EX-10.10






GUARANTY




August 5, 2005




WHEREAS, pursuant to that certain Promissory Note, dated of even date herewith, payable to the
order of AGELESS FOUNDATION, INC., a Florida corporation (“Lender”), in the original principal sum
of Seven Hundred Thousand and No/100 Dollars ($700,000.00) (the “Loan”), (as the same may be
amended, restated, replaced, renewed and modified from time to time, the “Note”) executed by Quincy
Investments Corp., a Bahamas corporation (“Quincy”), pursuant to that certain Asset Purchase
Agreement, dated as of July 28, 2005, by and among Quincy and Lender, and executed by Naturade,
Inc., a Delaware corporation (“Naturade”), pursuant to that certain Assignment and Assumption
Agreement, dated of even date herewith, by and among Quincy, Naturade and the Lender, Quincy and
Naturade (each of which may be referred to hereinafter individually as “Borrower” and collectively
as “Borrowers”) have become jointly and severally indebted, to Lender with respect to the Loan; and



WHEREAS, Lender is willing to make the Loan to the Borrower only if, among other things,the
undersigned (“Guarantor”) executes and delivers this Guaranty (this “Guaranty”) and guarantees
payment to the Lender of the Debt (as hereinafter defined) in the manner provided herein; and



WHEREAS, the undersigned expects to derive benefit from the Loan;



NOW, THEREFORE, in order to induce Lender to make the Loan to Borrower, the undersigned
hereby, jointly and severally, guarantees absolutely and unconditionally to Lender the payment of
the Debt and covenants and agrees with Lender as follows:



The term “Debt” as used in this Guaranty shall mean the principal sum evidenced by the Note,
together with interest thereon at the rate of interest specified in the Note and all other sums,
other than principal or interest, which may or shall become due and payable pursuant to the
provisions of the Note, this Guaranty or any other agreement, document or certificate executed
and/or delivered by Borrower or Guarantor to Lender in connection with the Loan (collectively the
“Loan Documents”).



The undersigned agrees that, upon demand the undersigned will reimburse Lender, to the extent
that such reimbursement is not made by Borrower, for all expenses (including reasonable counsel
fees) incurred by Lender in connection with the collection of the Debt or any portion thereof and
the enforcement of this Guaranty, including any expenses incurred in any post-judgment proceedings
to collect and enforce the judgment. This provision is separate and several and shall survive the
merger of this Guaranty into any judgment on this Guaranty.



All moneys available to Lender for application in payment or reduction of the Debt may be
applied by Lender in such manner and in such amounts and at such time or times and in such order
and priority as Lender may see fit to the payment or reduction of such portion of the Debt or other
obligations of Borrower as Lender may elect.



The undersigned hereby consents that from time to time, before or after any default by
Borrower, with or without further notice to or assent from the undersigned, (i) any security at any
time held by or available to Lender for any obligation of Borrower, (ii) any security at any time
held by or available to Lender for any obligation of any other person or party secondarily or
otherwise liable for all or any portion of the Debt, (iii) any obligation arising under any other
guaranty or any other Loan document to Lender made in connection with the Loan and/or (iv) any
obligor of any obligation arising under any Loan Document, may be exchanged, surrendered or
released and any obligation of Borrower, may be changed, altered, renewed, extended, continued,
surrendered, compromised, waived or released in whole or in part, or any default with respect
thereto waived, and Lender may fail to set off and may release, in whole or in part, any balance of
any credit on its books in favor of Borrower, and generally deal with Borrower or any such
security or obligation and the undersigned shall remain bound under this Guaranty notwithstanding
any such exchange, surrender, release, change, alteration, renewal, extension, continuance,
compromise, waiver, inaction, extension or other dealing. Notwithstanding anything to the contrary
contained in this Guaranty, including the preceding sentence, in no event shall the amount of the
guaranteed obligations be increased without the express written consent of the Guarantor. No
invalidity, irregularity or unenforceability of all or any part of the Debt or the impairment or
loss of security or obligation therefor, whether caused by any action or inactions of Lender or
otherwise, shall affect or impair this Guaranty.



