**Exhibit 10.41**

 

**Waiver Agreement**

 

WestgateEquity Partners, L.P., a limited partnership organized under the laws ofDelaware (the “Holder”) is the sole holder of the 13,540,723 outstanding sharesof Series B Convertible Preferred Stock (the “Series B Preferred Stock”) ofNaturade, Inc., a Delaware corporation (“Naturade”) and the sole holder ofrights to purchase Series B Preferred Stock, under a Warrant to purchase up to33,641,548 shares of Series B Preferred Stock dated as of January 2, 2002(the “Warrant”).

 

SectionD of the Certificate of Designation of Series B Convertible Preferred Stock ofNaturade, Inc. provides a right to accrue dividends (“Preferential Dividends”)as follows:

 

“Preferential dividendson each share of Series B Preferred Stock shall be cumulative and accrue(whether or not there are profits or capital or surplus available therefor) atthe rate of ten percent (10%) per annum on the Accrued Value thereof (computedon a semi-annual basis based upon a 360-day year of twelve 30-day months andpro rated as necessary in the event that dividends shall be paid on other thana semi-annual basis) from the Issuance Date of such share.  The term “Accrued Value” shall mean, withrespect to each share of Series B Preferred Stock, the sum of (i) $0.1477, plus(ii) all cash dividends that have been accrued and that have not been paid (asadjusted for any stock splits, stock dividends, recapitalizations or thelike).”

 

Naturadehas an immediate need for working capital. Health Holdings and Botanicals, LLC and David A. Weil, LLC (the“Lenders”) have proposed to lend to Naturade up to $750,000, with an initialadvance of $450,000, to be used for working capital, in the form attachedhereto as Exhibit A (the “Loan”).  As acondition to making the Loan, the Lenders require that the Holder agrees thatno dividends shall accrue with respect to the Series B Preferred Stock during2003.

 

Inorder to facilitate the making of the Loan, and in consideration of the benefitreceived by the Holder as a stockholder of Naturade by the lending of new fundsto Naturade for working capital, the Holder agrees as follows:

 

1.                                       Subject to the conditions in Paragraph 3,the Holder hereby permanently waives any right to accrue Preferential Dividendswith respect to the Series B Preferred Stock from January 1, 2003through December 31, 2003, including any amounts that might otherwise accruewith respect to previously accrued and unpaid dividends.  Accordingly, the “Accrued Value” for purposesof the Certificate of Designation shall not at any time include any amountsaccrued for the period from January 1, 2003 through December 31,2003.

 

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2.                                       Holder agrees to make the waiver inParagraph 1 with respect to all outstanding shares of Series B PreferredStock and any shares of Series B Preferred Stock that might be purchasedon exercise of the Warrant.

 

3.                                       The waiver provided herein shall besubject to the following conditions: (i) the execution and delivery of the Loan Agreement between Naturadeand the Lenders with respect to the Loan, and (ii) the making of the firstadvance under the Loan, in an amount of $450,000.

 

INWITNESS WHEREOF, the Holder has caused its duly authorized representative toexecute this Waiver Agreement on this 14 day of April, 2003.

 
|   | WESTGATE EQUITY  PARTNERS, L.P. |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | By:                             | /s/ Robert  Vitale |   |
|   |                            |
|   | Name: Robert  Vitale            |
|   |                            |
|   | Title:  Manager                 |

 

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