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<SEC-DOCUMENT>0001019056-06-001023.txt : 20061101
<SEC-HEADER>0001019056-06-001023.hdr.sgml : 20061101
<ACCEPTANCE-DATETIME>20061101144204
ACCESSION NUMBER:		0001019056-06-001023
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		10
CONFORMED PERIOD OF REPORT:	20061031
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Termination of a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20061101
DATE AS OF CHANGE:		20061101

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:		061178482

	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)     October 31, 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

         On October 31, 2006, the Company, Terry L. LaCore and Mark D. Woodburn
entered into several agreements (collectively, the "Settlement Agreements"),
pursuant to which they resolved certain pending disputes among the parties.

         I.       Background
                  ----------

         Messrs. LaCore and Woodburn were officers and directors of the Company
from 2001 until October 2005, and then employees of the Company until November
14, 2005. As previously disclosed, the Company terminated the employment of
Messrs. LaCore and Woodburn in November 2005 based upon information learned
during an investigation conducted by the Company's Audit Committee.

         On February 10, 2006, the Company entered into an Escrow Agreement (the
"Escrow Agreement") with Messrs. Woodburn and LaCore, the LaCore and Woodburn
Partnership, an affiliate of Woodburn and LaCore, and Krage and Janvey LLP, as
escrow agent (the "Escrow Agent"). Pursuant to the Escrow Agreement, (i) the
Company issued and deposited with the Escrow Agent stock certificates in the
name of the Escrow 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 an aggregate of $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 options issued in 2001 and 2002 to LaCore
and the LaCore and Woodburn Partnership for 1,200,000 shares of common stock
exercisable at $1.00 and $1.10 per share.

         The Escrowed Shares were issued to the Escrow Agent upon receipt from
the Escrow Agent of an irrevocable proxy (the "Proxy") to the Company to vote
the Escrowed Shares on matters presented at meetings of stockholders or written
consents executed in lieu thereof. The parties also agreed that the Escrow Agent
will hold the Escrowed Shares and the Cash Deposit until it receives (i) joint
written instructions from the Company, Woodburn and LaCore, or (ii) a final
non-appealable order from a court of competent jurisdiction.

         II.      The Settlement Agreements
                  -------------------------

         The following is a summary of the principal terms of the Settlement
Agreements, copies of which are attached hereto as exhibits:

         a.       Main Agreement

                  Each of the Company, LaCore and Woodburn have agreed that:

         (i) in connection with certain payments received by LaCore and Woodburn
from an independent distributor of the Company, they have agreed to pay an
aggregate of $2.5 million (the "Payment Amount") to the Company by not later
than October 31, 2008 (see "Non-Recourse Secured Promissory Note" below);

         (ii) the Escrowed Shares shall be reissued to LaCore and Woodburn (or
their designees) and such shares (the "Pledged Shares") shall be pledged to the
Company as collateral for their obligations under (x) the Non-Recourse Secured
Promissory Note and (y) the indemnification agreement (see "Indemnification
Agreement" below);

                                       2
<PAGE>

         (iii) the Pledged Shares and other shares of Company capital stock held
directly or indirectly by LaCore and/or Woodburn shall be the subject of a
voting agreement with the Company (see "Voting Agreement" below);

         (iv) the Cash Deposit plus accrued and unpaid interest shall be wired
by the Escrow Agent to LaCore concurrent with the signing of the Settlement
Agreements;

         (v) LaCore shall provide the Company with assistance for up to 10 hours
per month with respect to network marketing, compensation plan adjustments and
strategic planning assistance during the one-year period ending October 31,
2007;

         (vi) Woodburn shall be engaged as a consultant to the Company (see
"Consulting Agreement" below);

         (vii) each of LaCore and Woodburn shall enter into restricted activity
and proprietary rights assignment agreements (see "Restricted Activity
Agreements" below);

         (viii) the Company shall issue a limited release to each of LaCore and
Woodburn (see "Limited Release" below);

         (ix) each of LaCore and Woodburn shall issue a general release to the
Company (see "General Releases" below);

         (x) prior to October 31, 2009, without the prior written consent of the
Company, each of LaCore and Woodburn shall not, among other things, acquire (or
seek to acquire) Company assets or capital stock, solicit proxies or influence
the voting of the Company's capital stock, or attend Company stockholder
meetings (unless invited by the Company);

         (xi) each of LaCore and Woodburn agree to other restrictive covenants,
including participate in any class action or other legal action against the
Company or its affiliates, (except with respect to defending claims), making
disparaging statements about the Company or its affiliates, or accepting
payments from Company distributors; and

         (xii) claims for indemnification and advancement by LaCore and Woodburn
shall be governed by Delaware law and the Company's certificate of incorporation
and by-laws.

         b.       Non-Recourse Secured Promissory Note

         LaCore and Woodburn have executed and delivered a Non-Recourse Secured
Promissory Note (the "Note"), pursuant to which they have jointly and severally
agreed to pay to the Company the Payment Amount plus interest accrued at the
rate of 6% per annum by no later than October 31, 2008. The Pledged Shares have
been pledged as the sole collateral to secure LaCore and Woodburn's obligations
under the Note and the Indemnification Agreement. At any time, LaCore and
Woodburn may elect to repay all or part of the Note by delivering a number of
Pledged Shares based upon the Fair Market Value (as defined in the Note) of such
shares. The Company may also elect at any time to have all or part of the Note
repaid by requiring the surrender of a number of Pledged Shares having a Fair
Market Value equal to the repayment amount. In no event shall LaCore and/or
Woodburn be obligated to repay an amount due under the Note in excess of the
Fair Market Value of the Pledged Shares.

