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<SEC-DOCUMENT>0001019056-06-000283.txt : 20060316
<SEC-HEADER>0001019056-06-000283.hdr.sgml : 20060316
<ACCEPTANCE-DATETIME>20060316170858
ACCESSION NUMBER:		0001019056-06-000283
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20060316
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:		20060316
DATE AS OF CHANGE:		20060316

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:		06692861

	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, D.C. 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)     March 10, 2006
                                                --------------------------------

                           NATURAL HEALTH TRENDS CORP.
- --------------------------------------------------------------------------------
               (Exact name of Company as specified in its charter)


             Delaware                  0-26272                59-2705336
- --------------------------------------------------------------------------------
   (State or other jurisdiction      (Commission             IRS Employer
         of incorporation)           File Number)         Identification No.)


       2050 Diplomat Drive         Dallas, TX                     75234
- --------------------------------------------------------------------------------
     (Address of principal executive offices)                   (Zip Code)


Company's telephone number, including area code      (972) 241-4080
                                               ---------------------------------


- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company 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 Sales of Equity Securities

         As of November 1, 2004, Natural Health Trends Corp. (the "Company") and
Natural Health Trends Japan, Inc., a wholly owned subsidiary of the Company
("NHT Japan"), entered into an employment agreement (the "Employment Agreement")
with Richard Johnson pursuant to which Mr. Johnson agreed to serve as the
President and Representative Director of NHT Japan. The term of Mr. Johnson's
employment with the Company commenced on November 1, 2004 and was scheduled to
end on December 31, 2006. Under the Employment Agreement, the Company agreed to
pay Mr. Johnson an annual base salary of $480,000 plus reimbursement for
reasonable business expenses as well as expenses related to relocating to, and
living in, Japan.

         On March 16, 2006, Mr. Johnson and the Company amended the Employment
Agreement effective as of February 1, 2006. As amended, the Employment Agreement
is extended through January 31, 2009. Under the amended Employment Agreement,
Mr. Johnson will continue to serve as President of NHT Japan and will provide
advice and services to the Company, as requested. For health reasons, Mr.
Johnson will reside in the United States and is expected to work a reduced
number of hours. He will be compensated by the Company under the amended
Employment Agreement at the rate of $2,000 per day with a minimum of $16,000 per
quarter (or $64,000 per year). Under the amended Employment Agreement, the
Company will issue to Mr. Johnson options exercisable for 8,000 shares of the
Company's common stock during each year of the term of the Consulting Agreement.
The options shall be exercisable at a price equal to the fair market value of
the shares of common stock on the date of grant and will be issued pursuant to
the Company's 2002 Stock Plan. The Company has also agreed to reimburse Mr.
Johnson for business related expenses

         On March 10, 2006, the Company entered into a letter agreement dated
March 1, 2006 with Robert H. Hesse, the Company's Interim Chief Executive
Officer and a member of the Board of Directors. Pursuant to the letter
agreement, Mr. Hesse has agreed to continue acting as the interim chief
executive officer of the Company. In addition to continuing his base pay of
$2,000 per day, the Company has agreed to pay Mr. Hesse a retention bonus equal
to $300,000, of which $150,000 is due and payable currently and $150,000 is due
within 5 days after satisfactory completion of Mr. Hesse's term as interim Chief
Executive Officer.

         On March 15, 2006, Mr. Hesse also exercised an option granted to him on
April 9, 2003, to purchase 5,000 shares of the Company's common stock for $1.80
per share. The option was set to expire on April 9, 2006.

Item 9.01   Financial Statements and Exhibits

     (d)    Exhibits

     10.1   Amended Employment Agreement between Natural Health Trends Corp. and
            Richard S. Johnson dated March 16, 2006, but effective as of
            February 1, 2006.

     10.2   Letter Agreement dated March 1, 2006 between Natural Health Trends
            Corp. and Robert H. Hesse.

                                       2
<PAGE>

                                   SIGNATURES

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



                                      NATURAL HEALTH TRENDS CORP.


