**Exhibit99.2**

 

**WRITTENCONSENT**

**OF THESTOCKHOLDERS**

**OF**

**NATURADE, INC.**

 

The undersigned, being the holders of a majority of the voting stock ofNaturade, Inc., a Delaware corporation (the “Corporation”), and the holder ofall of the issued and outstanding Series B Convertible Preferred Stock of theCorporation, do hereby adopt the following resolutions by written consentpursuant to Sections 228(a), 242(a) and 242(b) of the Delaware GeneralCorporation Law and the Corporation’s bylaws, which authorize the stockholdersso to act:

 

**Amendment to**

**Certificate of Designation of Series B Convertible PreferredStock**

 

WHEREAS, the undersigned stockholders own a majorityof the shares entitled to vote on the subject matter of these resolutions; and

 

WHEREAS, the undersigned stockholders have agreed thatthe Certificate of Designation of Series B Convertible Preferred Stock shall beamended as provided herein;

 

NOW, THEREFORE, BE IT RESOLVED, that the Certificateof Amendment to the Certificate of Designation of Series B ConvertiblePreferred Stock of the Corporation attached hereto as Exhibit A is herebyapproved.

 

RESOLVED FURTHER, that the officers of theCorporation, and each of them, are hereby authorized to take, make or cause tobe taken, any further actions which they deem to be necessary and appropriateto consummate and carry out the intent of these resolutions and the intent ofthe documents referenced herein and all related documents and agreements towhich the Corporation shall be a party.

 

**Amendment to**

**Certificate of Incorporation**

 

WHEREAS, the undersigned stockholders own a majorityof the shares entitled to vote on the subject matter of these resolutions; and

 

WHEREAS, the undersigned stockholders have agreed thatthe number of authorized shares of Common Stock of the Corporation shall beincreased to permit the full conversion of the Series B Convertible PreferredStock, to increase the pool of shares available for incentives, and for othercorporate purposes;

 

NOW, THEREFORE, BE IT RESOLVED, that the Certificateof Amendment to the Certificate of Incorporation attached hereto as Exhibit Bis hereby approved.

 

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RESOLVED FURTHER, that the officers of theCorporation, and each of them, are hereby authorized to take, make or cause tobe taken, any further actions which they deem to be necessary and appropriateto consummate and carry out the intent of these resolutions and the intent ofthe documents referenced herein and all related documents and agreements to whichthe Corporation shall be a party.

 

*The next page is the signature page*.

 

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IN WITNESS WHEREOF, each of the undersigned hasconsented to this action by written consent as evidenced by the signature ofits officer as of April 14, 2003.

 
|   | WESTGATE EQUITY PARTNERS, L.P.        |
|--------|---------------------------------------|
|   |                                  |
|   | By:                                   | WESTGATE GROUP, LLC, |
|   |                                  | its General Partner |
|   |                                  |
|   | By:                                   | /s/ Robert Vitale |   |
|   |                                  | Robert Vitale |
|   |                                  | Manager |
|   |                                  |
|   |                                  | One Magna Place, Suite 650 |
|   |                                  | 1401 South Brentwood Blvd. |
|   |                                  | St. Louis, MO     63144 |
|   |                                  |
|   |                                  |
|   | HEALTH HOLDINGS & BOTANICALS, LLC |
|   |                                  |
|   | By                                    | /s/ Lionel P. Boissiere |   |
|   |                                  |
|   |                                  | Lionel P. Boissiere |
|   |                                  | President |
|   |                                  |
|   |                                  | 330 Primrose Road, Suite 500 |
|   |                                  | Burlingame, CA   94010 |
|        |                                       |  |  |  |

 

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EXHIBIT A

 

FORM OF

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OFDESIGNATION OF SERIES B CONVERTIBLE PREFERRED STOCK

OF

NATURADE, INC.

 

Naturade, Inc., acorporation duly organized and existing under the Delaware General CorporationLaw (the “Corporation”), does hereby certify that:

 

1.             The amendment to the Certificate ofDesignation of Series B Convertible Preferred Stock (the “Certificate ofDesignation”) set forth below was duly adopted in accordance with theprovisions of Section 242 of the Delaware General Corporation Law (the“DGCL”) and has been consented to by the stockholders in accordance withSection 228 of the DGCL.

 

2.             Section F(1) of the Certificate ofDesignation is amended to read in its entirety as follows:

 

“1.  Each holder of any shares of Series BPreferred Stock shall have the right, at such holder’s option, at any time orfrom time to time, to convert any of such shares into Common Stock, on thebasis hereinafter provided.  Each shareof Series B Preferred Stock may be converted into such number (which may be afraction) of fully paid and non-assessable shares of Common Stock as is equalto the sum of (i) the quotient obtained by dividing (A) the Original IssuancePrice (as defined in Section I below) by (B) the Series B Conversion Price (asdefined in Section I below) (the “Series B Conversion Ratio”) PLUS (ii) anyAntidilution Shares (as defined in Section I below). Upon conversion of a shareof Series B Preferred Stock pursuant to this Section F, all accrued but unpaiddividends with respect to such share of Series B Preferred Stock will becanceled.”

