**EXHIBIT
      10.2**





[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





Re:
      Naturade Inc. - Treatment of Claims of Laurus Master Fund, Ltd.
      (Laurus)





Dear
      Sirs,




This
      binding letter agreement confirms the obligation of Redux Holdings, Inc.
      concerning the following terms for the treatment of Laurus’s claim in the
      case.





1.  Allowed
      Secured Claim .
      Laurus’s claim in the amount of approximately $2.9 million, will be treated as
      being fully secured in the case. Laurus will maintain, without modification,
      the
      liens granted to Laurus pursuant to the Amended and Restated Security and
      Purchase Agreement (“Security Agreement”).





2.  DIP
      Financing .
      Laurus will provide to Naturade DIP financing pursuant to the terms and
      conditions set forth in the Amended and Restated Secured Revolving Note and
      the
      Security Agreement. Naturade’s obligations to Laurus pursuant to the Revolving
      Note will not be modified in the case.





3.  Pre-Confirmation
      Treatment of Term Note Obligations .
      Naturade’s obligations to Laurus pursuant to the Amended and Restated Secured
      Term Note (“Term Note”) will accrue interest during Naturade’s Chapter 11 case
      in accordance with the terms and conditions of the Term Note. No payments of
      principal or interest will be made on the Term Note until the first day of
      the
      first full month following the effective date (“Effective Date”) of a Chapter 11
      plan to be filed by Naturade in its case (“Plan”).





4.  Post-Confirmation
      Treatment of Term Note Obligations .
      Pursuant to Naturade’s Plan, Naturade will satisfy its obligations to Laurus
      pursuant to the Term Note, without any modification, except only that (i) the
      Maturity Date will be extended by one year, from January 6, 2009 to January
      6,
      2010, and (ii) Section 1.3 of the Term Note will be revised to provide that,
      commencing on the first day of the first full month following the Effective
      Date
      of the Plan, Naturade will satisfy the Principal Amount of the Term Note by
      means of equal monthly payments through the Maturity Date.





5.  Redux
      Holdings, Inc. Obligation To Fund .
      To the extent that the Laurus DIP financing and/or Naturade’s use of Laurus cash
      collateral is insufficient, Redux Holdings, Inc. shall be responsible for
      funding all payments needed to confirm the plan and for working capital of
      Naturade before and after confirmation.








6.  Support
      for Plan .
      Laurus will support the treatment of Laurus’s claims pursuant to Naturade’s
      Plan, and will cast a vote in favor of the confirmation of the Plan, provided
      that the treatment of Laurus’s claims pursuant to the Plan is materially the
      same as that set forth herein.





If
      you have any questions or comments regarding any of the foregoing, please call
      me. I look forward to working with you to achieve a successful reorganization
      of
      Naturaade’s financial affairs.




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