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<SEC-DOCUMENT>0001019056-06-000175.txt : 20060216
<SEC-HEADER>0001019056-06-000175.hdr.sgml : 20060216
<ACCEPTANCE-DATETIME>20060216165805
ACCESSION NUMBER:		0001019056-06-000175
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060210
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060216
DATE AS OF CHANGE:		20060216

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NATURAL HEALTH TRENDS CORP
		CENTRAL INDEX KEY:			0000912061
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190]
		IRS NUMBER:				592705336
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-26272
		FILM NUMBER:		06625913

	BUSINESS ADDRESS:	
		STREET 1:		12901 HUTTON DRIVE
		STREET 2:		--
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75234
		BUSINESS PHONE:		972-241-4080

	MAIL ADDRESS:	
		STREET 1:		12901 HUTTON DRIVE
		STREET 2:		--
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75234
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>natural_8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


    Date of report (Date of earliest event reported):  February 10, 2006
                                                     ---------------------------

                           NATURAL HEALTH TRENDS CORP.
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

                0-26272                             59-2705336
- --------------------------------------------------------------------------------
        (Commission File Number)         (IRS Employer Identification No.)


2050 Diplomat Drive, Dallas, Texas                               75234
- --------------------------------------------------------------------------------
    (Address of Principal Executive Offices)                   (Zip Code)


                                 (972) 241-4080
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

     [ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

     [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

     [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

     [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
<PAGE>

Item 1.01      Entry into a Material Definitive Agreement
Item 3.02      Unregistered Sale of Equity Securities

On February 10, 2006, Natural Health Trends Corp. (the "Company") entered into
an Escrow Agreement (the "Agreement") with Mark D. Woodburn ("Woodburn") and
Terry L. LaCore ("LaCore"), who are former officers and directors of the
Company, and the LaCore and Woodburn Partnership, an affiliate of Woodburn and
LaCore. Pursuant to the Agreement, (i) the Company agreed to issue and deposit
with the escrow agent (the "Agent") stock certificates in the name of the Agent
representing an aggregate of 1,081,066 shares of the Company's common stock (the
"Escrowed Shares") and (ii) Woodburn and LaCore deposited with the Agent
$1,206,000 in immediately available funds (the "Cash Deposit"). The Escrowed
Shares are the shares of common stock issuable upon the cashless exercise of
certain options issued in 2001 and 2002 to LaCore and the LaCore and Woodburn
Partnership exercisable at $1.00 and $1.10 per share. The number of Escrow
Shares is based upon the closing price of the Company's common stock on February
9, 2006 of $10.14 and the surrender of 118,934 option shares as payment of the
aggregate exercise price of $1,206,000.

The Escrowed Shares will be issued pursuant to Section 4(2) of the Securities
Act of 1933, as amended, to the Agent upon the grant by the Agent of an
irrevocable proxy (the "Proxy") to the Company to vote the Escrowed Shares on
all matters presented at meetings of stockholders or any written consent
executed in lieu thereof. The parties have agreed that the Agent will hold the
Escrowed Shares and the Cash Deposit until it receives joint written
instructions from the Company, Woodburn and LaCore, or until it receives a final
non-appealable order from a court of competent jurisdiction. Each of the Company
and Woodburn and LaCore has further agreed that all current and future rights,
claims, defenses and causes of actions they have or may have against each other
are preserved.

Item 9.01      Financial Statements and Exhibits

        (d)    Exhibits

        10.1   Escrow Agreement dated February 10, 2006 among Natural Health
               Trends Corp., Terry L. LaCore, Mark D. Woodburn, LaCore and
               Woodburn Partnership and Krage and Janvey LLP, as escrow agent.



                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date:  February 15, 2006


                                         NATURAL HEALTH TRENDS CORP.


                                         By: /s/ ROBERT H. HESSE
                                             -----------------------------------
                                             Robert H. Hesse
                                             Interim Chief Executive Officer
<PAGE>

                                  EXHIBIT INDEX



Exhibit                             Description
- -------        -----------------------------------------------------------------

10.1           Escrow Agreement dated February 10, 2006 among Natural Health
               Trends Corp., Terry L. LaCore, Mark D. Woodburn, LaCore and
               Woodburn Partnership and Krage and Janvey LLP, as escrow agent.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    Exhibit 10.1

                                ESCROW AGREEMENT

         ESCROW AGREEMENT (this "Agreement") dated as of February 10, 2006, by
and among Natural Health Trends Corp., a Delaware corporation ("Natural
Health"), Mark D. Woodburn ("Woodburn"), Terry L. LaCore ("LaCore"), LaCore and
Woodburn Partnership (together with Woodburn and LaCore, collectively "Woodburn
and LaCore"), and Krage & Janvey, L.L.P. (the "Escrow Agent").