     Date: March 16, 2006
                                      By: /s/ ROBERT H. HESSE
                                          --------------------------------------
                                          Name:  Robert H. Hesse
                                          Title: Interim Chief Executive Officer

                                       3
<PAGE>

                                  EXHIBIT INDEX



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

10.1        Amended Employment Agreement between Natural Health Trends Corp. and
            Richard S. Johnson dated March 16, 2006, but effective as of
            February 1, 2006.

10.2        Letter Agreement dated March 1, 2006 between Natural Health Trends
            Corp. and Robert H. Hesse.

                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    Exhibit 10.1

                          AMENDED EMPLOYMENT AGREEMENT

         This Agreement is made and entered into as of February 1, 2006 by
Natural Health Trends Corp., a Delaware corporation (the "Company"), and Richard
S. Johnson ("Employee") in which the parties agree as follows:

1.0      RECITALS

1.1      Through its subsidiaries, NHTC operates an international direct selling
organization (the "Organization") that distributes certain cosmetic, quality of
life, and other products through independent distributors worldwide.

1.2      Employee has experience and expertise in the area of advising direct
selling organizations in matters such as market development and product
expansion in Japan and throughout the world, has substantial knowledge of and
experience in the Organization's operations and products, and is willing to
continue his employment as President of Natural Health Trends Japan, Inc. and
provide additional advise and services to the Company.

1.3      The Company is willing to engage Employee as an employee on the terms
and conditions set forth herein.

1.4      Therefore, for good and valuable consideration, including the promises
made by each party and the acts taken in accordance therewith, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:

2.0      ENGAGEMENT

2.1      The Company hereby engages Employee to act as President of Natural
Health Trends Japan, Inc. and render such further advise and services to the
Company as may be requested by the Company from time-to-time.

2.2      Employee hereby accepts this employment on the terms and conditions set
forth herein.

2.3      This Agreement amends and restates in their entirety and takes the
place of all other Employment Agreements between the Company, or any of its
subsidiaries, and Employee, effective February 1, 2006.

3.0      TERM

3.1      This Agreement will be effective as of February 1, 2006 (the
"Commencement Date"), and, unless modified by mutual written agreement of the
parties, shall continue for a term of three years, unless terminated earlier in
accordance with this Agreement (the "Term").

3.2      The Company may terminate this Agreement as follows:

3.2.1    Employee shall become insolvent, bankrupt or seek protection from
creditors,

3.2.2    Employee commits any dishonest or fraudulent act or is convicted of any
crime,

3.2.3    The Company becomes the subject of a governmental or regulatory action
seeking any penalty, sanction, or fine against the Company as a result of
actions undertaken at least in part by Employee, or

3.2.4    Employee commits any material breach of this Agreement, or

3.2.5    Upon ninety (90) days written notice to Employee of the Company's
intent to cancel this Agreement.

3.3      Employee may terminate this Agreement as follows:

3.3.1    The Company shall become insolvent, bankrupt or seek protection from
creditors,

3.3.2    The Company or an executive officer of the Company is convicted of any
crime,

3.3.3    Employee becomes the subject of a governmental or regulatory action
seeking any penalty, sanction, or fine against Employee as a result of actions
undertaken at least in part by the Company,

3.3.4    The Company commits any material breach of this Agreement, or

3.3.5    Upon ninety (90) days written notice to the Company of Employee's
intent to cancel this Agreement.

3.4      Upon expiration or termination, whichever shall first occur, the
Company shall pay for services rendered through the date of expiration or
termination.

4.0      COMPENSATION

4.1      In consideration of the services performed by Employee, the Company
agrees to pay Employee $16,000 per quarter, which upon request of Employee will
be paid in monthly installments of $5,333.33.

                                       1
<PAGE>

4.2      Out-of-pocket expenses incurred by Employee and authorized and approved
by the Company in advance in writing shall be reimbursed by Company to Employee.

4.3      Employee shall submit statements to the Company not less frequently
than quarterly, and may submit such statements to the Company monthly, for
services rendered and out-of-pocket expenses reimbursable under this Agreement.
The Company shall pay approved invoices within ten (10) days of its receipt
thereof.

