Exhibit 10.15

The Naturade, Inc. 1998 Incentive Stock Option Plan

1. Purpose. The purpose of the Naturade, Inc. 1998 Incentive Stock Option Plan is to provide a means whereby Naturade, Inc. (the "Company") may
attract and retain persons of ability and motivate such persons to exert their best efforts on behalf of the Company and any Subsidiaries (defined below) of the Company which may be formed from time
to time.

2.
Definitions.



3.
Administration. The Incentive Plan shall be administered by the Committee, consisting of at least two members, who shall be members of the Board, appointed by and holding office as
Committee members at the pleasure of the Board. Subject to the provisions of the Incentive Plan, the Committee shall have the power to (a) determine and designate from time to time those
Employees who perform services for the Company or for any Subsidiary who shall be Participants in the Incentive Plan and the number of shares of Stock to be subject to the Incentive Options to be
granted to each Participant; provided, however, that no Incentive Option shall be granted after the expiration of the period of ten years from the effective date of the Incentive Plan specified in
Section 9; (b) authorize the granting of Incentive Options to Participants; and (c) determine the time or times and the manner when each Incentive Option shall be exercisable and
the duration of the exercise period.

For
all purposes of the Incentive Plan, the fair market value of the Stock shall be determined in good faith by the Committee by applying the rules and principles of valuation set forth
in Treasury Regulations Section 20.2031-2, relating to the valuation of stocks and bonds for purposes of Code Section 2031.

The
Committee may interpret the Incentive Plan, prescribe, amend, and rescind any rules and regulations necessary or appropriate for the administration of the Incentive Plan, and make
such other determinations and take such other action as it deems necessary or advisable. Without limiting the generality of the foregoing sentence, the Committee may, in its discretion, treat all or
any portion of any period during which a Participant is on military or on an approved leave of absence from the Company or a Subsidiary as a period of service of such Participant with the Company or a
Subsidiary,

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as the case may be, for purposes of accrual of such Participant's rights under the Incentive Options. Any interpretation, determination, or other action made or taken by the Committee shall be final,
binding, and conclusive. Any action reduced to writing and signed by all members of the Committee shall be as fully effective as if it had been taken by vote at a meeting duly called and held. No
member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Incentive Plan or the Incentive Options.

4.
Benefits Available Under the Incentive Plan. The benefits provided by the Incentive Plan to Participants are Incentive Options. Incentive Options may be granted by the Company from
time to time for all Participants to acquire up to an aggregate of 2,000,000 shares of Stock, subject to adjustment as provided in Section 5(j), and reduced by the number of shares subject to
options ("Nonqualified Options") which are granted under any nonqualified stock option plan of the Company in the year 1998. The shares to be delivered upon exercise of Incentive Options shall be made
available, at the discretion of the Board, either from authorized but unissued shares of Stock or from Stock reacquired by the Company, including shares purchased in the open market. If any Incentive
Option terminates, expires or is canceled with respect to any shares of Stock, new Incentive Options may thereafter be granted covering such shares.

5.
Terms and Conditions. Each Incentive Option shall be evidenced by an agreement (the "Agreement"), in a form approved by the Committee, which shall be signed by an officer of the
Company and the Participant receiving the Incentive Option, and which shall be subject to the following express terms and conditions and to such other terms and conditions as the Committee may deem
appropriate:



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6.
Compliance With Other Laws and Regulations. The Incentive Plan, the grant and exercise of Incentive Options under the Incentive Plan, and the obligation of the Company to transfer
shares under these Incentive Options shall be subject to all applicable federal and state laws, rules and regulations, including those related to disclosure of financial and other information to
Participants, and to any approvals by any government or regulatory agency as may be required. The Company shall not be required to issue or deliver any certificates for shares of Stock prior to
(a) the listing of such shares on any stock exchange on which the Stock may then be listed, where such listing is required under the rules or regulations of such exchange, and (b) the
compliance with applicable federal and state securities laws and regulations relating to the issuance and delivery of such certificates; provided, however, that the Company shall make all reasonable
efforts to so list such shares and to comply with such laws and regulations.

7.
Certain Dispositions. All Incentive Options shall provide that if Participant makes a disposition, within the meaning of Code Section 424(c), of any shares of Stock transferred
upon exercise of an Incentive Option within two years from the date of the granting of the Incentive Option or within one

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year after the transfer of the shares of Stock to the Participant pursuant to the exercise of the Incentive Option, the Participant shall notify the Company within ten days of the disposition. The
Company may cause an appropriate legend to be affixed to any stock certificates representing the shares of Stock issued under the Plan to enable it to receive notice of the disposition.

8.
Amendment and Discontinuance. The Board may from time to time amend, suspend or discontinue the Incentive Plan; provided, however, that, subject to the provisions of
Section 5(j), no action of the Board, or any committee thereof, may (a) increase the options pursuant to Section 4 without approval of the stockholders of the Company,
(b) permit the granting of any Incentive Option at an Option Price less than that determined in accordance with Section 5(b), (c) permit the granting of Incentive Options
which expire beyond the period on 5(a), or (d) make any material change in the class of eligible Employees as defined in the Incentive Plan.

9.
Compliance with Rule 16(b)(3) of the Securities Exchange Act of 1934. (a) The Incentive Plan is intended to comply with all applicable conditions of Rule 16(b)(3)
under the Securities Exchange Act of 1934, as amended, or any successor rule; (b) all transactions involving insider Participants are subject to such conditions, regardless of whether the
conditions are expressly set forth in the Incentive Plan; and (c) any provision of the Incentive Plan or action by the Committee that is contrary to a condition of Rule 16(b)(3) shall
not apply to insider-participants.

10.
Eflective Date. The effective date of the Incentive Plan shall be the date the Incentive Plan is adopted by the Board.

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