                                    RECITALS
                                    --------

         WHEREAS, Natural Health and Woodburn and LaCore dispute certain
matters; and

         WHEREAS, the Company disputes the validity of certain options issued to
Woodburn and LaCore (the "Options") and the right to Woodburn and LaCore to
retain the Options and the stock issuable upon exercise thereof and other
proceeds thereof; and

         WHEREAS, Woodburn and LaCore desire to exercise the Options before they
terminate, and Natural Health is willing to permit the Options to be exercised
provided that the exercise is effected without prejudice to any claim that
Natural Health may have relating to the validity of the Options or the right to
recover the Options or their proceeds and provided that the terms of this
Agreement are complied with; and

         WHEREAS, the parties have agreed, in an effort to resolve the disputed
matters, to cause the deposit of the Escrowed Shares (as hereinafter defined)
and the Cash Deposit (as hereinafter defined) with the Escrow Agent, in
accordance with the terms of this Agreement and pending the resolution of the
disputed matters.

         NOW, THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto intending to be legally bound do hereby agree
as follows:

         1.       Appointment of Escrow Agent. Natural Health and Woodburn and
LaCore hereby irrevocably appoint Krage & Janvey, L.L.P. as the Escrow Agent to
receive, hold, administer and deliver the Escrowed Assets (as hereinafter
defined) in accordance with this Agreement, and the Escrow Agent hereby accepts
such appointment, all subject to and upon the terms and conditions set forth
herein.
<PAGE>

         2.       Establishment of Escrow. The parties agree that common
stock certificates representing an aggregate of 1,081,066 shares of common stock
of Natural Health should be deposited into escrow. As of the date hereof,
Woodburn and LaCore agree, jointly and severally, to deposit with the Escrow
Agent an amount equal to one million two hundred six thousand dollars
($1,206,000) (the "Cash Deposit"). Within five (5) business days following the
date hereof, Natural Health shall forward to the Escrow Agent common stock
certificates representing an aggregate of 1,081,066 shares of common stock of
Natural Health to the Escrow Agent (the "Escrowed Shares", together with the
Cash Deposit shall be referred to as the "Escrowed Assets"). The Escrow Agent
shall promptly acknowledge receipt of the Escrowed Assets in writing to
Woodburn, LaCore and Natural Health. The Escrowed Assets and any and all
additional assets which are from time to time held by the Escrow Agent pursuant
to the terms hereof, and any and all earnings, interest and income earned on the
Escrowed Assets or such additional funds, are referred to herein as the "Escrow
Funds." The Escrow Agent shall hold, release and pay over the Escrow Funds in
accordance with the express provisions of this Agreement, and shall not make, be
required to make or be liable in any manner for its failure to make, any
determination of whether Natural Health, Woodburn, LaCore or the LaCore and
Woodburn Partnership are entitled to delivery of payment of any or all of the
Escrow Funds or to any other rights or remedies hereunder.

         3.       Investment of Escrow Funds by the Escrow Agent. The Escrow
Agent shall invest and reinvest the Cash Deposit (as well as the interest earned
thereon) in one or more Qualified Investments (as defined below). Income earned
with respect to the Cash Deposit shall be allocated for tax-reporting purposes
to the party ultimately receiving the Cash Deposit. The Escrow Agent will have
no liability for any investment loss, including any loss incurred on any
investment required to be liquidated prior to maturity in order to make a
payment required hereunder, made in accordance with this Section 3. The Escrow
Agent shall not issue an Internal Revenue Service Form 1099 to any party for any
reason arising from the subject matter of this Escrow Agreement until such time
as the parties resolve the dispute described herein.

         "Qualified Investments", as used herein, means:

                  (i)      Marketable obligations of the United States in
         registered form and having a maturity of not more than three months
         from the date of acquisition;

                  (ii)     Marketable obligations directly and fully guaranteed
         by the United States in registered form and having a maturity of not
         more than three months from the date of acquisition; and

                  (iii)    Interest-bearing bank accounts, certificates of
         deposit, and other interest-bearing obligations issued by any bank
         organized under the laws of the United States or any state thereof with
         capital, surplus and undivided profits aggregating at least
         $50,000,000, in each case having a maturity of not more than three
         months from the date of acquisition.