 

3.             Section F(3) of the Certificate ofDesignation is amended to read in its entirety as follows:

 

“3.  No fractional shares of Common Stock orscrip shall be issued upon conversion of shares of Series B PreferredStock.  Instead of any fractional sharesof Common Stock which would otherwise be issuable upon conversion ofSeries B Preferred Stock, the Corporation shall pay a cash adjustment inrespect of such fractional interest in an amount equal to the then currentmarket price (as determined in accordance with Section F(4)(f) below) of ashare of Common Stock multiplied by such fractional interest.  Fractional interests shall not be entitledto dividends, and the holders of fractional interests shall not be entitled toany rights as stockholders of the Corporation in respect of such fractionalinterest.  For purposes of calculatingthe number of shares of Common Stock to be issued on conversion ofSeries B Preferred Stock, or for purposes of calculating voting ordividend rights based on the number of shares issuable on conversion ofSeries B Preferred Stock, all fractional shares of Common Stock of aholder resulting from,

 

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or that would result from, the conversion ofSeries B Preferred Stock, shall be aggregated and combined into thelargest resulting whole number, so that the total number of shares of CommonStock for which any holder receives settlement in cash as fractional shares, orwhich the holder is not entitled to vote or receive dividends upon asfractional shares, will be less than one.”

 

4.             The definition of “AdditionalShares of Common Stock” in Section I of the Certificate of Designation shall beamended to read in its entirety as follows:

 

"'Additional Sharesof Common Stock' means all shares of Common Stock issued (or, pursuant toclauses (A) or (B) of Subparagraph (iv) of Section F(4)(a) above,deemed to be issued) by the Corporation after the Original Issue Date, otherthan Excluded Securities."

 

5.             A new clause shall be added toSection I of the Certificate of Designation, immediately after the definitionof Affiliate, reading in its entirety as follows:

 

"'AntidilutionShares' shall mean, on any date on which such calculation is required (a “CalculationDate”), the number of shares resulting from (A) the excess over 537,242 in thenumber of shares of Common Stock issued and issuable on conversion of theConvertible Notes (based, as to issuable shares, on the conversion price of theConvertible Notes on such Calculation Date), multiplied by (B) 1.041, thendivided by 47,182,301.”

 

6.             A new clause shall be added toSection I of the Certificate of Designation, immediately after the definitionof Common Stock, reading in its entirety as follows:

 

"'Convertible Notes'means (i) the Convertible Secured Promissory Note dated October 31, 2000,payable (with accrued interest) to Howard Shao, in the original principalamount of $100,000, (ii) the Convertible Secured Promissory Note dated November30, 2000, payable (with accrued interest) to Howard Shao, in the originalprincipal amount of $100,000, and (iii) the Convertible Secured Promissory Notedated September 12, 2001, in the principal amount of $50,000, payable to DavidWeil."

 

7.             The reference in clause (B) ofSection F(5) of the Certification of Designation to “Section F(4)” shallbe deleted and replaced with a reference to “Section F(3).”

 

*Thenext page is the signature page.*

 

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IN WITNESSWHEREOF, Naturade, Inc. has caused this Certificate of Amendment to Certificateof Designation to be executed by Bill D. Stewart, its authorized officer, onthis         day of April, 2003.

 
|   | By                                     |   |   |
|--------|----------------------------------------|--------|--------|
|   | Bill D. Stewart,                       |
|   | President and Chief  Executive Officer |

 

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EXHIBIT B

 

FORM OF

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OFINCORPORATION

OF

NATURADE, INC.

 

Naturade, Inc., acorporation duly organized and existing under the Delaware General CorporationLaw (the “Corporation”), does hereby certify that:

 

1.  The amendment to the Certificate ofIncorporation set forth below was duly adopted in accordance with theprovisions of Section 242 of the Delaware General Corporation Law (the“DGCL”) and has been consented to by the stockholders in accordance withSection 228 of the DGCL.

 

2.  Subsection (a) of Article 5 of theCorporation’s Certificate of Incorporation is amended to read in its entiretyas follows:

 

“a.  Authorized Stock.  The corporation is authorized to issue two classes of stock to bedesignated, respectively, “Common Stock” and “Preferred Stock.”  The total number of shares of stock whichthe corporation is authorized to issue is 202,000,000 shares, 150,000,000 ofwhich shall be Common Stock with a par value of $.0001 per share, 2,000,000 ofwhich shall be Non-Voting Common Stock with a par value of $.0001 per share,and 50,000,000 of which shall be Preferred Stock with a par value of $.0001 pershare.”

 

*Thenext page is the signature page.*

 

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IN WITNESSWHEREOF, Naturade, Inc. has caused this Certificate of Amendment to Certificateof Incorporation  to be executed by BillD. Stewart, its authorized officer, on this       day of April, 2003.

 
|   | By                                     |   |   |
|--------|----------------------------------------|--------|--------|
|   | Bill D. Stewart,                       |
|   | President and Chief  Executive Officer |

 

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