement, provided,
however, that, in any such case, (A) the Purchaser will not be required to contribute any
amount in excess of the public offering price of all such securities offered by it pursuant to such
Registration Statement; and (B) no person or entity guilty of fraudulent misrepresentation (within
the meaning of Section 10(f) of the Act) will be entitled to contribution from any person or entity
who was not guilty of such fraudulent misrepresentation.



6. Representations and Warranties.



(a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and,
except with respect to certain matters which the Parent has disclosed to the Purchaser on
Schedule 12(u) to the Security Agreement, the Parent has timely filed all proxy statements,
reports, schedules, forms, statements and other documents required to be filed by it under the
Exchange Act. The Parent has filed (i) its Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2004 and (ii) its Quarterly Report on Form 10-QSB for the fiscal quarter ended March
31, 2005 (collectively, the “SEC Reports”). Each SEC Report was, at the time of its filing, in
substantial compliance with the requirements of its respective form and none of the SEC Reports,
nor the financial statements (and the notes thereto) included in the SEC Reports, as of their
respective filing dates, contained any untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading. The financial statements of the
Parent included in the SEC Reports comply as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the Commission or other
applicable rules and regulations with respect thereto. Such financial statements have been
prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a
consistent basis during the periods involved (except (i) as may be otherwise indicated in such
financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to
the extent they may not include footnotes or may be condensed) and fairly present in all material
respects the financial condition, the results of operations and the cash flows of the Parent and
its subsidiaries, on a consolidated basis, as of, and for, the periods presented in each such SEC
Report.



(b) The Common Stock is quoted for trading on the NASD Over The Counter Bulletin Board and
satisfies all requirements for the continuation of such quotation for trading, and the Parent shall
do all things necessary for the continuation of such quotation for trading. The Parent has not
received any notice that its Common Stock will be no longer quoted for trading on the NASD Over The
Counter Bulletin Board (except for prior notices which have been fully remedied) or that the Common
Stock does not meet all requirements for the continuation of such quotation for trading.



(c) Neither the Parent, nor any of its affiliates, nor any person acting on its or their
behalf, has directly or indirectly made any offers or sales of any security or solicited any offers
to buy any security (other than a concurrent offering to the Purchaser under a Securities Purchase
Agreement between the Parent and the Purchaser dated as of the date hereof under circumstances that
would cause the offering of the Securities pursuant to the Security Agreement to be integrated with
prior offerings by the Parent for purposes of the Securities Act which would prevent the Parent
from selling the Common Stock pursuant to Rule 506 under the Securities Act, or any applicable
exchange-related stockholder approval provisions, nor will the Parent or any of its affiliates or
subsidiaries take any action or steps that would cause the offering of the Common Stock to be
integrated with other offerings (other than such concurrent offering to the Purchaser).



(d) The Warrants, the Options, the Notes and the shares of Common Stock which the Purchaser
may acquire pursuant to the Warrants, the Options and the Notes are all restricted securities under
the Securities Act as of the date of this Agreement. The Parent will not issue any stop transfer
order or other order impeding the sale and delivery of any of the Registrable Securities at such
time as such Registrable Securities are registered for public sale or an exemption from
registration is available, except as required by federal or state securities laws.



(e) The Parent understands the nature of the Registrable Securities issuable upon the
conversion of each Note, the exercise of each Warrant and the exercise of each Option and
recognizes that the issuance of such Registrable Securities may have a potential dilutive effect.
The Parent specifically acknowledges that its obligation to issue the Registrable Securities is
binding upon the Parent and enforceable regardless of the dilution such issuance may have on the
ownership interests of other shareholders of the Parent.



(f) Except for agreements made in the ordinary course of business, there is no agreement that
has not been filed with the Commission as an exhibit to a registration statement or to a form
required to be filed by the Parent under the Exchange Act, the breach of which could reasonably be
expected to have a material and adverse effect on the Parent and its subsidiaries, or would
prohibit or otherwise interfere with the ability of the Parent to enter into and perform any of its
obligations under this Agreement in any material respect.



(g) The Parent will at all times have authorized and reserved a sufficient number of shares of
Common Stock for the full conversion of each Note, exercise of the Warrants and exercise of the
Options.



7. Miscellaneous.



(a) Remedies. In the event of a breach by the Parent or by a Holder, of any of their
respective obligations under this Agreement, each Holder or the Parent, as the case may be, in
addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, will be entitled to specific performance of its rights under this
Agreement.



(b) No Piggyback on Registrations. Except as and to the extent set forth on Schedule 7(b)
hereto, neither the Parent nor any of its security holders (other than the Holders in such capacity
pursuant hereto) may include securities of the Parent in any Registration Statement other than the
Registrable Securities, and the Parent shall not after the date hereof enter into any agreement
providing any such right for inclusion of shares in the Registration Statement to any of its
security holders. Except as and to the extent specified in Schedule 7(b) hereto, the
Parent has not previously entered into any agreement granting any registration rights with respect
to any of its securities to any Person that have not been fully satisfied.