                                      -2-
<PAGE>

         4.       Release of Escrow Funds.

                  (a)      Upon the receipt by the Escrow Agent of written
instructions executed by Natural Health and Woodburn and LaCore instructing the
Escrow Agent to release and pay over Escrow Funds to Natural Health, Woodburn
and LaCore or third parties, as the case may be, the Escrow Agent shall promptly
thereafter release and pay over the Escrow Funds in accordance with such written
instructions.

                  (b)      Notwithstanding anything to the contrary in this
Agreement, (i) the Escrow Agent may at any time deposit all or any portion of
the Escrow Funds with the clerk of any court of competent jurisdiction in the
State of Delaware (in accordance with Section 14 below) upon commencement of an
action in the nature of interpleader or in the course of any court proceedings
in the State of Delaware and (ii) if at any time the Escrow Agent receives a
final non-appealable order of a court of competent jurisdiction, together with a
legal opinion in a form reasonably satisfactory to the Escrow Agent regarding
finality and jurisdiction, the Escrow Agent shall comply with such order.

                  (c)      Upon any delivery or deposit of all of the Escrow
Funds as provided in this Section 4, the Escrow Agent shall thereupon be
released and discharged from any and all further obligations thereafter arising
in connection with this Agreement.

         5.       Escrow Agent. (a) Natural Health and Woodburn and LaCore
acknowledge and agree that the Escrow Agent (i) shall be obligated only for the
performance of such duties as are specifically set forth in this Agreement; (ii)
shall not be obligated to take any legal or other action hereunder which might
in its judgment involve expense or liability unless it shall have been furnished
with indemnity acceptable to it; (iii) may rely on and shall be protected in
acting or refraining from acting upon any written notice, instruction
(including, without limitation, wire transfer instructions, whether incorporated
herein or provided in a separate written instruction), instrument, statement,
request or document furnished to it hereunder and believed by it to be genuine
and to have been signed or presented by the proper person, and shall have no
responsibility for determining the accuracy thereof; and (iv) shall be obligated
only for the performance of such duties as are expressly and specifically set
forth in this Escrow Agreement on its part to be performed, each of which are
ministerial (and shall not be construed to be fiduciary) in nature, and no
implied duties or obligations of any kind shall be read into this Agreement
against or on the part of the Escrow Agent.

                  (b)      Neither the Escrow Agent nor any of its partners or
employees shall be liable to anyone for any action taken or omitted to be taken
by it or any of partners or employees hereunder except in the case of gross
negligence, bad faith or willful misconduct. Natural Health and Woodburn and
LaCore hereby covenant and agree to jointly but not severally indemnify the
Escrow Agent and hold it harmless without limitation from and against any loss,
liability or expenses and other costs, including but not limited to reasonable
attorney's fees and other costs of defending or preparing to defend against any

                                      -3-
<PAGE>

claim of liability, unless such loss, liability or expense shall be caused by
the Escrow Agent's gross negligence, bad faith or willful misconduct. In no
event shall the Escrow Agent be liable for indirect, punitive, special or
consequential damages. In the event of any payment by Natural Health or Woodburn
and LaCore pursuant to the indemnification obligation set forth in this
paragraph (b), such obligation shall first be satisfied out of the income earned
with respect to the Cash Deposit, and if such income is insufficient to satisfy
such obligation then Natural Health on the one hand and Woodburn and LaCore on
the other, shall pay the remainder of such obligation in two equal shares.

                  (c)      Natural Health on the one hand and Woodburn and
LaCore on the other, agree to reimburse in two equal shares the Escrow Agent for
all reasonable out-of-pocket expenses incurred in connection with the
administration of the escrow created hereby, provided that such expenses shall
not exceed $10,000 in the aggregate. Natural Health and Woodburn and LaCore
agree that the amounts required to be paid pursuant to this paragraph (c) shall
first be satisfied out of the income earned with respect to the Cash Deposit,
and if such income is insufficient to satisfy such amounts then Natural Health
on the one hand and Woodburn and LaCore on the other, shall pay the remainder of
such obligation in two equal shares.

