<PAGE>
                                 PROMISSORY NOTE
<TABLE>
<CAPTION>
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  PRINCIPAL         LOAN DATE      MATURITY      LOAN NO     CALL     COLLATERAL     ACCOUNT     OFFICER     INITIALS
<S>                <C>            <C>            <C>         <C>      <C>            <C>         <C>         <C>
$1,000,000.00      01-29-1996     02-01-1997      35485                                            GLB     [illegible]
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</TABLE>

References in the shaded area are for Lender's use only and do not limit the
applicability of this document to any particular loan or item.

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BORROWER:      NATURADE, INC            LENDER:   SOUTH BAY BANK
               7110 JACKSON STREET                MAIN OFFICE
               PARAMOUNT, CA  90723               2200 SEPULVEDA BOULEVARD
                                                  TORRANCE, CA  90501

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PRINCIPAL                INITIAL             DATE OF
AMOUNT: $1,000,000.00    RATE: 10.000%        NOTE:  JANUARY 29, 1996

PROMISE TO PAY. NATURADE, INC. ("Borrower") promises to pay to SOUTH BAY BANK
("Lender"), or order, in lawful money of the United States of America, the
principal amount of One Million & 00/100 Dollars  ($1,00O,000.00) or so much as
may be outstanding, together with interest on the unpaid outstanding principal
balance of each advance. Interest shall be calculated from the date of each
advance until repayment of each advance.

PAYMENT.  Borrower will pay this loan in one payment of all outstanding
principal plus all accrued unpaid interest on February 1, 1997.  In addition,
Borrower will pay regular monthly payments of accrued unpaid interest beginning
March 1, 1996, and all subsequent interest payments are due on the same day of
each month after that. Interest on this Note is computed on a 365/360 simple
interest basis; that is, by applying the ratio of the annual interest rate over
a year of 360  days, multiplied by the outstanding principal balance, multiplied
by the actual number of days the principal balance is outstanding. Borrower will
pay Lender at Lender's address shown above or at such other place as Lender may
designate in  writing.  Unless otherwise  agreed or required by applicable law,
payments will be applied first to any unpaid collection costs and any late
charges, then to any unpaid interest, and any remaining amount to principal.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change 
from time to time based on  changes in an independent index which is the BANK 
OF AMERICA PRIME LENDING RATE (the "Index"). The Index is not necessarily the 
lowest rate charged by Lender on its loans.  If the Index becomes unavailable 
during the term of this loan, Lender may designate a substitute Index after 
notice to Borrower. Lender will tell Borrower the current Index rate upon 
Borrower's request. Borrower  understands that Lender may make loans based on 
other rates as well.  The interest rate change will not occur more often than 
each MONTH; SPECIFICALLY ON THE FIRST DAY OF THE MONTH FOLLOWING A RATE 
CHANGE. The Index currently is 8.500% per annum. The interest rate to be 
applied to the unpaid principal balance of this note will be at a rate of 
1.500 percentage points over the index, resulting in an initial rate of 
10.000% per annum.  NOTICE: Under no circumstances will the interest rate on 
this note be more than the maximum rate allowed by applicable law.

PREPAYMENT; MINIMUM INTEREST CHARGE.  Borrower agrees that all loan fees and
other prepaid finance charges are earned fully as of the date of the loan and
will not be subject to refund upon early  payment (whether voluntary or as a
result of default), except as otherwise required by law.  In any event, even
upon full prepayment of this Note, Borrower understands that Lender is entitled
to a minimum interest charge of $100.00.  Other than Borrower's obligation to
pay any minimum interest charge, Borrower may pay without penalty all or a
portion of the amount owed earlier than it is due. Early payments will not,
unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation
to continue to make payments of accrued unpaid interest.  Rather, they will
reduce the principal balance due.

LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged
6.000% of the regularly scheduled payment.

DEFAULT. Borrower will be in default if any of the following happens: (a)

                                       29
<PAGE>

Borrower fails to make any payment when due. (b) Borrower breaks any promise
Borrower has made to Lender, or  Borrower fails  to comply with or to perform
when due any other term, obligation, covenant, or condition contained in this
Note or any agreement related to this Note, or in any other agreement or loan
Borrower has with Lender.  (c) Any representation or statement made or furnished
to Lender by  Borrower or on Borrower's behalf is false or misleading in any
material respect either now or at the time made or furnished. (d) Borrower
becomes insolvent, a receiver is appointed for any part of Borrower's property,
Borrower makes an assignment for the benefit of creditors, or any proceeding is
commenced either by Borrower or against Borrower under any bankruptcy or
insolvency laws. (e) Any creditor tries to take any of Borrower's property on or
in which Lender has a lien or security interest.  This includes a garnishment of
any of Borrower's accounts with Lender.  (f) Any of the events described in this
default section occurs with respect to any guarantor of this Note.  (g) A
material adverse change occurs in Borrower's financial condition, or Lender
believes the prospect of payment or performance of the indebtedness is impaired.
(h) Lender in good faith deems itself insecure.

