FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

EXHIBIT 10.45

FIRST AMENDMENT TO AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”), dated as of March 29, 2004, is entered into between BILL D. STEWART (“Stewart”), and NATURADE, INC., a Delaware corporation (the “Company”).

RECITALS

A.            The Company and Stewart have entered into an AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of January 2, 2000, (the “Agreement”).  Capitalized terms used herein have the meanings given to them in the Agreement unless otherwise specified.

B.            The Company and Stewart desire to extend the Agreement.

AMENDMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.             Amendments to Agreement.

Effective March 29, 2004, the term of the Agreement is extended to December 31, 2005.

IN WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.