                  (d)      The Escrow Agent may at any time resign as Escrow
Agent hereunder by giving ten (10) days prior written notice of resignation to
the other parties hereto; provided however, that such resignation shall not be
effective until a successor escrow agent has been duly appointed and authorized.
Prior to the effective date of the resignation as specified in such notice,
Natural Health and Woodburn and LaCore will issue to the Escrow Agent a written
instruction authorizing redelivery of the Escrow Funds to a successor escrow
agent that they select. If no successor escrow agent is named by Natural Health
or Woodburn and LaCore, the Escrow Agent may apply to a court of competent
jurisdiction in the State of Delaware (in accordance in the paragraph 14) for
the appointment of a successor escrow agent. The provisions of paragraph (d) of
this Section 5 shall survive the resignation or removal of the Escrow Agent or
the termination of this Escrow Agreement.

         6.       Special Agreements.

                  (a)      Tax Reporting. For tax reporting purposes, Natural
Health shall not issue an Internal Revenue Service Form W-2 or 1099 or any state
law equivalent thereof to LaCore, Woodburn or the LaCore and Woodburn
Partnership associated with the exercise of the Option, unless and until the
dispute relating to the Escrowed Shares has been resolved in favor of LaCore,
Woodburn or the LaCore and Woodburn Partnership and then only to the extent that
such Escrowed Shares are released into custody of LaCore and Woodburn in
resolution of such dispute.

                  (b)      Dispute Resolution. It is understood and agreed that
should any dispute arise with respect to the delivery, ownership, right of
possession, and/or disposition of the Escrow Funds or should any claim be made
upon any Escrow Funds by a third party, the Escrow Agent upon receipt of a
written notice of such dispute or claim by Natural Health or Woodburn and LaCore

                                      -4-
<PAGE>

hereto or third party, is authorized and directed to retain in its possession
without liability to anyone, all or any of such Escrow Funds until such dispute
shall have been settled either by the mutual agreement of Natural Health and
Woodburn and LaCore, or by a final order, decree or judgment of a court in the
United States of America, the time for perfection of an appeal of such order,
decree or judgment having expired. The Escrow Agent may, but shall be under no
duty whatsoever to, institute or defend any legal proceeding which relates to
Escrow Funds.

         7.       Notices.

                  (a)      Notice Addresses. Any notice permitted or required
hereunder shall be in writing, and shall be sent by personal delivery, overnight
delivery by a recognized courier or delivery service, mailed by registered or
certified mail, return receipt requested, postage prepaid, or by confirmed
telecopy accompanied by mailing of the original on the same day by first class
mail, postage prepaid, in each case the parties at their address set forth below
(or to such other address as any such party may hereafter designate by written
notice to the other parties).

If to Natural Health:

            Natural Health Trends Corp.
            2050 Diplomat Drive
            Dallas, Texas 75234
            Telephone: (972) 241-4080
            Attention:  General Counsel

With a copy to:

            Alan N. Forman
            Brown Rudnick Berlack Israels LLP
            Seven Times Square
            New York, NY 10036

If to Woodburn and LaCore:

            Mark D. Woodburn
            809 Dominion Drive
            Southlake, Texas 76092

            Terry LaCore
            3105 Brookhollow Lane
            Flower Mound, TX 75028

                                      -5-
<PAGE>

With a copy to:

            Laurence K. Gustafson, Esq.
            Christopher E. Kirkpatrick, Esq.
            Haynes And Boone, L.L.P.
            901 Main Street, Suite 3100
            Dallas, Texas 75202-3789

            Edwin J. Tomko
            Jason M. Ross
            McManemin & Smith, P.C.
            600 North Pearl Street, Suite 1600
            Plaza of the Americas - South Tower
            Lock Box No.175
            Dallas, Texas 75201-2809

If to Escrow Agent:

            Krage & Janvey, L.L.P.
            2100 Ross Avenue
            Suite 2600
            Dallas, Texas 75201
            Attention:  Ralph S. Janvey

            8.    Severability. Any provision of this Agreement which may be
determined by competent authority to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

            9.    Assignment. This Agreement shall be binding upon and inure
solely to the benefit of the parties hereto and their respective successors and
permitted assigns, and shall not be enforceable by or inure to the benefit of
any third party. No party may assign any of its rights or obligations under this
Agreement without the prior written consent of the other parties, and any
purported assignment without such consent shall be null and void, except that
the Escrow Agent may avail itself of Section 5 hereof.