(c) Compliance. Each Holder covenants and agrees that it will comply with the prospectus
delivery requirements of the Securities Act as applicable to it in connection with sales of
Registrable Securities pursuant to any Registration Statement.



(d) Discontinued Disposition. Each Holder agrees by its acquisition of such Registrable
Securities that, upon receipt of a notice from the Parent of the occurrence of a Discontinuation
Event (as defined below), such Holder will forthwith discontinue disposition of such Registrable
Securities under the applicable Registration Statement until such Holder’s receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement or until it is advised in writing
(the “Advice”) by the Parent that the use of the applicable Prospectus may be resumed, and, in
either case, has received copies of any additional or supplemental filings that are incorporated or
deemed to be incorporated by reference in such Prospectus or Registration Statement. The Parent
may provide appropriate stop orders to enforce the provisions of this paragraph. For purposes of
this Section 7(d), a “Discontinuation Event” shall mean (i) when the Commission notifies the Parent
whether there will be a “review” of such Registration Statement and whenever the Commission
comments in writing on such Registration Statement (the Parent shall provide true and complete
copies thereof and all written responses thereto to each of the Holders); (ii) any request by the
Commission or any other Federal or state governmental authority for amendments or supplements to
such Registration Statement or Prospectus or for additional information; (iii) the issuance by the
Commission of any stop order suspending the effectiveness of such Registration Statement covering
any or all of the Registrable Securities or the initiation of any Proceedings for that purpose;
(iv) the receipt by the Parent of any notification with respect to the suspension of the
qualification or exemption from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and/or (v) the
occurrence of any event or passage of time that makes the financial statements included in such
Registration Statement ineligible for inclusion therein or any statement made in such Registration
Statement or Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to such Registration
Statement, Prospectus or other documents so that, in the case of such Registration Statement or
Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading.



(e) Piggy-Back Registrations. If at any time during any Effectiveness Period there is not an
effective Registration Statement covering all of the Registrable Securities required to be covered
during such Effectiveness Period and the Parent shall determine to prepare and file with the
Commission a registration statement relating to an offering for its own account or the account of
others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8
(each as promulgated under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee benefit plans, then
the Parent shall send to each Holder written notice of such determination and, if within fifteen
(15) days after receipt of such notice, any such Holder shall so request in writing, the Parent
shall include in such registration statement all or any part of such Registrable Securities such
Holder requests to be registered, to the extent the Parent may do so without violating registration
rights of others which exist as of the date of this Agreement, subject to customary underwriter
cutbacks applicable to all holders of registration rights and subject to obtaining any required
consent of any selling stockholder(s) to such inclusion under such registration statement.



(f) Amendments and Waivers. The provisions of this Agreement, including the provisions of
this sentence, may not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, unless the same shall be in writing and signed by the
Parent and the Holders of the then outstanding Registrable Securities. Notwithstanding the
foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of certain Holders and that does not directly or indirectly
affect the rights of other Holders may be given by Holders of at least a majority of the
Registrable Securities to which such waiver or consent relates; provided, however,
that the provisions of this sentence may not be amended, modified, or supplemented except in
accordance with the provisions of the immediately preceding sentence.



(g) Notices. Any notice or request hereunder may be given to the Parent or the Purchaser at
the respective addresses set forth below or as may hereafter be specified in a notice designated as
a change of address under this Section 7(g). Any notice or request hereunder shall be given by
registered or certified mail, return receipt requested, hand delivery, overnight mail, Federal
Express or other national overnight next day carrier (collectively, “Courier”) or telecopy
(confirmed by mail). Notices and requests shall be, in the case of those by hand delivery, deemed
to have been given when delivered to any party to whom it is addressed, in the case of those by
mail or overnight mail, deemed to have been given three (3) business days after the date when
deposited in the mail or with the overnight mail carrier, in the case of a Courier, the next
business day following timely delivery of the package with the Courier, and, in the case of a
telecopy, when confirmed. The address for such notices and communications shall be as follows:



	 	 	 	 	 	 	 	 	 
	If to the Parent:
	 	Naturade, Inc.
	 	 	 	 
	14370 Myford Road, #100
Irvine, CA 92606
Attention:
	 	Stephen M. Kasprisin
	 	 	 	 
	Telephone:
	 	 	714-573-4800	 	 	 	 	 
	Facsimile:
	 	 	714-573-4822	 	 	 	 	 
	 
	 	with a copy to:
	 	 	 	 
	 	 	Sichenzia Ross Friedman Ference, LLP

	 
	 	81 Meadowbrook Road	 	 	 	 
	 
	 	Randolph, NJ  07869
	 	 	 	 
	 
	 	Attention:
	 	Andrea Cataneo, Esq.

	 
	 	Telephone:
	 	 	973-442-9944	 
	 
	 	Facsimile:
	 	 	973-442-9933	 







	 	 	 	If to a Purchaser: To the address set forth under such Purchaser
name on the signature pages hereto.






	 	 	 	If to any other Person who is






	 	 	 	then the registered Holder: To the address of such Holder as it
appears in the stock transfer books of the Parent





or such other address as may be designated in writing hereafter in accordance with this Section
7(g) by such Person.