The undersigned hereby waives and agrees not to assert or take advantage of any defense based
upon:



(A) Notice of acceptance of this Guaranty and of the making of the Loan by Lender to
Borrower;



(B) Presentment and demand for payment of the Debt or any portion thereof;



(C) Protest and notice of dishonor or default to the undersigned with respect to the
Debt or any portion thereof;



(D) Notice of intent to accelerate, notice of acceleration and all other notices to
which the undersigned might otherwise be entitled;



(E) Any demand for payment under this Guaranty;



(F) The incapacity, lack of authority, death or disability of Borrower or any other
person or entity;



(G) Any duty on the part of Lender to disclose to the undersigned any facts Lender
may now or hereafter know regarding Borrower, regardless of whether Lender has reason to believe
(i) that any such facts materially increase the risk beyond that which the undersigned intends to
assume, or (ii) that such facts are unknown to the undersigned, the undersigned acknowledging that
he, she or it is fully responsible for being and keeping informed of the financial condition and
affairs of Borrower;



(H) Lack of notice of default, demand of performance or notice of acceleration to
Borrower or any other party with respect to the Loan or the Borrower’s obligations guaranteed
hereby;



(I) The consideration for this Guaranty (or lack or inadequacy thereof);



(J) Any acts or omissions of Lender which vary, increase or decrease the risk on the
undersigned;



(K) Any rights or defenses based upon an offset by the undersigned against any
obligation now or hereafter owed to the undersigned by the Borrower;



(L) The application by Borrower of the proceeds of the Loan for purposes other than
the purposes represented by Borrower to Lender and the undersigned or intended or understood by
Lender or the undersigned;



(M) An election of remedies by Lender, including any election to proceed against any
collateral by judicial or nonjudicial foreclosure, whether real property or personal property, or
by deed in lieu thereof, and whether or not every aspect of any foreclosure sale is commercially
reasonable, and whether or not any such election of remedies destroys or otherwise impairs the
subrogation rights of the undersigned or the rights of the undersigned to proceed against Borrower
or Guarantor by way of subrogation or for reimbursement or contribution, or all such rights;



(N) Any statute or rule of law which provides that the obligation of a surety must
be neither larger in amount nor in any other aspects more burdensome than that of the principal
obligor;



(O) Lender’s election, in any proceeding instituted under Title 11 of the United
States Code (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy
Code or any successor statute; and



(P) Any borrowing or any grant of a security interest under Section 364 of the
Bankruptcy Code.



This Guaranty is an absolute and unconditional guaranty of payment and not of collection and
Lender, except as set forth above, shall be entitled to payment from the undersigned without first
commencing any action against Borrower or resorting to any security or to any credit on the books
of Lender in favor of Borrower.



Each reference herein to Lender shall be deemed to include its successors and assigns, in
whose favor the provisions of this Guaranty shall also inure. Each reference herein to the
undersigned shall be deemed to include the heirs, executors, administrators, legal representatives,
successors and assigns of the undersigned, all of whom shall be bound by the provisions of this
Guaranty.



No delay on the part of Lender in exercising any rights hereunder or failure to exercise the
same shall operate as a waiver of such rights; no notice to or demand on the undersigned shall be
deemed to be a waiver of the obligation of the undersigned or of the right of Lender to take
further action without notice or demand as provided herein; nor in any event shall any modification
or waiver of the provisions of this Guaranty be effective unless in writing nor shall any such
waiver be applicable except in the specific instance for which such waiver is given.



To further induce the Lender to make the Loan to Borrower, Guarantor makes the following
warranties and representations as to itself, with the knowledge that Lender will rely on the
veracity thereof:




(A) The execution and delivery by the Guarantor of the this Guaranty and any
other document executed and/or delivered by the Guarantor to Lender in connection therewith
(collectively, the “Guaranty Documents”), and the performance of its obligations
thereunder, do not and will not: (a) violate any provision of law, rule, regulation, order,
writ, judgment, injunction, decree, determination or award presently in effect having
applicability to the Guarantor; or (b) result in any breach of or constitute any default
under any indenture or loan or credit agreement or any other agreement, lease or instrument
to which the Guarantor is a party or by which the Guarantor or its properties may be bound
or affected, and the Guarantor is not in default under any such law, rule, regulation,
order, writ, judgment, injunction, decree, determination or award or any such indenture,
agreement, lease or instrument.




(B) To the best of Guarantor’s knowledge there is no material action, suit,
proceeding, inquiry or investigation, at law or in equity, or before any court,
governmental instrumentality, public board or arbitrator pending or threatened against or
affecting the Guarantor or any of its properties or rights, wherein an unfavorable
decision, ruling or finding would (a) to the extent not covered by insurance as to which
the insurer has not disclaimed coverage, result in any material adverse change in the
financial condition, business, properties or operations of the Guarantor; (b) materially or
adversely effect the Guaranty; or (c) adversely effect the validly or enforceability of the
Guaranty Documents.