If any default, other than a default in payment, is curable and if Borrower has
not been given a notice of a breach of the same provision of this Note within
the preceding twelve (12)  months, it may be cured (and no event of default will
have occurred) if Borrower, after receiving written notice from Lender demanding
cure of such default: (a) cures the default within fifteen (15) days; or (b) if
the cure requires more than fifteen (15) days, immediately initiates steps which
Lender deems in Lender's sole discretion to be sufficient to cure the default
and thereafter continues and completes all reasonable and necessary steps
sufficient to produce compliance as soon as reasonably practical.

LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, without
notice, and then Borrower will pay that amount. Upon Borrower's failure to pay
all amounts declared due pursuant to this section, including failure to pay upon
final maturity, Lender, at its option, may also, if permitted under applicable
law,  do one or both of the following: (a) increase the variable interest rate
on this Note to 21.000% per annum, and (b) add any unpaid accrued interest to
principal and such sum will bear interest therefrom until paid at the rate
provided in this Note (including any increased rate). Lender may hire or pay
someone else to help collect this Note if Borrower does not pay. Borrower also
will pay Lender that amount. This includes, subject to any limits under
applicable law, Lender's attorneys' fees and Lender's legal expenses whether or
not there is a lawsuit, including attorneys' fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction), appeals, and any anticipated post-judgment collection services.
Borrower also will pay any court costs, in addition to all other sums provided
by law. This note has been delivered to lender and accepted by leader in the
State of California. If there is a lawsuit, Borrower agrees upon Lender's
request to submit to the jurisdiction of the courts of Los Angeles County, the
State of California.  This note shall be governed by and construed in accordance
with the laws of the State of California.

COLLATERAL. This Note is secured by COMMERCIAL SECURITY AGREEMENT DATED JANUARY
29, 1996 AND UCC-1 DATED AUGUST 8, 1990.

LINE OF CREDIT.  This Note evidences a revolving line of credit.  Advances 
under this Note may be requested either orally or in writing by Borrower or 
by an authorized person. Lender may, but need not, require that all oral 
requests be confirmed in writing. All communications, instructions, or 
directions by telephone or otherwise to Lender are to be directed to Lender's 
office shown above.  The following party or parties are authorized to request 
advances under the line  of credit until Lender receives from Borrower at 
Lender's address shown above written notice of revocation of their authority: 
 ALLAN SCHULMAN, PRESIDENT; and PAUL SHAPNICK, SECRETARY.  Borrower agrees to 
be liable for all sums either: (a) advanced in accordance with the 
instructions of an authorized person or (b) credited to  any of Borrower's 
accounts with Lender. The unpaid principal balance owing on this Note at any 
time may be evidenced by endorsements on this  Note or by Lender's internal 
records, including daily computer print-outs. Lender will have no obligation 
to advance funds under this Note if: (a) Borrower or any guarantor is in 
default under the terms of this Note or any

<PAGE>

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agreement that Borrower or any guarantor has with Lender, including any
agreement made in connection with the signing of this Note; (b) Borrower or any
guarantor ceases doing business or is insolvent; (c) any guarantor seeks, claims
or otherwise attempts to limit, modify or revoke such guarantor's guarantee of
this Note or any other loan with Lender; (d) Borrower has applied funds provided
pursuant to this Note for purposes other than those authorized by Lender; or (e)
Lender in good faith deems itself insecure under this Note or any other
agreement between Lender and Borrower.

GENERAL PROVISIONS.  Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them.  Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive any
applicable statute of limitations, presentment, demand for payment, protest and
notice of dishonor.  Upon any change in the terms of this Note, and unless
otherwise expressly stated in writing, no party who signs this Note, whether as
maker, guarantor, accommodation maker or endorser, shall be released from
liability.  All such parties agree that Lender may renew or extend (repeatedly
and for any length of time) this loan, or release any party or guarantor or
collateral; or impair, fail to realize upon or perfect Lender's security
interest in the collateral; and take any other action deemed necessary by Lender
without the consent of or notice to anyone.  All such parties also agree that
Lender may modify this loan without the consent of or notice to anyone other
than the party with whom the modification is made.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.  BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.

BORROWER:

NATURADE, INC.


BY:  /s/ Allan Schulman
   --------------------------------
     ALLAN SCHULMAN, PRESIDENT

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Variable Rate. Line of Credit.     LASERPRO, Reg.U.S.Pal.&T.M.Off., Ver.3.20b
(c) 1996 CFIProServices, Inc. All rights reserved. [CA-D20 E3.20 P3.20
NATURAD.LN]