4.4      Each year during the term of this Agreement, the Executive shall
receive non-qualified stock options exercisable for an aggregate of 8,000 shares
of the Company's common stock ("Common Stock") at an exercise price equal to the
closing price of the Company's common stock on the date the options are issued,
as reported on the OTC Bulletin Board. The Options shall be granted pursuant to
the Company's 2002 Stock Plan (the "Plan") and subject to the terms and
conditions thereof.

4.5      The option to purchase 15,000 shares of the Common Stock that have
already been issued to Employee shall vest on the Commencement Date and are
exercisable from and after the Commencement Date through and until 90 days after
termination of this Agreement.

5.0      EMPLOYEE'S ACTIVITIES

5.1      Employee shall devote up to 8 days every quarter to the business and
affairs of the Company, when, where and as requested by the Company. Travel
time, telephone conferences, and time spent preparing for providing services
hereunder shall all qualify as time devoted to providing services hereunder.

5.2      If Employee spends more than 8 days in any quarter providing services
hereunder, then the Company shall compensate Employee for such extra days at the
rate of $2,000.00 per day.

5.3      Employee will travel to Japan at least once each year to attend and
participate in a distributor convention or other event designated by the Company
at least 60 days in advance. The Company will provide or reimburse round-trip
business-class or equivalent airfare to such event for Employee and Employee's
wife, if she attends the event with him. The Company will also provide hotel
accommodations at such event for Employee and his wife at a Four Seasons or
equivalent hotel.

5.4      Employee will travel to the Company's headquarters in Dallas, Texas,
once each quarter if and when requested by the Company with at least 15 days
advance notice. The Company will provide or reimburse round-trip business-class
or equivalent airfare to such event for Employee, as well as hotel
accommodations at a Four Seasons or equivalent hotel.

5.5      Employee shall keep and periodically provide to the Company a record
describing the work activities and hours of Employee as the Company shall
reasonably request.

6.0      CONFIDENTIALITY

6.1      "Confidential Information" means any and all technical, business,
financial or commercial information concerning the Company which is confidential
or proprietary or competitively sensitive and which is received from Employee,
whether before or after the date hereof, without regard to the form of the
disclosure, including without limitation:

6.1.1    Technical Information. All trade secrets, inventions, discoveries,
know-how, formulas, formulations, compositions, software, specifications,
patents, patent applications, drawing, schematics, processes, process
technologies, manufacturing techniques, tests, test results, research and
development, and similar non-public technical information;

6.1.2    Business, Financial and Commercial Information. All information
concerning the business, financial condition, results of operations, marketing
strategies, contracts with representatives, lists of Agents or representatives,
contracts with customers and prospective customers, lists of customers and
prospective customer representatives, costs, pricing, margins, terms of sales,
quantities, product plans, contracts, market information, purchase orders,
sources of supply, projections, confidential personnel information, and similar
non-public commercial information; and

6.1.3    Recordings. The contents of all notes, analyses, compilations,
contracts, records, report studies and extracts in every recordable form,
however and whenever arising, containing any Confidential Information.

6.2      Employee agrees that the Confidential Information will be used solely
in connection with Employee's services to the Company pursuant to this Agreement
and that he or she will hold the Confidential Information in strict confidence
and not communicate, disclose, divulge, disseminate, publish or transfer the
Confidential Information to any person except as expressly permitted hereby,
without the prior written consent of the Company.

                                       2
<PAGE>

6.3      Employee agrees that all work product prepared by Employee in
connection with this Agreement, whether before or after execution of this
Agreement, will be subject to protection under federal copyright law,
constitutes "work-for-hire" and that all right, title, interest in such work
product are owned exclusively by the Company and that Employee has no rights
with respect thereto. Employee agrees to furnish all such work product to the
Company and execute and deliver to the Company all acknowledgements,
assignments, and other documents and take such other action as the Company may
deem necessary to vest all right, title, and interest in such work product with
the Company.