                                       3
<PAGE>

         c.       Indemnification Agreement

         The Company, LaCore and Woodburn have executed and delivered an
Indemnification Agreement, pursuant to which each of LaCore and Woodburn has
agreed as to his individual conduct to indemnify and hold harmless the Company
and its affiliates for his conduct except for (i) Specified Conduct (as
hereinafter defined), and (ii) conduct for which LaCore or Woodburn, as the case
may be, is entitled to indemnification from the Company under the Company's
certificate of incorporation, by-laws and Delaware law.

         d.       Voting Agreement

         The Company, LaCore and Woodburn have executed and delivered a Voting
Agreement, pursuant to which during the 3 year period ending October 31, 2009
each of LaCore and Woodburn has agreed that all shares of Company capital stock
beneficially owned by them or shares acquired by them will be, or become, the
subject of the Voting Agreement. Pursuant to the Voting Agreement, all of such
shares shall be voted by the Company's Board of Directors, or such third party
that is reasonably acceptable to each of the Company, LaCore and Woodburn.

         e.       Consulting Agreement

         The Company and Woodburn have executed and delivered a Consulting
Agreement, pursuant to which the Company has engaged Woodburn as a consultant
for a one-year period. Woodburn is to report directly to the Company's President
and Chief Executive Officer and has agreed to assist the Company with general
administration, accounting, finance and strategic planning. Woodburn will be
paid $17,000 per month plus reimbursement of bona fide business expenses
approved in advance in writing by the Company. If Woodburn is terminated without
Cause (as defined in the Consulting Agreement), he will be entitled to continue
to receive his monthly retainer fee for the remainder of the term, unless he
breaches the terms of his Restricted Activity Agreement or otherwise engages in
a Competitive Activity (as defined in the Restricted Activity Agreement).
Woodburn is permitted to engage in certain consulting activities for third
parties that will not constitute Cause under the Consulting Agreement.

         f.       Restricted Activity Agreements

         Each of LaCore and Woodburn have executed and delivered Restricted
Activity and Proprietary Rights Assignment Agreements with the Company, pursuant
to which they have each agreed to keep confidential or competitively sensitive
information confidential and to disclose and assign to the Company any Work
Product (as defined in the agreements). During the one year period ending
October 31, 2007, LaCore has agreed not to directly or indirectly (i) recruit or
solicit any company personnel or independent distributors, or (ii) perform any
services for any independent distributor of the Company (the "Covenant Not to
Interfere"). During the term of his consulting arrangement with the Company
through the one year period following the receipt of his last monthly consulting
fee or severance payment, Woodburn has also agreed to the Covenant Not to
Interfere. In addition, except for Permitted Consulting Arrangements (as
hereinafter defined), during the one year period ending on October 31, 2007,
Woodburn has agreed not engage in any activity which competes with any
substantial aspect or part of the Company's business (or any affiliate thereof).
"Permitted Consulting Arrangements" means any consulting or similar arrangement

                                       4
<PAGE>

or agreement between Woodburn and any third party so long as Woodburn delivers
to the Company not less than 10 business days prior to the commencement of
service a written notice that describes the terms and conditions of the proposed
consulting arrangement.

         g.       Limited Release

         The Company has executed a limited release in favor of LaCore and
Woodburn with respect to all charges, claims, causes of action and demands
related to their (i) directing, accepting, or permitting payments to or from
positions 1001 to 1014 in the Company's distributor tree from January 1, 2001
through the date of the release, (ii) any related party transactions relating or
pertaining to LaCore or Woodburn that were previously disclosed in the Company's
public filings, and (iii) any disclosures made or omitted, if any, relating or
pertaining to any of the foregoing conduct (collectively, the "Specified
Conduct").

         h.       General Releases

         LaCore and Woodburn have executed a general release in favor of the
Company and its affiliates, including present and former stockholders, officers,
directors, shareholders, employees, and representatives with respect to all
charges, claims, causes of action and demands of any nature, known or unknown,
which LaCore or Woodburn had or may have in the future, except with respect to
the Company's obligations under the Settlement Agreements.


Item 1.02   Termination of a Material Definitive Agreement

         In connection with the execution of the Settlement Agreements, the
Company, LaCore,Woodburn, and the Escrow Agent terminated the Escrow Agreement.


Item 9.01   Financial Statements and Exhibits

         (d)      Exhibits

                  10.1.    Settlement Agreement dated October 31, 2006 among the
                           Company, LaCore and Woodburn.

                  10.2.    Non-Recourse Secured Promissory Note dated October
                           31, 2006 executed by LaCore and Woodburn.

                  10.3.    Indemnification Agreement dated October 31, 2006
                           among the Company, LaCore and Woodburn.

                  10.4.    Voting Agreement dated October 31, 2006 among the
                           Company, LaCore and Woodburn.

                  10.5.    Consulting Agreement dated October 31, 2006 among the
                           Company and Woodburn.

                  10.6.    Restricted Activity Agreement dated October 31, 2006
                           among the Company and Woodburn;

                  10.7.    Restricted Activity Agreement dated October 31, 2006
                           among the Company and LaCore.

                  10.8.    Limited Release dated October 31, 2006 issued by the
                           Company in favor of LaCore and Woodburn.

                  10.9.    General Release dated October 31, 2006 issued by
                           LaCore and Woodburn in favor of the Company and its
                           affiliates.

