TENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT

EXHIBIT 10.52

TENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT

THIS TENTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated as of May 10, 2004, is entered into between WELLS FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the “Lender”), and NATURADE, INC., a Delaware corporation (the “Borrower”).

RECITALS

A. The Borrower and the Lender have entered into a Credit and Security Agreement dated as of January 27, 2000, as amended by that certain First Amendment to Credit and Security Agreement dated as of November 16, 2000, by that certain Second Amendment to Credit and Security Agreement dated as of January 3, 2001, by that certain Third Amendment to Credit and Security Agreement dated as of May 14, 2001, that certain Fourth Amendment to Credit and Security Agreement dated as of December 20, 2001, that certain Fifth Amendment to Credit and Security Agreement dated as of September 19, 2002, that certain Sixth Amendment to Credit and Security Agreement and Waiver dated as of March 24, 2003, that certain Seventh Amendment to Credit and Security Agreement and Waiver dated as of April 15, 2003, that certain Eighth Amendment to Credit and Security Agreement dated as of November 6, 2003, and that certain Ninth Amendment to Credit and Security Agreement dated as of March 29, 2004 (as amended, the “Credit Agreement”). Capitalized terms used herein have the meanings given to them in the Credit Agreement unless otherwise specified.

B. The Borrower and the Lender now wish to further amend the Credit Agreement pursuant to the terms and conditions set forth herein.

C. The Borrower is entering into this Amendment with the understanding and agreement that, except as specifically provided herein, none of the Lender’s rights or remedies as set forth in the Credit Agreement is being waived or modified by the terms of this Amendment.

AGREEMENT

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 Credit Agreement.

“Section 6.15 Minimum Cash. The Borrower shall maintain a minimum of Two Hundred Thousand Dollars ($200,000) of unrestricted cash on hand at all times; provided, however, that so long as no Event of Default exists and is continuing, the amount of unrestricted cash Borrower is required to maintain on hand at all times pursuant to this Section 6.15 shall be reduced by:

(i) One Hundred Thousand Dollars ($100,000) upon Lender’s receipt of satisfactory evidence that the Borrower has received additional loans in the month of May, 2004 from: (A) Health Holdings in the amount of at least One Hundred Seventy-Five Thousand Dollars ($175,000); (B) Bill Stewart in the amount of at least One Hundred Thousand Dollars ($100,000); and (C) David Weil in the amount of Twenty-Five Thousand Dollars ($25,000);

(ii) Fifty Thousand Dollars ($50,000) upon Lender’s receipt and satisfactory review of Borrower’s interim financial statements as of the month ending September 30, 2004, delivered to Lender pursuant to Section 6.1(b) hereof, if Borrower’s Net Income for the fiscal quarter ending September 30, 2004 equals or exceeds Twenty-Five Thousand Dollars ($25,000); and

(iii) so long as Borrower has been afforded the reduction in clause (ii) above, Fifty Thousand Dollars ($50,000) upon receipt and satisfactory review of Borrower’s audited financial statements as of the fiscal year ending December 31, 2004, delivered pursuant to Section 6.1(a) hereof, if Borrower’s Net Income for the fiscal year ending December 31, 2004 equals or exceeds One Hundred Thousand Dollars ($100,000).

Notwithstanding anything contained in this Section 6.15 to the contrary, if Borrower’s Net Income for the fiscal quarter ending September 30, 2004 does not equal or exceed Zero Dollars ($0.00), or if

Borrower’s Net Income for the fiscal year ending December 31, 2004 does not equal or exceed Zero Dollars ($0.00), all reductions in the amount of unrestricted cash Borrower is required to maintain pursuant to clauses (i), (ii), or (iii) shall be reversed at the rate of Fifty Thousand Dollars ($50,000) per month.”

2. No Other Changes. Except as explicitly amended by this Amendment, all of the terms and conditions of the Credit Agreement shall remain in full force and effect and shall apply to any advance or letter of credit thereunder.

3. Accommodation Fee. The Borrower shall pay the Lender an accommodation fee in the amount of Two Thousand Dollars ($2,000) in consideration of Lender’s execution of this Amendment (the “Accommodation Fee”). The Accommodation Fee shall be fully earned and non-refundable upon the execution of this Amendment by Lender. The Accommodation Fee shall be due and payable in cash on or before September 30, 2004.

4. Conditions Precedent. This Amendment shall be effective when each of the following conditions is satisfied, as determined by the Lender in its sole discretion:

5. Representations and Warranties. The Borrower hereby represents and warrants to the Lender as follows:

read and understands this Amendment, has consulted with and been represented by legal counsel in connection herewith, and has been advised by its counsel of its rights and obligations hereunder and thereunder.

6. No Waiver. The execution of this Amendment and acceptance of any other documents related hereto shall not be deemed to be a waiver of any Event of Default under the Credit Agreement or breach, default or event of default under any other Financing Agreement, whether or not known to the Lender and whether or not existing on the date of this Amendment.

7. Costs and Expenses. The Borrower hereby reaffirms its agreement under the Credit Agreement to pay or reimburse the Lender on demand for all costs and expenses incurred by the Lender in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, the Borrower specifically agrees to pay all fees and disbursements of counsel to the Lender for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments incidental hereto. The Borrower hereby agrees that the Lender may, at any time or from time to time in its sole discretion and without further authorization by the Borrower, make a loan to the Borrower under the Credit Agreement, or apply the proceeds of any loan, for the purpose of paying any such fees, disbursements, costs and expenses.

8. Integration. This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter hereof.

9. Choice of Law. The validity of this Amendment, its construction, interpretation and enforcement, the rights of the parties hereunder, shall be determined under, governed by, and construed in accordance with the internal laws of the State of California governing contracts only to be performed in that State.

10. Reference to and Effect on the Loan Documents.

11. Miscellaneous. This Amendment and the acknowledgment attached hereto may be executed by facsimile and in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument.

[Signatures follow on next page.]

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