TRANSITION AGREEMENT

TRANSITION AGREEMENT

THIS TRANSITION AGREEMENT (the “Agreement”) is made and entered into as of August 3, 2005 (“Agreement Date”), by and between Naturade, Inc., a Delaware corporation with its principal executive offices located at 14370 Myford Rd. #100, Irvine, California 92606 (“Naturade”), and 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”) (Symco and Symbiotics are collectively referred to herein as the “Company”).

Recitals

A. The Company and Quincy Investments Corp., a Bahamas International Business Corporation (“Quincy”) have entered into that certain Asset Purchase Agreement dated as of July 22 2005 (the “Purchase Agreement”).

B. 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 that certain Assignment and Assumption Agreement of even date herewith by and among Naturade, Quincy and the Company (the “Assignment Agreement”).

C. This Agreement is the transition agreement referred to in Section 2.02(f) and 2.03(d) of the Purchase Agreement, and the Company and Naturade in satisfaction of the requirements of the Purchase Agreement intend that the Company provide to Naturade the services set forth herein on the terms and conditions provided for herein.

Agreement

NOW, THEREFORE, in consideration of the premises and of the mutual covenants contained herein, the parties agree as follows:

1.01 Access to Premises . The Company agrees to provide Naturade with commercially reasonable access to and use of the facility located at 2301 W. Highway 89A, Suite 107, Sedona, AZ (the “Premises”) as provided in this paragraph. From the date hereof until terminated by Naturade with 30 day notice or September 30, 2005 whichever comes first (the “Transition Period”), the Company hereby grants to Naturade the right to have each of its employees; officers, agents and other representatives occupy and use the Premises. Naturade agrees to occupy the Premises throughout such period and to occupy and use the Premises only in a manner consistent with the terms of the lease applicable to the Company as the tenant of the Premises. Naturade acknowledges and agrees that the Company shall also occupy and use the Premises throughout such period, and Naturade and the Company agree to cooperate reasonably in connection with the shared occupancy and use of the Premises.

1.02 Compliance with Lease Requirements . Naturade agrees not to take any action, or refrain from taking any action, that would cause the Company to violate its lease on the Premises or that would constitute a violation of the lease if Naturade were the tenant under the lease. Naturade is responsible for all damage to the Premises it has a right to occupy hereunder and for all costs of relocation. If, notwithstanding the other provisions of this Agreement, Naturade occupies any portion of the Premises after the expiration or termination of the relevant lease, Naturade must pay the fair rental price for the Premises, which shall be not less than the rent, common area charges and similar expenses paid or to be paid by the Company and any penalties or other costs incurred by the Company in connection with the Premises.

1.03 Indemnification . Naturade shall indemnify, defend, release and hold harmless the Company from and against any or all actions, causes of action, claims, demands, losses, costs or liabilities (“Claims”) to the extent arising from the acts or omissions of Naturade (including its employees), its representatives or agents that occur on the Premises for the period of time during which the right to occupy and use the Premises continues, except to the extent any such Claim arises from the gross negligence, recklessness or intentional misconduct of the Company. The Company shall indemnify, defend, release and hold harmless Naturade from and against any or all Claims to the extent arising from the acts or omissions of the Company (including its employees), its representatives or agents that occur after the date hereof on the Premises, except to the extent any such Claim arises from the gross negligence, recklessness or intentional misconduct of Naturade.

1.04 Third Party Services . During the Transition Period, Naturade and the Company agree that the Company will use commercially reasonable efforts to make available to Naturade the following services to the extent and as available to the Company immediately prior to the date of this Agreement, and other similar third party services as may be agreed from time to time related to the operation of the Premises and the transition of the Assets and related business to Naturade, all of which the parties acknowledge are to be rendered by third parties:

1.05 Additional Services . During the Transition Period, the Company agrees to provide to Naturade the following services and other similar services as may be agreed from time to time in addition to the services set forth in paragraph 1.04, to the extent such services are available as of the date hereof:

1.06 Employee Matters . Naturade and the Company acknowledge that the Company intends to make available its employees as of the date of this Agreement to perform the services