6.4      Employee agrees that the Company would not have an adequate remedy at
law and would be irreparably injured if Employee did not strictly perform his or
her obligations in accordance with the provisions of this Agreement. Employee
agrees that the Company shall be entitled to an injunction to require compliance
herewith. This remedy is in addition to any other right or remedy to which the
Company may be entitled at law or in equity and not as a limitation thereof.

7.0      GENERAL PROVISIONS

7.1      The failure or delay by any party in exercising any right, power, or
privilege under this Agreement will not operate as a waiver of such right,
power, or privilege.

7.2      This Agreement supersedes all prior agreements and understandings
between the parties, including agreements and understandings with Lexxus
International or any other subsidiary or affiliate of the Company, and
constitutes a complete and exclusive statement of the terms of the agreement
between the parties with respect to its subject matter. This Agreement may not
be amended except by a written agreement signed by the parties.

7.3      Neither party may assign any of its rights under this Agreement without
the prior consent of the other party. This Agreement and all of its provisions
and conditions are for the sole and exclusive benefit of the parties to this
Agreement. No third parties are intended to be beneficiaries hereof.

7.4      This Agreement will be governed by the laws of the State of Texas as if
it were to be wholly performed within such State.



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





         THE COMPANY:                             EMPLOYEE:

         NATURAL HEALTH TRENDS CORP.


         By: /s/ ROBERT H. HESSE                  /s/ Richard S. Johnson
             ----------------------------         ------------------------------
             Robert H. Hesse, CEO                 Richard S. Johnson

                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                                                    Exhibit 10.2


                           NATURAL HEALTH TRENDS CORP.
                               2050 Diplomat Drive
                                Dallas, TX 75234


                                              March 1, 2006


Robert H. Hesse
c/o Natural Health Trends Corp.
2050 Diplomat Drive
Dallas, TX  75234

Dear Bob:

          In connection with your continued employment as the Interim Chief
Executive Officer of Natural Health Trends Corp. (the "Company"), we are pleased
to offer you the following terms and conditions:

Title:              Interim Chief Executive Officer

Duties:             Duties and responsibilities customary for a chief executive
                    officer, including without limitation:

                    -- Develop a 2006 financial plan for the Company;

                    -- Manage the Company to achieve the financial plan;

                    -- Support the Company's Search Committee in its recruitment
                       of a permanent CEO;

                    -- Effect a seamless transition to a permanent CEO;

                    -- Develop a corporate culture for all employees and
                       distributors focused on implementing professional conduct
                       and best practices, particularly with respect to legal
                       and regulatory compliance;

                    -- Actively confer with the Company's Board of Directors
                       (the "Board") on all significant operational, financial
                       and strategic issues and be responsive to the Board's
                       reasonable requests and direction;

                    -- Assist the Board in resolving all matters relating to
                       former management and related issues; and
<PAGE>

                    -- Maintain positive relations with investors, market makers
                       and analysts, subject to compliance with applicable laws,
                       rules and regulations.

Term:               Term of engagement concludes when new CEO commences
                    employment - most likely by July 1, 2006

Base Pay:           $2,000 per day

Retention Bonus:    $300,000, $150,000 of which will be paid on the date hereof,
                    and $150,000 shall be paid within 5 days following the last
                    day of the Term, assuming your duties are discharged and
                    transition is effected to the reasonable satisfaction of the
                    Board

Benefits:           Travel and entertainment as available to senior executives
                    (in accordance with prior practice) and reasonable
                    reimbursement of rent for Dallas apartment during the Term

          We look forward to continuing to work together to make Natural Health
a success.


                                             NATURAL HEALTH TRENDS CORP.


                                             By /s/ SIR BRIAN WOLFSON
                                                --------------------------------
                                                Name:   Sir Brian Wolfson
                                                Title:  Chairman of the Board


Agreed to and Accepted:


/s/ ROBERT H. HESSE
- --------------------------------
Robert H. Hesse






cc:  The Board of Directors
     Natural Health Trends Corp.

                                       2
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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