NATROL, INC.
POWER OF ATTORNEY

Know all by these presents that the undersigned hereby
constitutes and appoints the Corporate Secretary of
Natrol, Inc., the undersigned's agent to:

1. Execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and / or director or
other affiliate of Natrol, Inc. (the "Company"), Forms 3,
4, and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules there under;

2. do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Form 3, 4, or 5, complete and execute
any amendment or amendments thereto, and timely file such
form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

3. take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
agent, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood
that the documents executed by such agent on behalf of the
undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as
such agent may approve in such agent's discretion.

The undersigned hereby grants to such agent full power
and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in
the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying
and confirming all that such agent or agent's substitute or
substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers
herein granted.  The undersigned acknowledges that the
foregoing agent, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to
comply with Section 16 of the Securities Exchange Act of
1934.

This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file
Forms 3, 4, and 5 with respect to the undersigned's
holdings of and transaction in securities issued by the
Company, unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing agent.

IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be filed and executed as of this 23rd day
of, June 2006.

/s/James R. Peters
James R. Peters
Director