Notwithstanding any payments made by the undersigned pursuant to the provision of this
Guaranty, the undersigned shall have no right of subrogation in and to the Note, or any other
security held by or available to Lender for the Debt or the payment thereof until the Debt has been
paid in full to Lender.



Any of the following events or conditions shall, at the option of Lender constitute an Event
of Default under this Guaranty:




(A) Guarantor’s failure to perform or observe when due any term or condition
in this Guaranty, or breach of any covenant of the Guarantor contained herein;




(B) Guarantor’s petition or application to any tribunal for the appointment
of a trustee or receiver of its estate or assets or any substantial portion of its estate
or assets, or Guarantor’s commencement of any proceedings relating to Guarantor under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, whether now or hereafter in effect; or




(C) If any such petition or application is filed or any such proceedings are
commenced against Guarantor and such proceedings are not dismissed within 30 days after the
filing thereof or Guarantor by any act indicates its approval thereof, consent thereto, or
acquiescence therein, or any order is entered appointing any such trustee or receiver, or
declaring Guarantor bankrupt or insolvent, or approving the petition in any such
proceedings.



Upon the occurrence of an Event of Default under the Note, Lender may, at its option, and
without notice to Guarantor, do any of the following in any order, at any time and in any
combination:




(A) Declare any or all of the Debt to be immediately due and payable as to
Guarantor;




(B) Institute a collection action directly against Guarantor;




(C) Exercise this Guaranty with respect to Guarantor;




(D) Collect from Guarantor all of Lender’s reasonable collection expenses
(whether or not suit is actually instituted) including reasonable attorneys’ fees and
disbursements and all other expenses and fees relating to collection under this Guaranty or
that are permitted under the Loan Documents. All such collection fees and expenses shall
be due and payable upon demand and shall be deemed part of the Debt which are secured by
the Loan Documents for any Debt;




(E) Exercise any other rights and remedies available at law or in equity.



This Guaranty is, and shall be deemed to be, a contract entered into under and pursuant to the
laws of the State of Florida, without regard to conflicts of laws considerations and shall be in
all respects governed, construed, applied and enforced in accordance with the laws of said state
without regard to conflicts of laws consideration; and this Guaranty shall be construed without
regard to any presumption or rule requiring construction against the party causing such instrument
or any portion thereof to be drafted; and no defense given or allowed by the laws of any other
state or country shall be interposed in any action or proceeding hereon unless such defense is also
given or allowed by the laws of the United States District Court, Southern District of Florida.
The undersigned agrees to submit to personal jurisdiction in the State of Florida in any action or
proceeding arising out of this Guaranty and, in furtherance of such agreement, the undersigned
hereby agrees and consents that without limiting other methods of obtaining jurisdiction, personal
jurisdiction over the undersigned in any such action or proceeding may be obtained within or
without the jurisdiction of any court of competent jurisdiction located in Florida and that any
process or notice of motion or other application to any such court in connection with any such
action or proceeding may be served upon the undersigned by certified mail to or by personal service
at the last known address of the undersigned, whether such address be within or without the
jurisdiction of any such court, or by such other acceptable means as may be permitted by the clerk
of a court of competent jurisdiction. GUARANTOR DOES HEREBY DESIGNATE AND APPOINT
     ,      , FLORIDA      , AS ITS DULY APPOINTED AGENT TO
ACCEPT AND ACKNOWLEDGE ON ITS BEHALF SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH
SUIT, ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN FLORIDA, AND AGREES THAT SERVICE OF
PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE OF GUARANTOR DELIVERED
TO GUARANTOR IN THE MANNER PROVIDED IN THE GUARANTY, SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE
SERVICE OF PROCESS UPON GUARANTOR IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF FLORIDA.



The Guarantor hereby waives any claim, right or remedy which Guarantor may now have or
hereafter acquire against the Borrower that arises hereunder and/or from the performance by
Guarantor hereunder including, without limitation, any claim, remedy or right of subrogation,
reimbursement, exoneration, contribution, indemnification, or participation in any claim, right or
remedy of Lender against Borrower or any security which Lender now has or hereafter acquires,
whether or not such claim, right or remedy arises in equity, under contract, by statute, under
common law or otherwise. The foregoing waiver by the Guarantor shall terminate and be of no
further force or effect at such time as the entire Debt has been fully and indefeasibly paid to and
received by Lender.



A determination that any portion of this Guaranty is unenforceable or invalid shall not affect
the enforceability or validity of any other provision, and any determination that the application
of any provision of this Guaranty to any circumstance is illegal or unenforceable shall not affect
the enforceability or validity of such provision as it may apply to other circumstances.



