EX-4.1






PROMISSORY NOTE




	 	 	 
	$1,775,687.46

	 	Irvine, California

August 3, 2005






FOR VALUE RECEIVED, each of Quincy Investments Corp., a Bahamas International Business Company
(“Quincy”) and Naturade, Inc., a Delaware corporation (“Naturade”) (Quincy and
Naturade are collectively referred to herein as “Debtor”), jointly and severally promise to
pay to the order of Symbiotics, Inc. (“Symbiotics”), an Arizona corporation and Symco,
Incorporated (“Symco”)], a Nevada corporation (“Creditor”), subject to the terms
and conditions contained in this Promissory Note (the “Note”), the principal sum of One million,
seven hundred and seventy-five thousand, six hundred and eighty-seven dollars and forty-six cents
($1,775,687.46). This Note is the Promissory Note referred to in Section 1.04(a) of that certain
Asset Purchase Agreement dated as of July 22, 2005 (the “Purchase Agreement”) by and among
Symbiotics, Inc., Symco, Incorporated, and Quincy and Sections 2 and 3 of that certain Assignment
and Assumption Agreement (the “Assignment”) of even date herewith by and among Quincy, Naturade,
Symbiotics and Symco. The representations and warranties of the parties to the Purchase Agreement
and the Assignment are incorporated herein by this reference.



1. Principal. Debtor shall repay the unpaid principal outstanding balance on February
3, 2006.



2. Prepayment. The unpaid principal balance and any and all other sums payable to
Creditor hereunder may be prepaid prior to maturity at any time without penalty.



3. Payments. All payments on this Note shall be made in lawful money of the United
States of America and in immediately available funds by wire transfer and be received by Creditor
into the account to be designated by Creditor in accordance with Section 14 of this Note.



4. Guaranty. The performance by each Debtor of its obligations under this Note is
guaranteed pursuant to that certain Guaranty of even date herewith by Peter H. Pocklington (the
"Guaranty”).



5. Acceleration; Issuance of Shares. Upon an Event of Default (as defined in Section
6), the principal amount of this Note shall become immediately due and payable, without
presentment, demand, notice, protest or other requirements of any kind. In addition, Creditor may
exercise any or all of the rights granted to it under the Guaranty, and Debtor agrees and
acknowledges that any action taken by Creditor under the Guaranty shall not constitute a waiver of
any of Creditor’s rights against Debtor or a release of each Debtor from its obligations hereunder.
Further, upon an Event of Default, immediately upon written request by Creditor to Naturade, in
addition to receiving the unpaid principal amount of this Note in cash, Debtor shall be entitled to
receive such number of shares of common stock of Naturade (the “Common Stock”) equal to the
result of (a) the unpaid principal amount of this Note divided by (b) the Per Share Price
of the Common Stock (not to exceed 3,000,000 shares of Common Stock). The “Per Share Price” of the
Common Stock shall be the average of the daily closing prices per share of Common Stock during the
thirty (30) consecutive trading days ending five trading days before the date of the Event of
Default, as reported (absent manifest error) in The Wall Street Journal or, if not available, such
other reliable publication as may be generally available. Naturade shall also enter into a
Registration Rights Agreement with respect to the Common Stock in the form of such agreement
attached as an exhibit to this Note as Exhibit A. Further, upon an Event of Default,
immediately upon written request by Creditor to Naturade, Naturade must transfer to Creditor all of
Naturade’s right, title and interest in and to the assets transferred to Naturade pursuant to
Section 1.01(b) of the Purchase Agreement (applicable to Naturade pursuant to the Assignment). .



6. Events of Default. The occurrence of any of the following shall constitute an
“Event of Default” under this Note:



(a) The failure of Debtor to make any payment required under this Note within two (2) days
after the date due, whether at stated maturity, by prepayment, acceleration or otherwise.



(b) The failure of either Debtor to observe or perform any of the other covenants, conditions
or obligations imposed upon such Debtor in this Note, or the breach in any material respect by
either Debtor of any representation or warranty of such Debtor contained in this Note.



(c) The filing of a petition by or against Debtor under any provisions of the Bankruptcy
Reform Act, Title 11 of the United States Code, as amended or recodified from time to time, or
under any similar or other law relating to bankruptcy, insolvency, reorganization or other relief
for debtors; the appointment of a receiver, trustee, custodian or liquidator of or for any part of
the assets or property of Debtor; Debtor becomes insolvent, makes a general assignment for the
benefit of creditors or is generally not paying its debts as they become due; or any attachment or
like levy on any property of Debtor.



(d) The cessation of business by, or dissolution or liquidation of, either Debtor.



7. Waiver. Debtor hereby consents to renewals and extension of time at or after the
maturity hereof, without notice, and hereby waives diligence, presentment, protest, demand and
notice of every kind and, to the full extent permitted by law, the right to plead any statute of
limitations as a defense to any demand hereunder.



8. Remedies. No failure or delay on the part of Creditor or any other holder of this
Note to exercise any right, power or privilege under this Note and no course of dealing between
Debtor and Creditor shall impair such right, power or privilege or operate as a waiver of any
default or any acquiescence therein, nor shall any single or partial exercise of any such right,
power or privilege preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies expressly provided in this Note are cumulative
to, and not exclusive of, any rights or remedies that Creditor would otherwise have. No notice to
or demand on Debtor in any case shall entitle Debtor to any other or further notice or demand in
similar or other circumstances or constitute a waiver of the right of Creditor to any other or
further action in any circumstances without notice or demand.



