Payoff Agreement

Exhibit 99.3

Payoff Agreement

THIS PAYOFF AGREEMENT (the “Agreement”) is made and entered into as of this twenty-second day of November 2005, by and among Xxxxx Xxxxx (“Xxxxx”), Quincy Investments Corp. (“Quincy”) and Naturade, Inc. (the “Company”).

WHEREAS, the Company desires that Quincy payoff certain liabilities of the Company related to Xxxxx Xxxxx under the Consulting Agreement between the Company and Xxxxx dated October 1, 2005 in the amount of $100,000, (“Xxxxx Consulting Agreement”).

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

1. All obligations due Xxxxx by the Company under the Xxxxx Consulting Agreement are hereby paid in full.

2. The Company will issue Quincy 400,000 shares of Naturade Common Stock.

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

NATURADE, INC.
By: /s/Xxxxxxx X. Xxxxxxxxx

Name: Xxxxxxx X. Xxxxxxxxx

Title: Chief Financial Officer

XXXXX XXXXX
By: /s/Xxxxx Xxxxx

QUINCY INVESTMENTS CORP.
By: /s/Xxxxx Xxxxxxxxxxx

Name: Xxxxx Xxxxxxxxxxx

Title: Chairman