**EXHIBIT
      10.1**




[Redux
      Letterhead]





Redux
      Holdings, Inc.


11726
      San
      Vicente Blvd., Suite 300


Los
      Angeles, CA 90049








August
      31, 2006




Laurus
      Master Fund, Ltd. (“Laurus”)


c/o
      Laurus Capital Management, LLC


825
      Third Ave


14 th &
17 th Floor


New
      York, NY 10022




This
      letter agreement (this “Letter Agreement”) memorializes the following agreement
      between Redux Holdings, Inc, and Laurus.





Redux
      agrees to issue on the date hereof 574,787
      share s
      of Redux Holdings, Inc. common stock, par value $.001 per share (the “Redux
      Common”), to Laurus and in exchange therefore Laurus agrees to transfer
      simultaneously to Redux, the following:





1.
      1,050,000 shares of Naturade common stock, par value $.0001 per share (“Naturade
      Common”).





2.
      Warrants to purchase 1,500,000 shares of Naturade Common at $.80 per share,
      which shall be cancelled upon transfer.





3.
      Options to purchase 8,721,375 shares of Naturade Common at $.0001 per share
      (the
”Options”).





The
      issuance of the 574,787 shares of Redux Common to Laurus, the transfer of the
      Naturade Common and Options and to Redux and the cancellation of the Warrants
      shall occur as of the date of this Letter Agreement.





Redux
      agrees that if during the next twelve months after the date hereof, additional
      debt is issued by Redux and such debt is convertible into Redux at a price
      less
      than $2.50, than additional shares of Redux Common shall be issued such that
      the
      total amount of Redux Common to be issued to Laurus under this Letter Agreement
      is adjusted to equal the following amount: the debt conversion price, discounted
      by 20%, shall be divided by .118 (the “Result”) , and 9,771,375 shall be divided
      by the Result to arrive at the total aggregate number of Redux Common to be
      issued to Laurus.





Redux
      hereby represents and warrants as follows: (i) the authorized equity securities
      of Redux consist of 100 million shares of common stock, par value $.001 per
      share, of which 29,574,110 million are issued and outstanding, (ii) upon
      issuance to Laurus, the Redux Common will be duly and validly issued, fully
      paid
      and non-assessable, and Laurus will receive good title thereto, free and clear
      of all encumbrances, (iii) the execution, delivery and performance of and
      compliance with this Letter Agreement, and the issuance of the Redux Common
      by
      Redux pursuant hereto, will not, with or without the passage of time or giving
      of notice, result in any such material violation, or be in conflict with or
      constitute a default under any such term or provision, or result in the creation
      of any mortgage, pledge, lien, encumbrance or charge upon any of the properties
      or assets of Redux or the suspension, revocation, impairment, forfeiture or
      nonrenewal of any permit, license, authorization or approval applicable to
      Redux, its business or operations or any of its assets or properties.








Laurus
      acknowledges that it is an “Accredited Investor,” as defined under Rule 501 of
      Regulation D of the Securities Act of 1933, as amended. Redux acknowledges
      that
      it is an “Accredited Investor,” as defined under Rule 501 of Regulation D of the
      Securities Act of 1933, as amended (the “Securities Act”).





The
      Redux Common issued to Laurus will be subject to a lock-up for a six month
      period from the date of issuance of said shares, and accordingly Laurus will
      not
      be able to sell, pledge or hypothecate such Redux Common for such six month
      period. After the expiration of the six month year period following the
      issuance, sales of Redux Common by Laurus shall have a legend on each share
      certificate substantially as follows:




**THE
      SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
      THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE
      TRANSFERRED UNLESS COMPLIANCE WITH THE REGISTRATION PROVISIONS OF SUCH ACT
      HAS
      BEEN MADE OR AN OPINION OF COUNSEL HAS BEEN ISSUED REASONABLY SATISFACTORY
      TO
      REDUX HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT
      REQUIRED.**




