TRADEMARK LICENSE AGREEMENT

TRADEMARK LICENSE AGREEMENT

This Trademark License Agreement (“Agreement”) is entered into as of August 3, 2005 by and among Quincy Investments Corp., a Bahamas corporation with its principal executive offices located at 309 Terraces North, 47-111 Vintage Drive East, Indian Wells, California 92210(“Quincy”), Naturade, Inc., a Delaware corporation with its principal executive offices located at 14370 Myford Rd. #100, Irvine, California 92606 (“Naturade”), Symco, Incorporated, a Nevada corporation with its principal executive offices located at 2301 West Highway 89A, Suite 107, Sedona, Arizona 86336 (“Symco”), and Symbiotics, Inc.. an Arizona corporation with its principal executive offices located at 2301 West Highway 89A, Suite 107, Sedona, Arizona 86336 (“Symbiotics”). Quincy and Naturade may be refered to hereinafter individually as “Licensor” and collectively as “Licensors,” and Symco and Symbiotics may be refered to hereinafter individually as the “Licensee” and collectively as the “Licensees.”

RECITALS

A. Quincy, Symco and Symbiotics have entered into that certain Asset Purchase Agreement, dated as of July 22, 2005 (the “Purchase Agreement”); and Quincy, Naturade, Symco and Symbiotics have entered into that certain Assignment and Assumption Agreement, dated of even date herewith (the “Assignment Agreement”), pursuant to which Quincy has assigned to Naturade, and Naturade has assumed, the rights and obligations of Quincy under the Purchase Agreement as and to the extent provided in the Assignment Agreement.

B. As part of the transactions provided for in the Purchase Agreement and the Assignment Agreement, Licensors transferred its right title and interest in certain assets, including trademarks, to the Licensors.

C. Licensees desire to obtain a license with respect to a certain trademark transferred to Licensors, and Licensors agree to grant such license to Licensees, pursuant to the provisions of this Agreement.

D. This Agreement is the license agreement referred to in Section 2.02(g) and 2.03(e) of the Purchase Agreement.

NOW, THEREFORE, in consideration of the transactions provided for in the Purchase Agreement and the Assignment Agreement and the mutual provisions contained herein, the receipt and sufficiency of which are hereby acknowledged, Licensors and Licensees (hereafter collectively referred to as “the parties”) agree as follows:

1. Definitions. The capitalized terms used in this Agreement and not otherwise defined herein shall have the definitions set forth in this Section1.

(a)  Intellectual Property Rights . The term “Intellectual Property Rights” means all United States and worldwide trademarks, service marks, trade names, trade dress, logos, copyrights, rights of authorship, inventions, patents, rights of inventorship, mask works, semiconductor chip rights, all applications, registrations and renewals in connection with any of the above, trade secrets, rights of publicity, privacy and/or defamation, rights under unfair competition and unfair trade practices laws, and all other intellectual and industrial property rights related thereto.

(b)  Mark . The term “Mark” means the trademark “Age Defiance” which is the subject of United States application number 78345687, as the same may be modified, enhanced or amended from time to time, and shall include any such mark that is or becomes registered for use in the United States.

2.  Grant of License . Each Licensor hereby grants to each Licensee an irrevocable, exclusive, perpetual (subject to Section 4), royalty-free and fully paid up, worldwide right and license to:

(a) Use, copy, modify, create derivative marks and exploit the Mark in any manner whatsoever related to the design, development, manufacture, use, service, support, marketing and sale of products via multi-level marketing channels (e.g., Amway); and

(b) Sublicense any of the rights granted hereunder with the prior written consent of Naturade, except that no such consent shall be necessary with respect to sublicense to an Affiliate (as defined in the Purchase Agreement) of Licensee.

3. Property Rights and Related Matters.

(a)  Naturade’s Rights . Subject to the rights granted hereunder to each Licensee, Naturade shall solely own and have exclusive worldwide right, title and interest in and to the Mark, and to all modifications, enhancements and derivative works of the Mark made by or for Naturade, and to all Intellectual Property Rights related thereto. Licensees shall not challenge, contest or otherwise impair Naturade’s ownership of the Mark or the validity or enforceability of Naturade’s Intellectual Property Rights related to the Mark. Naturade has the right to modify or make derivative works of the Mark and to otherwise exploit the Mark, subject to the rights granted hereunder.

(b)  Licensee’s Rights . Licensee shall solely own and have exclusive worldwide right, title and interest in and to all modifications, enhancements, and derivative works with respect to the Mark made by or for Licensee and to all Intellectual Property Rights related thereto. Naturade shall not challenge, contest or otherwise impair Licensee’s ownership of, or the validity or enforceability of, Licensees’ Intellectual Property Rights related thereto. Licensee has the right to exploit, modify and make derivative works of such modifications, enhancements and derivative works.

(c)  Quality and Inspection . In order to protect the goodwill associated with the Mark, Licensees shall use the Mark only in accordance with prevailin