INDEPENDENT CONTRACTOR PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

INDEPENDENT CONTRACTOR PROPRIETARY INFORMATION

AND INVENTIONS AGREEMENT

In consideration of my independent contractor relationship with Naturade, Inc., a Delaware corporation (the “Company”) and my compensation from the Company, I, Naomi Balcombe, hereby agree as follows:

1. Proprietary Information. I understand that the Company possesses and will possess Proprietary Information that is important to its business. “Proprietary Information” is information (whether conveyed orally, in writing or otherwise) that was or will be developed, created, or discovered by or on behalf of the Company, or that became or will become known by, or was or is conveyed to the Company, that has or could have commercial value in the Company’s business, unless (a) the information is or becomes publicly known through lawful means; or (b) the information is disclosed to me without confidential or proprietary restriction by a third party who rightfully possesses the information (without confidential or proprietary restriction) and who did not learn of it directly or indirectly from the Company.

Proprietary Information includes, without limitation, any Company Inventions (as defined below) and any information relating to (i) information about proposed products, product development, research, processes, costs, profits, marketing plans, strategies, forecasts, sales or commissions; (ii) plans for the future development or new product concepts; (iii) the compensation, performance and terms of employment of other employees; (iv) all other information that has been or will be given to me in confidence by the Company (or any affiliate); and (v) any information that the Company obtains from another party that it treats as proprietary or designates as Proprietary Information.

At all times, both during my independent contractor relationship with the Company and after its termination, I will not, directly or indirectly, use, make available, sell, disclose or otherwise communicate to any third party, other than in my assigned duties for the benefit of the Company, any Proprietary Information or anything relating to it. I understand that the unauthorized disclosure of Proprietary Information may be highly prejudicial to the Company’s interests and an improper disclosure of trade secrets. Without limiting the foregoing, I shall not make copies of, or otherwise reproduce, Proprietary Information unless authorized by the Company for reproduction or as necessary to fulfill my obligations under that certain Consulting Agreement (the “Consulting Agreement”) or Broker Agreement (the “Broker Agreement”) between myself and the Company of even date herewith.

2. Company Materials. “Company Materials” are documents or other media or tangible items that contain or embody Proprietary Information, whether such documents have been prepared by me or by others. “Company Materials” include, without limitation, blueprints, drawings, photographs, charts, graphs, notebooks, customer lists, computer software, media or printouts, sound recordings and other printed, typewritten or handwritten documents, as well as samples, prototypes, models, products and the like.

3. Intellectual Property.

3.1 All Proprietary Information and all right, title and interest in and to any patents, patent rights, copyrights, trademark rights, mask work rights, trade secret rights, and all other intellectual and industrial property and proprietary rights that currently exist or may exist in the future anywhere in the world belonging to or created for the Company (collectively, “Rights”) in connection therewith shall be the sole property of the Company. I hereby assign to the Company any Rights I may have or acquire in such Proprietary Information.

3.2 I acknowledge and agree that I have no expectation of privacy with respect to the Company’s telecommunications, networking or information processing systems (including, without limitation, stored company files, e-mail messages and voice messages) and that my activity and any files or messages on or using any of those systems may be monitored at any time without notice. I further agree that any property situated on the Company’s premises and owned by the Company, including disks and other storage media, filing cabinets or other work areas, is subject to inspection by Company personnel at any time with or without notice. All Company Materials shall be the sole property of the Company. I agree that during my independent contractor relationship with the Company, I will not remove any Company Materials from the business premises of the Company or deliver any Company Materials to any person or entity outside the Company, except as may be necessary to do in connection with performing the duties of my engagement as an independent contractor. I recognize that the unauthorized taking of any Proprietary Information may be a crime under the Cal. Penal Code §499c or comparable laws of other states or the United States, and may also result in civil liability under Sections 3426.1 through 3426.11 of the California Civil Code, or comparable laws of other states. I further agree that, immediately upon the termination of my engagement as an independent contractor by me or by the Company for any reason, or for no reason, or during my engagement as an independent contractor if so requested by the Company, I will return all Company Materials, apparatus, equipment and other physical property, or any reproduction of such property, excepting only (a) my personal copies of records relating to my compensation; and (b) my copy of this Independent Contractor Proprietary Information and Inventions Agreement (this “Agreement”), the Consulting Agreement and the Broker Agreement.

3.3 I agree that all “Inventions” (which term includes patentable or non-patentable inventions, original works of authorship, derivative works, trade secrets, trademarks, copyrights, service marks, discoveries, patents, technology, algorithms, computer software, application programming interfaces, protocols, formulas, compositions, ideas, designs, processes, techniques, know-how, data and all improvements, rights and claims related to the foregoing), made, conceived, reduced to practice or developed by me or on my behalf (in whole or in part, either alone or jointly with others) during my engagement as an independent contractor and which relate to the consulting work that I am engaged in by the Company, shall be the sole property of the Company. I hereby assign, without further consideration, all such Inventions (“Company Inventions”) to the Company (free and clear of all liens and encumbrances), and the Company shall be the sole owner of all Rights in connection therewith.

I acknowledge that all original works of authorship which have been made and which are made by me (in whole or in part, either alone or jointly with others) within the scope of my work as an independent contractor for the Company and which are protectable by copyright are “works made for hire,” as defined in the United States Copyright Act (17 USCA, Section 101). I have not disclosed and will not disclose Inventions covered by this Section 3.3 to any person outside the Company, unless I am requested to do so by management personnel of the Company.

3.4 I have maintained and agree to maintain adequate and current written records on the development of all Company Inventions and have disclosed and agree to disclose promptly to the Company all Company Inventions and relevant records, which records will remain the sole property of the Company. I further agree that all information and records pertaining to any idea, process, trademark, service mark, invention, technology, computer program, original work or authorship, design, formula, discovery, patent, or copyright that I do not believe to be a Company Invention, but is conceived, developed, or reduced to practice by me (in whole or in part, either alone or jointly with others) during my engagement as an independent contractor and pursuant to my engagement as an independent contractor to the Company, shall be promptly disclosed to the Company (such disclosure to be received in confidence). The Company shall examine such information to determine if in fact the ideas, process, or invention, etc., constitutes a Company Invention and is therefore subject to assignment under Section 3.3. Such disclosures shall be received by the Company in confidence, to the extent they are not assigned to the Company in Section 3.3, and do not extend such assignment.

3.5 I agree to perform, during and after my engagement as an independent contractor, all acts deemed reasonably necessary or desirable by the Company to permit and assist it, at the Company’s expense, in evidencing, perfecting, recording, obtain