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                                                                    EXHIBIT 10.9

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

            THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement") is made
and entered into as of this twenty-eighth day of July, 2005, by and among The
Ageless Foundation, Inc. ("Ageless"), Quincy Investments Corp. ("Quincy") and
Naturade, Inc. (the "Company").

                                    RECITALS

      A. The Company desires Quincy to identify, negotiate and arrange the
financing for the acquisition by the Company of selected assets of Ageless,
Symco, Inc. ("Symco") and Symbiotics, Inc. ("Symbiotics"), in consideration for
which Quincy shall be entitled to receive Common Stock, Series C Convertible
Preferred Stock and warrants to purchase additional shares of Common Stock of
the Company.

      B. Pursuant to that certain Master Investment Agreement dated July 22,
2005, (i) Quincy agreed to use its best efforts to enter into and perform its
obligations under that certain Asset Purchase Agreement, by and between Quincy
and Ageless, attached hereto as Exhibit A (the "Ageless Purchase Agreement") and
(ii) concurrent with the execution and delivery of the Ageless Purchase
Agreement, Quincy and the Company agreed to enter into this Agreement.

      NOW, THEREFORE, in consideration of the foregoing and of the mutual
obligations herein contained, it is agreed as follows:

            1. ASSIGNMENT AND ACCEPTANCE.

                  (a) Quincy hereby assigns to the Company all of Quincy's
right, title and interest in, to and under the Ageless Purchase Agreement.

                  (b) The Company hereby accepts the foregoing assignment and
agrees to keep, perform and fulfill all of the terms, covenants, conditions,
duties and obligations which are required to be kept, performed and fulfilled by
Quincy under the Ageless Purchase Agreement and which are to be performed after
the date hereof (but not including any which have accrued, or which may exist
from acts or failures to act, on or prior to the date hereof).

                  (c) Attached hereto as Exhibit B is a true and complete copy
of the resolutions duly adopted by the Board of Directors relating to the Master
Investment Agreement and the other agreements and instruments referred to
therein, which resolutions have not been amended or revoked and are now in full
force and effect on the date hereof.

            2. ISSUANCE OF SECURITIES.

                  (a) Concurrent with the execution and delivery of this
Agreement, the Company has (i) issued to Quincy, and caused its transfer agent
to deliver certificates to Quincy for, 12,739,630 shares of Common Stock and
4,200,000 shares of Series C Convertible Preferred Stock and (ii) issued and
delivered to Quincy warrants to purchase up to 7,000,000 shares of Common Stock,
in substantially the form attached hereto as Exhibit B (the "Warrants"), receipt
of which shares and Warrants hereby is acknowledged by Quincy.

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                  (b) Quincy hereby represents and warrants to the Company that
all representations and warranties of Quincy contained in Section 4 of the
Master Investment Agreement referred to in Recital B are true and complete as
though made on and as of the date hereof.

            3. RELEASE.

                  (a) Except with respect to the Promissory Note dated of even
date herewith referred to in Section 1.04(a) of the Ageless Purchase Agreement,
Ageless hereby fully, forever and unconditionally releases, exonerates, waives,
relinquishes, discharges, acquits, relieves and covenants not to sue Quincy, or
any of its officers, directors, employees or agents, from any and all rights,
claims, demands, debts, obligations, liabilities, promises and agreements
arising from or in connection with the Ageless Purchase Agreement.

                  (b) Each party hereto understands and agrees that this Section
3 extends to all claims of whatever nature and kind, known and unknown,
suspected or unsuspected, and they each expressly waive any and all rights under
Section 1542 of the Civil Code of the State of California, which provides as
follows:

            A general release does not extend to claims which the creditor does
            not know or suspect to exist in his favor at the time of executing
            the release, which if known by him must have materially affected his
            settlement with the debtor.

Each party hereto expressly waives and releases any right or benefit which it
has or may have under Section 1542 of the Civil Code of the State of California,
as well as under the provisions of all comparable or similar statutes,
provisions of common law or other decisional law of any and all states of the
United States, to the full extent that it waives all such rights and benefits
pertaining to the matters released herein. In connection with such waiver and
relinquishment, each party hereto acknowledges that it may hereafter discover
claims presently unknown or unsuspected, or facts in addition to or different
from those which it now knows or believes to be true, with respect to the
matters released herein. Nevertheless, it is the intention of each party hereto
through this Agreement, fully, finally and forever to settle and release all
such matters, and all claims relative thereto, which do now exist, may exist or
heretofore have existed among them in connection with the matters set forth in
Section 3(a). In furtherance of such intention, the release herein given shall
be and remain in effect as a full and complete release of such matters
notwithstanding the discovery or existence of any such additional different
claims or facts relative thereto, and each party hereto hereby expressly assumes
the risk of any injury, loss or damage which may arise from this waiver.

            4. ENTIRE AGREEMENT. This Agreement embodies the entire agreement
and understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements and
understandings relating to such subject matter.

            5. AMENDMENT. This Agreement may not be amended except by written
document executed by the parties hereto.

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            6. SUBJECT HEADINGS. Subject headings are included for convenience
only and shall not be deemed part of this Agreement.

            7. SEVERABILITY. If any provision of this Agreement shall be held
unenforceable as applied to any circumstance, the remainder of this Agreement
and the application of such provision to other circumstances shall be
interpreted so as best to effect the intent of the parties. The parties further
agree to replace any such unenforceable provision with an enforceable provision
(and to take such other action) which will achieve, to the extent possible, the
purposes of the unenforceable provision.

            8. GOVERNING LAW; JURISDICTION; VENUE. This Agreement shall be
governed by and construed under the laws of the State of California in force
from time to time. 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 City of Los Angeles over any suit, action or proceeding
arising out of or relating to this Agreement, (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.

            9. PARTIES BOUND. This Agreement is binding on and shall inure to
the benefit of the parties and their respective successors, assign, heirs, and
legal representatives.

            10. SURVIVAL. The representations, warranties, covenants, and
agreements contained in this Agreement shall survive the consummation of the
transactions contemplated hereby.

            11. COUNTERPARTS. This Agreement may be executed in one (1) or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

                      The next page is the signature page.

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            IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.

                                               NATURADE, INC.

                                               By: /s/Stephen M. Kasprisin
                                                   -----------------------
                                               Name: Stephen M. Kasprisin
                                               Title: Chief Financial Officer

                                               THE AGELESS FOUNDATION, INC.

                                               By: /s/Naomi Balcombe
                                                   -----------------
                                               Name: Naomi Balcombe
                                               Title: President

                                               QUINCY INVESTMENTS CORP.

                                               By: /s/Peter H. Pocklington
                                                   -----------------------
                                               Name: Peter H. Pocklington
                                               Title: Chairman

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