EX-10.8






August 3, 2005



Naturade, Inc. (the “Company”)


14370 Myford Road, Suite 100


Irvine, CA 92606



Re: David Brown, (the “Holder”)



Gentlemen:



The undersigned is an owner of record or beneficially of certain shares of common stock
(“Common Stock”) of the Company or securities convertible into or exchangeable or exercisable for
Common Stock. The Company proposes to enter into a transaction with the Company (the
“Transaction”). The undersigned recognizes that the Transaction will be of benefit to the
undersigned and will benefit the Company. The undersigned acknowledges that the Company is relying
on the representations and agreements of the undersigned contained in this letter agreement in
carrying out the Transaction.



In consideration of the foregoing, the undersigned hereby agrees that the undersigned will
not, (and will cause any immediate family member of (i) the undersigned or (ii) the undersigned’s
spouse, living in the undersigned’s household not to), without the prior written consent of the
Company (which consent may be withheld in its sole discretion), directly or indirectly, sell,
offer, contract or grant any option to sell (including without limitation any short sale), pledge,
transfer, establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the
Securities Exchange Act of 1934, as amended, or otherwise dispose of any shares of Common Stock,
options or warrants to acquire shares of Common Stock, or securities exchangeable or exercisable
for or convertible into shares of Common Stock currently or hereafter owned either of record or
beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by
the undersigned (or such spouse or family member), or publicly announce an intention to do any of
the foregoing, for a period of three hundred and sixty-five (365) days from the closing date of the
Transaction.  The foregoing sentence shall not apply to the transfer of any or all
shares of Common Stock owned by the undersigned, either during his or her lifetime or on death, by
gift, will or intestate succession to the immediate family of the undersigned or to a trust the
beneficiaries of which are exclusively the undersigned and/or a member or members of his or her
immediate family; provided, however, that in any such case it shall be a condition to such transfer
that the transferee executes and delivers to The Company an agreement stating that the transferee
is receiving and holding the Common Stock subject to the provisions of this letter agreement, and
there shall be no further transfer of such Common Stock except in accordance with this letter
agreement. The undersigned also agrees and consents to the entry of stop transfer instructions with
the Company’s transfer agent and registrar against the transfer of shares of Common Stock or
securities convertible into or exchangeable or exercisable for Common Stock held by the undersigned
except in compliance with the foregoing restrictions. For purposes of this paragraph, the term
“immediate family” shall have the same meaning as set forth in Rule 16a-1(e) promulgated under the
Securities Exchange Act of 1934, as amended.



This letter agreement is irrevocable and will be binding on the undersigned and the respective
successors, heirs, personal representatives and assigns of the undersigned.




David Brown




Printed Name of Holder




By: /s/David Brown




	 	 	 	Signature






Printed Name of Person Signing




(and indicate capacity of person signing if




signing as custodian, trustee, or on behalf




of an entity)