JURY TRIAL WAIVER. THE UNDERSIGNED AGREES THAT ANY SUIT, ACTION OR PROCEEDING, WHETHER CLAIM
OR COUNTERCLAIM, BROUGHT BY THE UNDERSIGNED OR LENDER ON OR WITH RESPECT TO THIS GUARANTY OR ANY
OTHER LOAN DOCUMENT OR THE DEALINGS OF THE PARTIES WITH RESPECT HERETO OR THERETO, SHALL BE TRIED
ONLY BY A COURT AND NOT BY A JURY. LENDER AND THE UNDERSIGNED EACH HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING.
FURTHER, THE UNDERSIGNED WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION
OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN
ADDITION TO, ACTUAL DAMAGES. THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THIS PARAGRAPH IS A
SPECIFIC AND MATERIAL ASPECT OF THIS GUARANTY AND THAT LENDER WOULD NOT EXTEND CREDIT TO THE
BORROWER IF THE WAIVERS SET FORTH IN THIS PARAGRAPH WERE NOT A PART OF THIS GUARANTY.



Any notices or other communications to be delivered to either party hereunder shall be
delivered by (a) certified mail, return receipt requested, postage prepaid, (b) nationally
recognized overnight courier against receipt therefor; or (c) facsimile, with a copy
contemporaneously therewith being mailed to the intended recipient by regular mail, postage
prepaid; together with a copy of any such notice being simultaneously delivered to the attorney for
such party, addressed to the parties at their addresses set forth below and to their attorneys as
follows:



	 	 	 	 	 	 	 	 	 
	If to Guarantor:
	 	Peter H. Pocklington
	 	 	 	 
	111 Vintage Drive East
Indian Wells, CA 92210
Fax No.:
	 	 	760/862-2752	 	 	 	 	 
	With a copy to:
	 	Varner, Saleson & Brandt LLP
	 	 	 	 
	 	 	 

	 	 	3750 University Avenue, Suite 610

	 
	 	Riverside, CA 92501
	 	 	 	 
	 	 	Attention: Bruce Varner, Esq.

	 
	 	Fax No.: 951/274-7770
	 	 	 	 
	With a copy to:
	 	Naturade, Inc.
	 	 	 	 
	 
	 	 	 	 	 	14370 Myford Road
	Suite 100
Irvine , CA 92606
Attention:
	 	 	 	 	 	CFO

	Fax No.:
	 	 	 	 	 	 	714-573-4819	 
	With a copy to:
	 	Peter Menard
	 	 	 	 







Shepard, Mullen, Richter & Hampton


48th Floor


333 South Hope St




	 	 	 	Los Angeles, CA
90071-1448






Fax No.:




	 	 	 	If to Lender: Ageless Foundation, Inc.






1521 Alton Road, #512




Miami Beach, Florida 33139




Attn: Naomi Balcombe




Fax: 352-592-9733




	 	 	 	With a copy to: Kluger, Peretz, Kaplan & Berlin, P.L.






Miami Center, Seventeenth Floor




201 South Biscayne Boulevard




Miami, Florida 33131-4302




Attention: Eliot C. Abbott, Esq.




Fax No.: (305) 379-3428



Any party may change its address for notices by delivering notice thereof to the other party
hereunder. Notices shall be deemed delivered (a) two (2) days after mailing as aforesaid, (b) on
the date shown on the courier’s receipt or (c) on the date when faxed as shown on the log of the
transmitting machines.



Delivery by Guarantor of facsimile signatures to this Guaranty shall have the same effect as
original signatures, and shall bind Guarantor as if original. Same shall be accepted by Lender
provided that same are delivered together with written confirmation that original signatures are
being delivered to Lender’s counsel via overnight mail.



IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of the date first above set
forth.



	 	 	 
	ATTEST:	 	GUARANTOR:
	By: /s/ Stephen M. Kasprisin

	 	/s/ Peter H. Pocklington
	 

	 	 
	Print Name: Stephen M. Kasprisin

	 	PETER H. POCKLINGTON
	 
	 	 






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	 	 	STATE OF _________	 	 	)
	 	 	 	 	 	) SS
	 	 	COUNTY OF ________	 	 	)





On the      day of July in the year 2005 before me, the undersigned, personally appeared PETER
H. POCKLINGTON, personally known to me or proved to me on the basis of satisfactory evidence to be
the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their capacity(ies), and that by his/her their
signature(s) on the instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.




NOTARY PUBLIC




My Commission Expires:      




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