                                       5
<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: November 1, 2006
                                       By: /s/ STEPHANIE S. HAYANO
                                           -------------------------------------
                                           Name:  Stephanie S. Hayano
                                           Title: President and Chief Executive
                                                  Officer


                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    EXHIBIT 10.1


                                    AGREEMENT
                                    ---------

                  This Agreement (this "Agreement"), is dated as of October 31,
2006, by and among Terry LaCore ("LaCore"), Mark D. Woodburn ("Woodburn") and
Natural Health Trends Corp., a Delaware corporation (the "Company").

                  WHEREAS, the parties hereto desire to settle a dispute among
them and to enter into this Agreement and the exhibits attached hereto.

                  NOW THEREFORE, in consideration of the foregoing, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:

1.    Payment Obligation; Disbursement of Escrow Account; Pledged Shares.
      -------------------------------------------------------------------

         (a) Each of LaCore and Woodburn jointly and severally agrees to pay to
the Company $2.5 million (the "Payment Obligation") in connection with certain
payments made to LaCore and Woodburn by an independent distributor.

         (b) On the date hereof, LaCore, Woodburn and the Company shall cause
Krage & Janvey, the escrow agent (the "Escrow Agent") under that certain escrow
agreement dated as of February 10, 2006 by and among LaCore, Woodburn, the
Company and the Escrow Agent (the "Escrow Agreement"), in accordance with the
terms of the Escrow Agreement, to (i) wire the Cash Deposit (as defined in the
Escrow Agreement) plus accrued interest thereon to an account designated by
LaCore, and (ii) transfer and assign the Escrowed Shares (as defined in the
Escrow Agreement) to LaCore and/or Woodburn which shares (the "Pledged Shares")
shall be simultaneously deposited with, and pledged to, the Company. In
addition, each of LaCore and Woodburn shall deliver to the Company stock powers
endorsed in blank with respect to the Pledged Shares.

         (c) Each of LaCore and Woodburn hereby pledges, and the Company shall
hold, the Pledged Shares (1,081,066 shares of Company common stock) as
collateral for LaCore's and Woodburn's obligations (i) under that certain
non-recourse secured promissory note, a form of which is attached hereto as
Exhibit A (the "Note"), and (ii) under that certain indemnification agreement, a
form of which is attached hereto as Exhibit B (the "Indemnification Agreement").
None of the Pledged Shares shall be sold, transferred or conveyed to any third
parties prior to the first anniversary of the date hereof and each of LaCore and
Woodburn acknowledges that the Company shall impose a "stop transfer" order on
such shares with the Company's transfer agent for such period. The Company
acknowledges and agrees that it will instruct the transfer agent to remove any
such "stop transfer" order on the first anniversary of the date hereof.

                                     - 1 -
<PAGE>

2.    Voting Agreement. All shares of Company capital stock held directly or
indirectly by LaCore or Woodburn, or any L&W Affiliate (as hereinafter defined),
including without limitation, the Pledged Shares, shall be the subject of a
voting agreement, a form of which is attached hereto as Exhibit C. Each of
LaCore and Woodburn agrees to fully and promptly disclose to the Company in
writing the identity of each L&W Affiliate that now or hereafter owns capital
stock of the Company and the number and class of such capital stock.

3.    Assistance; Consulting Agreement. During the one year period following the
date hereof, LaCore shall assist the Company as requested by Company management
with respect to network (or multi-level) marketing operations, including without
limitation, compensation plan adjustments and strategic planning; provided
however, in no event shall LaCore be required to travel or devote more than ten
(10) hours per month. Woodburn shall be engaged as a consultant to the Company
pursuant to the terms of a consulting agreement between the Company and
Woodburn, a form of which is attached hereto as Exhibit D (the "Consulting
Agreement").

4.    Restrictive Covenants. Each of the parties shall enter into a restricted
activity and proprietary rights assignment agreement, the forms of which are
attached hereto as Exhibits E-1 and E-2.

5.    Releases. The Company shall execute and deliver a limited release in favor
of each of LaCore and Woodburn, a form of which is attached hereto as Exhibit
F-1. Each of LaCore and Woodburn shall execute and deliver a general release in
favor of the Company, a form of which is attached hereto as Exhibit F-2.

6.    Standstill. Neither LaCore, Woodburn nor any L&W Affiliate (as hereinafter
defined) shall, without the prior written consent of the Company, for a period
of three (3) years from the date of this Agreement (the "Standstill Period"),
directly or indirectly:

         (a) acquire or agree, offer, seek or propose to acquire, or cause to be
acquired, ownership (including, but not limited to, beneficial ownership as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) of any of the assets or businesses of any Company Affiliates
(as hereinafter defined), or any securities of any Company Affiliates or any
rights or options to acquire any such ownership from any Person (as hereinafter
defined);

         (b) make, or in any way participate in, any "solicitation" of "proxies"
(as such terms are used in the proxy rules of the Securities and Exchange
Commission) to vote or seek to advise or influence in any manner whatsoever any
Person (as hereinafter defined) with respect to the voting of any securities of
any of the Company Affiliates;

         (c) form, join, or in any way participate in a "group" (within the
meaning of Section 13d(3) of the Exchange Act) with respect to any voting
securities of any of the Company Affiliates;

         (d) arrange, or in any way participate in, any financing for the
purchase of any voting securities or securities convertible or exchangeable into
or exercisable for any voting securities or assets of any of the Company
Affiliates;

                                     - 2 -
<PAGE>

         (e) otherwise act, whether alone or in concert with others, to seek to
propose to any of the Company Affiliates or any of their respective
stockholders, any merger, business combination, restructuring, recapitalization
or similar transaction to or with any of the Company Affiliates or otherwise
act, whether alone or in concert with others, to seek to control, change or
influence the management, shareholders, Board of Directors, managers or policies
of any of the Company Affiliates, or nominate any Person as a director of any of
the Company Affiliates;