            10.   Amendments; Waivers. This Agreement may be modified or
terminated, other than according to its terms, only by a writing signed by all
of the parties hereto, and no waiver hereunder shall be effective unless in a
writing signed by the party to be charged. The failure of a party at any time or
times to require performance of any provision hereof shall in no manner affect
the party's right at a later time to enforce the same. No waiver by any party of

                                      -6-
<PAGE>

the breach of any term contained in this Agreement, in any one or more
instances, shall be deemed to be construed as a further or continuing waiver of
any such breach or of the breach of any other terms of this Agreement.

            11.   Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

            12.   Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Delaware without regard to its conflict
of laws provisions.

            13.   Reproduction of Documents. This Escrow Agreement and all
documents relating thereto, including, without limitation, (a) consents, waivers
and modifications which may hereafter be executed, and (b) certificates and
other information previously or hereafter furnished, may be reproduced by any
photographic, photostatic, microfilm, optical disk, micro-card, miniature
photographic or other similar process. The parties hereto agree that any such
reproduction shall be admissible in evidence as the original itself in any
judicial or administrative proceeding, whether or not the original is in
existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction shall likewise be admissible in evidence.

            14.   Consent to Jurisdiction and Service. Each of the parties
hereto hereby absolutely and irrevocably consent and submit to the exclusive
jurisdiction of the courts of the State of Delaware in connection with any
actions or proceedings brought by or against them arising out of or relating to
this Agreement. In any such action or proceedings, each of the parties hereto
hereby absolutely and irrevocably waive personal service of any summons,
complaint, declaration or other process and hereby absolutely and irrevocably
agree that service thereof may be made by certified or registered first class
mail directed to such party, as the case may be, at their respective addresses
in accordance with Section 7 hereof.

            15.   Reservation of Rights. Natural Health and Woodburn and LaCore
have asserted a number of claims against each other. Notwithstanding the
execution and delivery of this Agreement, Natural Health and Woodburn and LaCore
each reserve any and all rights, claims, defenses and causes of actions
whatsoever and regarding any matter that each may have presently, or may have at
any time in the future, against the other, including without limitation, the
right to contest the validity of the Escrowed Shares and/or the options
exercised in connection with the issuance of the Escrowed Shares. Natural Health
and Woodburn and LaCore, and their respective affiliates, shall each be estopped
from asserting that the exercise of the Options results in any election of
remedies, waiver or release of any claims, or estoppel to assert any claims.

            16.   Entire Agreement. This Agreement sets forth the entire
agreement and understanding of the parties in respect of the subject matter
hereof and supersedes all prior agreements, arrangements, presentations and
understandings relative to the subject matter hereof, whether written or oral,

                                      -7-
<PAGE>

express or implied. No oral or written statement, representation, warranty or
promise made prior to or contemporaneously with the execution of this Agreement
shall be binding upon any party with respect to the subject matter hereof or
shall otherwise affect the enforceability of this Agreement in accordance with
its terms.

            17.   Proxy. As a condition to the Company depositing the Escrowed
Shares with the Escrow Agent, the Company shall receive from the Escrow Agent an
irrevocable proxy with respect to the Escrowed Shares in form and substance
reasonably satisfactory to the Company.

         [The remainder of this page has been intentionally left blank]

                                      -8-
<PAGE>

                      [Signature Page to Escrow Agreement]


         IN WITNESS WHEREOF, the parties hereto have executed this Escrow
Agreement as of the day and year first above written.


ESCROW AGENT:                              NATURAL HEALTH:

KRAGE & JANVEY, L.L.P.                     NATURAL HEALTH TRENDS CORP.


By: /s/ RALPH S. JANVEY                    By: /s/ GARY C. WALLACE
    ---------------------------------          --------------------------------

Name:  Ralph S. Janvey                     Name:   Gary C. Wallace
     --------------------------------           -------------------------------

Its:   Partner                             Its:    General Counsel
    ---------------------------------          --------------------------------


MARK D. WOODBURN                           TERRY L. LACORE


/s/ MARK D. WOODBURN                       /s/ TERRY L. LACORE
- -------------------------------------      ------------------------------------
Mark D. Woodburn                           Terry L. LaCore



LACORE AND WOODBURN PARTNERSHIP


By: /s/ MARK D. WOODBURN
    --------------------------------
           Mark D. Woodburn


By: /s/ TERRY L. LACORE
    --------------------------------
           Terry L. LaCore

                                      -9-
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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