Exhibit 99.1
AMENDMENT AND
WAIVER
This AMENDMENT AND WAIVER (this
“ Amendment ”), dated as of November 25,
2005, is entered into by and between NATURADE, INC., a Delaware
corporation (the “ Parent ”), and LAURUS MASTER
FUND, LTD., a Cayman Islands company (the
“Purchaser” ) for the purpose of amending the
terms of that certain Registration Rights Agreement by and between
the Parent and the Purchaser, dated as of July 26, 2005 (as
amended, modified and/or supplemented from time to time, the
“ Registration Rights Agreement ”), which
Registration Rights Agreement was executed in connection with that
certain Security and Purchase Agreement dated as of July 26,
2005 by and between the Parent and the Purchaser (the
“Security Agreement” ) and the Ancillary
Agreements (as such term is defined in the Security Agreement) (the
Ancillary Agreements, together with the Security Agreement and the
Registration Rights Agreement, the “Loan
Documents”). Capitalized terms used herein without
definition shall have the meanings ascribed to such terms in the
Loan Documents.
WHEREAS, the Parent and the Purchaser
have agreed to make certain changes to the Registration Rights
Agreement as set forth herein; and
NOW, THEREFORE, in consideration of
the above, and for other good and valuable consideration, the
receipt and sufficiency of whi