         (f) attend any shareholder meeting of any Company Affiliates, unless
invited by the Company prior to such meeting;

         (g) solicit, negotiate with, or provide any information to, any Person
with respect to a merger, business combination, exchange offer or liquidation of
any of the Company Affiliates or any other acquisition of any of the Company
Affiliates, any acquisition of securities of or all or any portion of the assets
of any of the Company Affiliates or any other similar transaction;

         (h) announce an intention to, or enter into any discussion,
negotiations, arrangements or understandings with any third party with respect
to, any of the foregoing matters;

         (i) disclose any intention, plan or arrangement inconsistent with any
of the foregoing provisions;

         (j) advise, assist, encourage or participate with any other Person in
connection with action inconsistent with any of the foregoing provisions; or

         (k) engage in any foregoing matters with any former subsidiary of the
Company unless the Company receives written notification not less than ten (10)
days prior to commencing any such matter which notice shall fully describe the
proposed activities with the former subsidiary.

"Company Affiliates" means the Company and each of its current, and future
subsidiaries and affiliates and their respective successors and assigns. "L&W
Affiliate" shall mean (i) any Person directly or indirectly, through one or more
intermediaries, controlled by LaCore or Woodburn or any family member of LaCore
or Woodburn or any trust or other arrangement for the benefit of any family
member of LaCore or Woodburn (a "L&W Controlled Entity"), or (ii) any Person
otherwise affiliated with LaCore or Woodburn or any L&W Controlled Entity.
"Person" shall mean any natural person, corporation, association, partnership
(general or limited), joint venture, trust, estate, limited liability company,
government or any agency or political subdivision thereof, or any other legal
entity or organization.

7.    Additional Restrictions. Except in the course of providing the services
required by Section 3 above, neither LaCore, Woodburn nor any L&W Affiliate
during the Standstill Period will, directly or indirectly:

         (a) form, join, encourage or in any way participate in any class action
or other legal action or arbitration (or threaten to initiate any such class
action, legal action or arbitration), whether brought directly or derivatively

                                     - 3 -
<PAGE>

by other third parties, against any of the Company Affiliates or any of their
respective officers, directors, employees, stockholders, distributors, agents or
representatives (collectively, the "Released Parties"); provided however, that
LaCore, Woodburn and each L&W Affiliate shall not be restricted in defending any
class action or other legal action, proceeding or arbitration initiated against
either of them or prosecuting any counterclaims asserted by either of them.

         (b) except as required by law, or requested or required by any
governmental agency, provide any information whatsoever to any other Person,
including, without limitation, any current, future or former distributor,
employee, stockholder, director of, or lender to, any of the Company Affiliates
or any prospective or existing purchaser of interests in or assets of any of the
Company Affiliates concerning the purported integrity, management, employee
relations, investments, asset sales, compensation plan, products, allocation of
resources, financial condition or any other business practices of, or payments
made by, any Released Parties (collectively, "Company Business Practices");

         (c) send any correspondence whatsoever to any Released Party or to any
family member or known business associate of any Released Party concerning any
Company Business Practice;

         (d) make, participate in the making of, or encourage any other person
to make, any statements, written or oral which (i) is calculated to have the
effect or purpose of maligning the integrity, management, products, services,
allocation of resources or business practices of any Released Party or (ii)
criticize, disparage, or defame the goodwill or reputation of, or which are
intended to embarrass or adversely affect the morale of, any Released Party;

         (e) visit or attempt to visit the offices of any Company Affiliate or
any meeting or conference sponsored by any Company Affiliate or any distributor
of any Company Affiliate;

         (f) announce an intention to, or enter into any discussion,
negotiations, arrangements or understandings with any third party with respect
to, any of the foregoing matters;

         (g) accept any payment or consideration of any type from any Released
Party or Distributor or Potential Distributor, other than pursuant to this
Agreement or the Consulting Agreement;

         (h) disclose any intention, plan or arrangement inconsistent with the
foregoing provisions; or

         (i) advise, assist, encourage or participate with any other Person in
connection with any action inconsistent with any of the foregoing provisions.

8.    No Admission. Neither this Agreement nor the exhibits hereto when executed
and delivered (collectively, the "Transaction Documents") nor any action or acts
taken in connection therewith shall constitute an admission of liability or
wrongdoing by any of the Parties or any other Person.

                                     - 4 -
<PAGE>

9.    Consultation With Counsel. The Parties each acknowledge that they have
consulted with their respective attorneys before executing this Agreement and
that they have entered into and executed each of the Transaction Documents
knowingly, voluntarily and freely of their own volition and with such
consultation with counsel as they deemed appropriate.

10.   Construction of Agreement. The language of this Agreement and the other
Transaction Documents shall be construed as a whole according to its fair
meaning and none of the parties hereto shall be deemed to have drafted this
Agreement or the other Transaction Documents in any action that may hereafter
arise between the parties hereto. If for any reason any provision of this
Agreement or any of the other Transaction Documents, or portion thereof, is held
unenforceable, that provision, or portion thereof, shall be enforceable to the
maximum extent permissible so as to effect the parties' intent, and be deemed to
be so modified, and the remainder of this Agreement or the other Transaction
Documents, as the case may be, shall continue in full force and effect.

