Exhibit 10.41


 


Waiver Agreement


 


Westgate
Equity Partners, L.P., a limited partnership organized under the laws of
Delaware (the “Holder”) is the sole holder of the 13,540,723 outstanding shares
of Series B Convertible Preferred Stock (the “Series B Preferred Stock”) of
Naturade, Inc., a Delaware corporation (“Naturade”) and the sole holder of
rights to purchase Series B Preferred Stock, under a Warrant to purchase up to
33,641,548 shares of Series B Preferred Stock dated as of January 2, 2002
(the “Warrant”).


 


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


 


“Preferential dividends
on each share of Series B Preferred Stock shall be cumulative and accrue
(whether or not there are profits or capital or surplus available therefor) at
the rate of ten percent (10%) per annum on the Accrued Value thereof (computed
on a semi-annual basis based upon a 360-day year of twelve 30-day months and
pro rated as necessary in the event that dividends shall be paid on other than
a semi-annual basis) from the Issuance Date of such share.  The term “Accrued Value” shall mean, with
respect 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 (as
adjusted for any stock splits, stock dividends, recapitalizations or the
like).”


 


Naturade
has 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 initial
advance of $450,000, to be used for working capital, in the form attached
hereto as Exhibit A (the “Loan”).  As a
condition to making the Loan, the Lenders require that the Holder agrees that
no dividends shall accrue with respect to the Series B Preferred Stock during
2003.


 


In
order to facilitate the making of the Loan, and in consideration of the benefit
received by the Holder as a stockholder of Naturade by the lending of new funds
to 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 Dividends
with respect to the Series B Preferred Stock from January 1, 2003
through December 31, 2003, including any amounts that might otherwise accrue
with respect to previously accrued and unpaid dividends.  Accordingly, the “Accrued Value” for purposes
of the Certificate of Designation shall not at any time include any amounts
accrued for the period from January 1, 2003 through December 31,
2003.


 


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2.                                       Holder agrees to make the waiver in
Paragraph 1 with respect to all outstanding shares of Series B Preferred
Stock and any shares of Series B Preferred Stock that might be purchased
on exercise of the Warrant.


 


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


 


IN
WITNESS WHEREOF, the Holder has caused its duly authorized representative to
execute 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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