9. Authority to Execute and Bind. Each Debtor warrants that the undersigned signatory
executing the Agreement on behalf of such Debtor has the power and authority to bind Debtor.



10. Governing Law; Venue. This Note is to be construed pursuant to the substantive
laws of the State of California, without regard to California’s choice-of-law rules. The parties
hereto each, to the fullest extent it may effectively do so under applicable law, irrevocably (i)
submits to the exclusive jurisdiction of any court of the State of California or the United States
of America sitting in the Counties of Los Angeles or Orange over any suit, action or proceeding
arising out of or relating to this Note, (ii) waives and agrees not to assert, by way of motion, as
a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any
objection that it may now or hereafter have to the establishment of the venue of any such suit,
action or proceeding brought in any such court and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum, and (iii) agrees
that a final judgment in any such suit, action or proceeding brought in any such court shall be
conclusive and binding upon such party and may be enforced in the courts of the United States of
America or the State of California (or any other courts to the jurisdiction of which such party is
or may be subject) by a suit upon such judgment.



11. Severability. In case any one or more of the provisions of this Agreement, in
whole or in part, shall be held to be invalid or unenforceable in any respect, the validity and
enforceability of the remainder of such provision(s) or remaining provisions shall not be affected
or impaired.



12. Costs and Expenses. Debtor shall pay to Creditor upon demand the amount of any
and all costs and expenses, including the reasonable fees and expenses of its counsel and of any
experts and agents, that Creditor may incur in connection with (a) the exercise or enforcement of
any of the rights of Creditor hereunder or (b) the failure by Debtor to perform or observe any of
the provisions hereof.



13. Further Assurances. Debtor will execute all such further and additional documents
as shall be reasonable, convenient, necessary or desirable to carry out the provisions of this
Agreement.



14. Notices. All notices, requests, consents and other communications required or
permitted hereunder shall be in writing and shall be personally delivered, electronically delivered
by facsimile to the following telephone numbers or mailed by using first-class certified mail,
postage prepaid, to the following addresses or to such other address as the parties hereto may
designate in writing:



	 	 	 	 	 
	If to Debtor:
	 	Quincy Investments Corp.

	 
	 	309 Terraces North
	 
	 	47-111 Vintage Drive East
	 
	 	Indian Wells, California 92210

	 
	 	Attn:  Peter H. Pocklington

	 
	 	Fax:  760-862-2752

	 
	 	Naturade, Inc.

	 
	 	14370 Myford Rd, #100
	 
	 	Irvine, CA  92606

	 
	 	Attn:  Bill Stewart

	 
	 	Fax No.:  714-573-4822

	If to Creditor:
	 	Symbiotics, Inc.

	 
	 	Symco, Incorporated

	 
	 	2301 W. Hwy. 89A, Suite 107
	 
	 	Sedona, Arizona  86336

	 
	 	Attn: Douglas A. Wyatt

	 
	 	Fax:  928-203-0279







All such notices, requests, consents and other communications shall be deemed to be properly given
upon receipt, if delivered personally or, if sent by mail, three business days after the same has
been deposited in the United States mail, addressed and postage prepaid as set forth above or, if
sent electronically, upon verification of receipt.



15. Delays or Omissions. No delay or omission to exercise any right, power or remedy
accruing to Creditor under this Note shall impair any such right, power or remedy, nor shall it be
construed to be a waiver of any such breach or default, or an acquiescence therein, or in any
similar breach or default thereafter occurring; nor shall any waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or thereafter occurring.



16. Right of Set-Off. Except as specifically permitted in this paragraph, the payment
to Creditor of any amount under this Note may not be withheld, set-off against or reduced by any
amount owed, or claimed to be owed, to Debtor by Creditor or for any reason whatsoever. Debtor
agrees to assert any claim, demand, or other right against Creditor not specifically permitted in
this paragraph only by an independent claim. Upon notice to Creditor given not later than ninety
days after the date of this Note specifying in reasonable detail the basis for such set-off, Debtor
may set off the amount to which it may be entitled against amounts otherwise payable under the Note
provided that the amount of such set-off claim is not less than $175,000 and provided further that
cash equal to the amount of the claimed set-off is delivered to an independent third party
reasonably acceptable to Creditor and Debtor to be held by such third party until the set-off claim
is finally resolved in a proceeding permitted under the Purchase Agreement. The exercise of such
right of set-off by Debtor in good faith, whether or not ultimately determined to be justified,
will not constitute an Event of Default under this Note. Neither the exercise of nor the failure
to exercise such right of set-off will constitute an election of remedies or limit Debtor in any
manner in the enforcement of any other remedies that may be available to it.



1



IN WITNESS WHEREOF, Debtor has executed this Promissory Note as of the date first above
written.



QUINCY INVESTMENTS CORP.



	 	 	 
	By:

	 	/s/Peter H. Pocklington
	 

	 	 
	Name: Peter H. Pocklington

	 	

	Title: Chairman

	 	

	 
	 	 
	NATURADE, INC.

	 	

	 
	 	 
	By:

	 	/s/ Stephen M. Kasprisin
	 

	 	 






Name: Stephen M. Kasprisin



Title: CFO



2



Exhibit A




Registration Rights Agreement





3