11.   No Waiver. No failure or delay on the part of a Released Party or LaCore
or Woodburn in exercising any right, power or remedy under this Agreement or the
other Transaction Documents shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or remedy preclude any other
or further exercise thereof or the exercise of any other right, power or remedy.
The remedies provided for under this Agreement or the other Transaction
Documents are cumulative and are not exclusive of any remedies that may be
available to a Released Party or LaCore or Woodburn at law or in equity. No
waiver of or consent to any departure by either a Released Party or LaCore or
Woodburn from any provision of this Agreement or any other Transaction Document
shall be effective unless signed in writing by the party entitled to the benefit
thereof. No amendment, modification or termination of any provision of this
Agreement or any other Transaction Document shall be effective unless signed in
writing by all parties hereto. Any waiver of any provision of this Agreement or
any other Transaction Document, and any consent to any departure from the terms
of any provision of this Agreement or any other Transaction Document, shall be
effective only in the specific instance and for the specific purpose for which
made or given.

12.   Severability of Provisions. Any provision of this Agreement or any other
Transaction Document that is 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 or
affecting the validity or enforceability of such provision in any other
jurisdiction. Moreover, if any one or more of the provisions contained in this
Agreement or any other Transaction Document shall be held to be excessively
broad as to duration, activity or subject, such provision shall be construed by
limiting and reducing it so as to be enforceable to the maximum extent allowed
by applicable law.

13.   Non-Assignability. The rights and obligations of LaCore and Woodburn under
this Agreement or any other Transaction Document are personal to each of LaCore
and Woodburn and may not be assigned or delegated to any other Person; provided,
however, that nothing in this Agreement shall preclude LaCore and Woodburn from
designating any of his beneficiaries to receive any benefits payable hereunder
upon his death, or his executors, administrators or other legal representatives
from assigning any rights hereunder to the person or persons entitled thereto.

                                     - 5 -
<PAGE>

14.   Notices. Any notice given under this Agreement or the other Transaction
Documents shall be in writing and shall be deemed to have been given when
delivered by messenger or courier service (against appropriate receipt), or
mailed by registered or certified mail (return receipt requested), addressed as
follows:

                  If to the Company     Natural Health Trends Corp.
                                        2050 Diplomat Drive
                                        Dallas, TX  75234
                                        Attn:  Gary C. Wallace, General Counsel

                  With a copy to:       Brown Rudnick Berlack Israels LLP
                                        Seven Times Square
                                        New York, New York 10036
                                        Attn:  Alan N. Forman, Esq.

                  If to LaCore:         Terry L. LaCore
                                        c/o Curran Tomko Tarski LLP
                                        1700 Pacific Avenue, Suite 4545
                                        Dallas, TX  75201
                                        Attn:  Edwin J. Tomko

                  If to Woodburn:       Mark D. Woodburn
                                        809 Dominion Drive
                                        Southlake, TX  76092

                  With a copy to:       Haynes and Boone, LLP
                                        901 Main Street, Suite 3100
                                        Dallas, TX  75202
                                        Attn:  Chris Kirkpatrick

or at such other address as shall be indicated to the parties hereto in writing.
Notice of change of address shall be effective only upon receipt.

15.   Dispute Resolution.
      -------------------

         (a) Subject to the provisions of paragraph 15(b), any dispute,
controversy or claim arising between the parties relating to this Agreement or
the other Transaction Documents, or otherwise with respect to any dealings
between LaCore, Woodburn and/or any of the Company Affiliates (whether such
dispute arises under any federal, state or local statute or regulation, or at
common law), shall be resolved by final and binding arbitration in Dallas,
Texas, before a panel consisting of three (3) arbitrators, selected by the
American Arbitration Association ("AAA") in accordance with its rules pertaining
at the time the dispute arises, within thirty (30) days following delivery of a
notice of intention to arbitrate. The hearing shall be held no later than ninety
(90) days following the commencement of the arbitration. The award shall be
rendered no later than fifteen (15) days following the close of the hearing. At

                                     - 6 -
<PAGE>

the request of either party, all time periods specified in the rules of the AAA
shall be accelerated by the arbitrator to the extent necessary to comply with
the timetables specified herein. In such arbitration proceedings, the arbitrator
shall have the discretion, to be exercised in accordance with applicable law, to
allocate among the parties the arbitrator's fees, tribunal and other
administrative and litigation costs and, to the prevailing party, attorneys'
fees. The award of the arbitrator may be confirmed before and entered as a
judgment of any court having jurisdiction over the parties.

         (b) The provisions of paragraph 15(a) shall not apply with respect to
any application made by any party hereto for injunctive relief under this
Agreement.

16.   Advancement; Indemnification. Claims by each of LaCore and Woodburn for
indemnification and advancement of all costs, expenses (including attorneys'
fees), liabilities and losses incurred by them in connection with their
activities as officers and directors of the Company or any Company Affiliate
shall be governed by Delaware law, including without limitation the Delaware
General Corporation Law ("DGCL") and the case law interpreting the DGCL and the
Delaware certificate of incorporation and by-laws of the Company. The foregoing
provision, however, shall not apply to the advancement of costs or expenses
(including attorneys' fees) incurred by LaCore and/or Woodburn prior to the date
hereof. Notwithstanding the preceding sentence, the Company has agreed to
advance costs and expenses (including attorneys' fees) reasonably and actually
incurred by them in connection with the following matters: Civil Action No.
3:04-cv-01039-L, styled Lexxus International, Inc., et al. v. John Loghry, et
al., in the United States District Court for the Northern District of Texas and
related cases; Case No. 05-04-1586, styled Nature's Sunshine Products, Inc., et
al. v. Oscar de la Mora, et al.; and Urena v. Productos Lexxus Internacional
Mexico, S.A de C.V. et al., pending in Mexico. Nothing in this paragraph 16
shall diminish, limit or otherwise impair the right of Woodburn or LaCore to
seek indemnification and advancement of costs and expenses (including attorneys'
fees) incurred after the date hereof (regardless of when the circumstances or
events giving rise to such claims may have occurred).