If
      at any time Redux proposes to file a registration statement under the Securities
      Act with respect to an offering by Redux for its own account or for the account
      of any of its respective security holders (other than a registration statement
      on Form S-4 or S-8,or any substitute form that may be adopted by the SEC)),
      then
      Redux shall give prompt written notice of such proposed filing to Laurus as
      soon
      as practicable (but in no event less than 20 days before the anticipated filing
      date), and such notice


shall
      offer Laurus the opportunity to register such number of shares of Redux Common
      as Laurus may request which were issued under this Letter Agreement (which
      request shall specify the number of shares of Redux Common intended to be
      disposed of by Laurus and the intended method of distribution thereof) (a
      "Piggy-Back Registration"). Laurus must furnish such request to Redux 10 days
      after receipt of Redux’s written notice of the proposed registration. Redux
      shall use its best efforts to cause the managing underwriter or underwriters
      of
      a proposed underwritten offering to permit such Redux Common requested to be
      included in a Piggy-Back Registration to be included on the same terms and
      conditions as any similar securities of Redux or any other security holder
      included therein and to permit the sale or other disposition of such Redux
      Common in accordance with the intended method of distribution thereof. Laurus
      shall have the right to withdraw its request for inclusion of its Redux Common
      in any registration statement by giving written notice to Redux of its request
      to withdraw. Redux may withdraw a Piggy-Back Registration at any time prior
      to
      the time it becomes effective. In the event of Redux’s withdrawal, Redux shall
      be responsible for all fees and expenses (including fees and expenses of
      counsel) incurred by Laurus prior to such withdrawal. Laurus shall have the
      right to participate in a Piggy-Back Registration on no more than two occasions
      (excluding for such purpose an offering that is withdrawn by the Company or
      is
      otherwise not completed). Notwithstanding anything to the contrary contained
      herein, if the managing underwriter or underwriters of any underwritten have
      informed, in writing, Laurus that it is their opinion that the total number
      of
      shares which Redux and any other persons desiring to participate in such
      registration intend to include in such offering is such as to materially and
      adversely affect the success of such offering, including the price at which
      the
      securities could be sold, Redux shall include in the registration the maximum
      number of securities which it is so advised can be sold without the adverse
      effect, allocated as follows: (i) first, all securities proposed to be issued
      by
      Redux for its own account; and (ii) second, any other securities proposed to
      be
      registered by Redux other than for its own account, including, without
      limitation, Redux Common duly requested to be included in the registration
      and
      securities proposed to be registered by the Company pursuant to the exercise
      by
      any person, other Laurus, of a "piggy-back" right requesting the registration
      of
      shares of Redux Common pursuant to an agreement with the Company, allocated
      pro
      rata among Laurus and such other persons on the basis of the relative number
      of
      registrable securities or other securities that each holder or other person
      has
      duly requested to be included in such registration. All registration expenses
      shall be borne by Redux and all selling expenses relating to Redux Common on
      behalf of Laurus shall be borne by Laurus. Redux agrees to cooperate with Laurus
      in connection with all resales pursuant to effective registration statements,
      Rule 144(d) and Rule 144(k) and provide legal opinions necessary to allow such
      resales provided Redux and its counsel receive reasonably requested
      representations from Laurus and broker, if any.








In
      the event of a registration of any Redux Common under the Securities Act
      pursuant to this Agreement, the Company will indemnify and hold harmless Laurus,
      and its officers, directors and each other person, if any, who controls Laurus
      within the meaning of the Securities Act, against any losses, claims, damages
      or
      liabilities, joint or several, to which Laurus, 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 Redux Common were
      registered under the Securities Act pursuant to this Letter 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 by stated therein or
      necessary to make the statements therein not misleading, and will reimburse
      Laurus 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 Redux 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 Laurus or any such person in writing specifically
      for use in any such document.




Very truly yours,REDUX HOLDINGS, INC.By/s/
                Adam Michelin
              Name:Adam
                Michelin
              Title:Chairman
                of the Board and Chief Executive
                Officer








Agreed
      to as of the above date:





LAURUS
      MASTER FUND, LTD.





By /s/
      David Grin


Name:
      David Grin


Title:
      Director