(h) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and permitted assigns of each of the parties and shall inure to the benefit of each
Holder. The Parent may not assign its rights or obligations hereunder without the prior written
consent of each Holder. Each Holder may assign their respective rights hereunder in the manner and
to the Persons as permitted under the Notes and the Securities Purchase Agreement.



(i) Execution and Counterparts. This Agreement may be executed in any number of counterparts,
each of which when so executed shall be deemed to be an original and, all of which taken together
shall constitute one and the same agreement. In the event that any signature is delivered by
facsimile transmission, such signature shall create a valid binding obligation of the party
executing (or on whose behalf such signature is executed) the same with the same force and effect
as if such facsimile signature were the original thereof.



(j) Governing Law, Jurisdiction and Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. The
Parent hereby consents and agrees that the state or federal courts located in the County of New
York, State of New York shall have exclusion jurisdiction to hear and determine any Proceeding
between the Parent, on the one hand, and the Purchaser, on the other hand, pertaining to this
Agreement or to any matter arising out of or related to this Agreement; provided, that the
Purchaser and the Parent acknowledge that any appeals from those courts may have to be heard by a
court located outside of the County of New York, State of New York, and further
provided, that nothing in this Agreement shall be deemed or operate to preclude the
Purchaser from bringing a Proceeding in any other jurisdiction to collect the obligations, to
realize on the Collateral or any other security for the obligations, or to enforce a judgment or
other court order in favor of the Purchaser. The Parent expressly submits and consents in advance
to such jurisdiction in any Proceeding commenced in any such court, and the Parent hereby waives
any objection which it may have based upon lack of personal jurisdiction, improper venue or
forum non conveniens. The Parent hereby waives personal service of the summons, complaint
and other process issued in any such Proceeding and agrees that service of such summons, complaint
and other process may be made by registered or certified mail addressed to the Parent at the
address set forth in Section 7(g) and that service so made shall be deemed completed upon the
earlier of the Parent’s actual receipt thereof or three (3) days after deposit in the U.S. mails,
proper postage prepaid. The parties hereto desire that their disputes be resolved by a judge
applying such applicable laws. Therefore, to achieve the best combination of the benefits of the
judicial system and of arbitration, the parties hereto waive all rights to trial by jury in any
Proceeding brought to resolve any dispute, whether arising in contract, tort, or otherwise between
the Purchaser and/or the Parent arising out of, connected with, related or incidental to the
relationship established between then in connection with this Agreement. If either party hereto
shall commence a Proceeding to enforce any provisions of this Agreement, the Security Agreement or
any other Ancillary Agreement, then the prevailing party in such Proceeding shall be reimbursed by
the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such Proceeding.



(k) Cumulative Remedies. The remedies provided herein are cumulative and not exclusive of any
remedies provided by law.



(l) Severability. If any term, provision, covenant or restriction of this Agreement is held
by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder
of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall
use their reasonable efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions without including
any of such that may be hereafter declared invalid, illegal, void or unenforceable.



(m) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof.



[Balance of page intentionally left blank; signature page follows]






1






IN WITNESS WHEREOF, the parties have executed this Amended and Restated Registration Rights
Agreement as of the date first written above.




NATURADE, INC.




By:/s/ Stephen M. Kasprisin

Name: Stephen M. Kasprisin

Title: Chief Financial Officer





LAURUS MASTER FUND, LTD.




By:/s/ David Grin

Name: David Grin

Title:Director





Address for Notices:




825 Third Avenue, 14th Floor




New York, New York 10022




Attention: John Tucker, Esq.




Facsimile: 212-541-4434



2




EXHIBIT A




____________, 200___




	 	 	 	 	 
	[Continental Stock Transfer

	& Trust Parent
Two Broadway
New York, New York 10004
Attn: William Seegraber]
Re:
	 	Naturade, Inc. Corporation Registration Statement on Form [S-3]

	 
	 	 	 	 






Ladies and Gentlemen:



As counsel to Naturade, Inc., a Delaware corporation (the “Parent”), we have been requested to
render our opinion to you in connection with the resale by the individuals or entitles listed on
Schedule A attached hereto (the “Selling Stockholders”), of an aggregate of      
shares (the “Shares”) of the Parent’s Common Stock.



A Registration Statement on Form [S-3] under the Securities Act of 1933, as amended (the
“Act”), with respect to the resale of the Shares was declared effective by the Securities and
Exchange Commission on [date]. Enclosed is the Prospectus dated [date]. We understand that the
Shares are to be offered and sold in the manner described in the Prospectus.



Based upon the foregoing, upon request by the Selling Stockholders at any time while the
registration statement remains effective, it is our opinion that the Shares have been registered
for resale under the Act and new certificates evidencing the Shares upon their transfer or
re-registration by the Selling Stockholders may be issued without restrictive legend. We will
advise you if the registration statement is not available or effective at any point in the future.




Very truly yours,




[Parent counsel]



3




Schedule A to Exhibit A




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Shares
	Selling Stockholder	 	R/N/O	 	Being Offered






SCHEDULE 7(b)





4