17.   Governing Law. This Agreement and all claims arising from or related to
this Agreement or the other Transaction Documents shall be governed by and
construed in accordance with the internal laws of the State of Delaware
applicable to contracts made and to be entirely performed within such State.

18.   Headings. The paragraph headings used or contained in this Agreement and
the other Transaction Documents are for convenience of reference only and shall
not affect the construction of this Agreement or the other Transaction
Documents, as the case may be.

19.   Entire Agreement. This Agreement and the other Transaction Documents
constitutes the entire agreement among the parties with respect to the matters
set forth herein, and there are no promises or undertakings with respect thereto
relative to the subject matter hereof not expressly set forth or referred to
herein or therein. To the extent of any conflict between the terms and
conditions of the Transaction Documents and any prior agreement between any of
the Company Affiliates and LaCore and/or Woodburn, the terms of the Transaction
Documents shall govern and control.

                                     - 7 -
<PAGE>

20.   Execution in Counterparts. This Agreement and the other Transaction
Documents may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which counterparts, when so executed
and delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same agreement.



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

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


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


                               NATURAL HEALTH TRENDS CORP.



                               By: /s/ STEPHANIE S. HAYANO
                                   ---------------------------------------------
                                   Name:  Stephanie S. Hayano
                                   Title:  President and Chief Executive Officer

                                     - 8 -
<PAGE>

                                  Exhibit Index
                                  -------------


         Exhibit                         Document
         -------                         --------

            A               Non- Recourse Secured Promissory Note

            B               Indemnification Agreement

            C               Voting Agreement

            D               Consulting Agreement

           E-1              Restricted Activity Agreement (Woodburn)

           E-2              Restricted Activity Agreement (LaCore)

           F-1              Limited Release

           F-2              General Release
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                                                    EXHIBIT 10.2

                      NON-RECOURSE SECURED PROMISSORY NOTE
                      ------------------------------------


$2,500,000                                                      October 31, 2006
                                                                Dallas, Texas

FOR VALUE RECEIVED, Terry L. LaCore and Mark D. Woodburn (each a "Borrower" and
collectively, the "Borrowers"), jointly and severally, hereby unconditionally
promise to pay to the order of Natural Health Trends Corp., a Delaware
corporation, together with its successors and assigns (the "Company"), in lawful
currency of the United States of America, at the Company's offices at 2050
Diplomat Drive, Dallas, Texas 75234, the aggregate principal amount of Two
Million Five Hundred Thousand Dollars ($2,500,000) together with accrued and
unpaid interest on the outstanding principal amount by no later than October 31,
2008 (the "Maturity Date").

         SECTION 1. Interest. The outstanding principal amount of this Note
shall bear interest at the rate of six percent (6%) per annum and be computed
based upon a year of 360 days.

         SECTION 2. Optional Prepayment; Mandatory Prepayment. (a) At their
option, the Borrowers may prepay at any time all or any part of the principal
amount of, and accrued and unpaid interest on, this Non-Recourse Secured
Promissory Note, without premium or penalty, either (i) in cash, or (ii) by
delivering all or part of the Pledged Shares (as hereinafter defined), in
accordance with Section 5 below.
         (b) At its option, the Company may require, on three (3) days prior
written notice to the Borrowers that the Borrowers prepay at any time all or any
part of the principal amount of, and accrued and unpaid interest on, this
Non-Recourse Secured Promissory Note, without premium or penalty either (at the
Borrowers option) (i) in cash, or (ii) by delivering all or part of the Pledged
Shares (as hereinafter defined), in accordance with Section 5 below.

         SECTION 3. Pledged Collateral. In order to secure the payment and
performance in full of all of their obligations under this Non-Recourse Secured
Promissory Note, whether existing as of this date or any time thereafter, the
Borrowers hereby pledge and assign to the Company, and grant to the Company a
continuing security interest in, (i) one million eighty-one thousand sixty-six
(1,081,066) shares of the Company's common stock (the "Pledged Shares") and the
certificate(s) representing the Pledged Shares, and (ii) and all dividends,
cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of, or in exchange for, any or all of the
Pledged Shares (collectively, the "Pledged Collateral").

         SECTION 4. Security for Obligations. The pledge and security interest
granted pursuant to this Non-Recourse Secured Promissory Note secures the
payment of all obligations of the Borrowers under (i) this Non-Recourse Secured
Promissory Note and (ii) that certain Indemnification Agreement dated as of the
date hereof among the Borrowers and the Company (all such obligations of the
Borrowers being herein called the "Obligations"); provided however, that the
Pledged Collateral shall not be pledged as a security interest to secure the
payment of the Borrowers obligations under the Indemnification Agreement at any
time following the first anniversary following the date hereof.
<PAGE>

         SECTION 5.  Payment in Pledged Shares; Non-Recourse.

         (a) The Borrowers may elect to repay all or part of the outstanding
principal amount and accrued and unpaid interest on this Non-Recourse Secured
Promissory Note by surrendering a certain number of Pledged Shares. To surrender
Pledged Shares, the Borrowers shall deliver a written notice signed by each
Borrower to the Company (a "Surrender Notice") which notice shall set forth the
number of Pledged Shares to be surrendered (the "Surrendered Shares") to the
Company for cancellation and the Fair Market Value (as set forth in Section 6
below) of such Surrendered Shares.

         (b) In the event that the Company disagrees with the calculation of
Fair Market Value as set forth in a Surrender Notice, it shall so notify the
Borrowers in writing (the "Response Notice") within ten (10) business days
following its receipt of a Surrender Notice which Response Notice shall explain
the basis for the Company's disagreement with the Fair Market Value calculation
set forth in the Surrender Notice. If the Company fails to deliver a Response
Notice within such ten (10) business day period, it shall note in the books and
records of the Company that this Non-Recourse Secured Promissory Note shall be
reduced by an amount equal to the Fair Market Value of the Surrendered Shares.

         (c) The Borrowers shall not be required to repay any amounts due and
owing under this Non-Recourse Secured Promissory Note in excess of the Fair
Market Value of the Pledged Shares surrendered or foreclosed upon hereunder.

         SECTION 6. Fair Market Value. Fair Market Value shall mean, with
respect to each Surrender Notice:

         (a) If the Company is at the time of such notice a reporting company
under the Securities Exchange Act of 1934, as amended, and its shares of common
stock are traded on the NASD OTC Bulletin Board, The Nasdaq Stock Market, The
American Stock Exchange or The New York Stock Exchange, then the Fair Market
Value of each Surrendered Share shall be equal to the average of the closing
market prices for 20 consecutive trading days prior to the date of the Surrender
Notice. If no sale takes place on any such day on any such exchange, the average
of the closing bid and asked prices on such day as so reported shall represent
the closing market price for that day.

         (b) If Section 6(a) above is not applicable, then the Fair Market Value
of each Surrendered Share will be the fair value as determined in good faith by
the Company's Board of Directors.

         SECTION 7. Further Assurances. The Borrowers agree that at any time and
from time to time, the Borrowers will promptly execute and deliver all further
instruments and documents, and take all further action, that may be reasonably
necessary, or that the Company may reasonably request, in order to perfect and
preserve any security interest granted or purported to be granted hereby or to
enable the Company to exercise and enforce its rights and remedies hereunder
with respect to any Pledged Collateral.
<PAGE>

         SECTION 8. Transfers and Other Liens. Each of the Borrowers agrees that
he will not (i) sell, pledge or otherwise dispose of, or grant any option with
respect to, any of the Pledged Collateral or any interest therein without first
receiving written consent for such sale, disposition, or grant from the Company,
(ii) create or permit to exist any lien, security interest, or other charge or
encumbrance upon or with respect to any of the Pledged Collateral, except for
the security interest under this Non-Recourse Secured Promissory Note, or (iii)
enter into any voting agreement or other voting arrangement or grant any proxy,
with respect to the Pledged Collateral, except as contemplated by that certain
Voting Agreement dated as of the date hereof among the Borrowers and the
Company.

         SECTION 9. Default, Acceleration. If any of the following events shall
occur (each, a "Default"): (i) the Borrowers shall fail to make any payment due
hereunder when due; or (ii) the Borrowers shall breach in any material respect
any of the covenants herein or in the other Transaction Documents (and such
breach is not cured within ten (10) days following written notice thereof); or
(iii) the Borrowers shall file a petition or enter into any voluntary case under
any bankruptcy or similar law; or (iv) there is commenced against the Borrowers
an involuntary case or other similar proceeding under any bankruptcy or similar
law which remains undismissed for a period of sixty (60) days, then and in any
such event, upon written notice to the Borrowers from the Company, the principal
amount hereof, together with accrued interest thereon and all other amounts due
hereunder, shall become immediately due and payable without any further demand,
presentment, protest, notice of protest, dishonor, notice of dishonor or notice
of any other kind, all of which are hereby expressly waived by the Borrowers.

         SECTION 10. Remedies upon Default. (a) Upon a Default, the Company
shall have the right, at its option, to exercise all rights, powers, privileges
and preferences pertaining to the Pledged Collateral and to cause all such
Pledged Collateral to be registered in the Company's name, or in the name of its
nominee. To effectuate the provisions hereof, the Borrowers hereby irrevocably
appoints and constitutes any officer of the Company as Borrower's true and
lawful attorney to complete and fill in the stock power delivered in connection
with the Pledged Shares, to take such further action as the Company may deem
necessary to exercise, as a stockholder, all of the rights, title and position
of a stockholder in the Company. Each of the Borrowers further agree that any
transfer of the Pledged Collateral under the provisions of this paragraph and
the exercise by the Company of the rights of a stockholder shall not be deemed a
sale or disposition under the provisions of Article 9 of the Uniform Commercial
Code nor an acceptance of such Pledged Collateral in satisfaction of the
Obligations or any portion thereof.

         (b) Each Borrower jointly and severally agree to pay all costs and
expenses incurred by the Company, including all reasonable attorneys' fees, for
(i) the collection of this Non-Recourse Secured Promissory Note and the
indebtedness evidenced hereby, and (ii) the enforcement of the Company's rights
hereunder or under any other instrument creating and collateral security or
guaranty now or hereafter given to secure the obligation evidenced by this
Non-Recourse Secured Promissory Note.

         (c) Each and every party liable hereon (whether as maker, endorser,
guarantor, surety or otherwise) hereby: (i) waives presentment, demand, protest,
suretyship defenses and defenses in the nature thereof; (ii) waives any defenses
based upon and specifically assents to any and all extensions and postponements
<PAGE>

of the time for payment, changes in terms and conditions and all other
indulgences and forbearances which may be granted by the holder to any party now
or hereafter liable hereunder; (iii) agrees to any substitution, exchange,
release, surrender or other delivery of any collateral now or hereafter held
hereunder and to the addition or release of any other party or person primarily
or secondarily liable; and (iv) agrees to be bound by all of the terms contained
in this Note and in any and all other instruments now or hereafter executed,
evidencing or governing all or nay proportion of any collateral for this Note.
Every party to this Non-Recourse Secured Promissory Note and each such
instrument agrees that the obligations of all such parties shall be joint and
several.

         SECTION 11 Amendments. No amendment or waiver of any provision of this
Non-Recourse Secured Promissory Note nor consent to any departure by the
Borrowers herefrom shall in any event be effective unless the same shall be in
writing and signed by the Company, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

         SECTION 12 Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing and shall be given by mail, if to the
Borrowers, to them at the address indicated on the signature page hereof, and if
to the Company, addressed to it at 2050 Diplomat Drive, Dallas, Texas 75234,
Attn: General Counsel, or, as to either party, at such other address as shall be
designated by such party in a written notice to the other party complying as to
delivery with the terms of this Section 13. All such notices and other
communications shall be effective three (3) business days after being deposited
in the mails, postage prepaid, addressed as aforesaid.

         SECTION 13 Continuing Security Interest; Transfer of Note. Subject to
the provisions of Section 4 above, this Non-Recourse Secured Promissory Note
shall create a continuing security interest in the Pledged Collateral and shall
remain in full force and effect until payment in full of the Obligations. The
rights and obligations of the Company and the Borrowers hereunder may not be
assigned without the prior written consent of the Company and any purported
assignment shall be null and void.

         SECTION 14. Governing Law; Terms. This Non-Recourse Secured Promissory
Note shall be governed by and construed in accordance with the laws of the State
of Delaware, without regard to principles of conflicts of law.
<PAGE>

         IN WITNESS WHEREOF, the Borrowers have executed this instrument on the
date first above written.

                                                /s/ TERRY L. LACORE
                                                --------------------------------
                                                Terry L. LaCore
                                                c/o Curran Tomko Tarski LLP
                                                1700 Pacific Avenue, Suite 4545
                                                Dallas, Texas 75201
                                                Attn:  Edwin J. Tomko



                                                /s/ MARK D. WOODBURN
                                                --------------------------------
                                                Mark D. Woodburn
                                                809 Dominion Drive
                                                Southlake, Texas 76092

                                                With a copy to:

                                                Haynes and Boone, LLP
                                                901 Main Street, Suite 3100
                                                Dallas, Texas 75202
                                                Attn:  Chris Kirkpatrick
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>ex10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
                                                                    EXHIBIT 10.3

                            INDEMNIFICATION AGREEMENT
                            -------------------------

         This Indemnification Agreement is effective as of the 31st day of
October, 2006 by and among Natural Health Trends Corp., a Delaware corporation
(the "Company"), and Terry L. LaCore ("LaCore") and Mark D. Woodburn
("Woodburn", collectively with LaCore, the "Indemnifying Parties").

                                 R E C I T A L S
                                 ---------------

         WHEREAS, in order to induce the Company to enter into that certain
agreement dated as of the date hereof among the Company and the Indemnifying
Parties (the "October 2006 Agreement"), the Indemnifying Parties agree to
provide for the indemnification of the Indemnified Parties (as hereinafter
defined) to the extent provided hereunder.

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the parties, the Indemnifying
Parties and the Company hereby agree as set forth below:

         1.       Definitions. In addition to the definitions in the recitals or
the body of this Agreement, as used herein, the following terms shall have the
following definitions:

         (a)      References to "Indemnified Parties" (or to an "Indemnified
Party") shall include the Company, its subsidiaries and affiliates, and each of
their respective officers and directors.

         (b)      "Indemnified Conduct" means all conduct or other activities of
an Indemnifying Party, except for (i) the Specified Conduct (as defined in that
certain Limited Release dated the date hereof executed by the Indemnifying
Parties in favor of the Company and certain other releasees) and (ii) conduct
for which such Indemnifying Party is entitled to indemnification from the
Company under the Company's certificate of incorporation, by-laws, the Delaware
General Corporation Law ("DGCL") and the case law interpreting the DGCL.

         2.       Indemnification. Each of the Indemnifying Parties agrees as to
his individual conduct to indemnify and hold harmless each Indemnified Party
from and against any and all losses, claims, damages, liabilities reasonably and
actually incurred by the Company as a result of the Indemnified Conduct.

         3.       Notice of Claims. If notice of any action, claim, proceeding
or investigation is received by an Indemnified Party in respect of which
indemnity may be sought against the Indemnifying Parties hereunder, such
Indemnified Party will promptly notify the Indemnifying Parties in writing of
the commencement thereof. However, the omission to so notify any Indemnifying
Parties will not relieve such Indemnifying Parties from any liability to such
Indemnified Party hereunder, except to the extent that such Indemnifying Parties
is actually and materially prejudiced by such failure.

         4.       Assumption of Defense. The Indemnifying Parties will have the
right to assume the defense of any action, claim, proceeding or investigation
and to retain counsel of its choice to represent the Indemnified Parties

<PAGE>

(provided such counsel is reasonably satisfactory to the Indemnified Parties).
Any counsel retained by the Indemnifying Parties to represent the Indemnified
Parties will, to the fullest extent consistent with its professional
responsibilities, cooperate with any separate counsel designated by the
Indemnified Parties. The reasonable fees and expenses of such counsel retained
by the Indemnifying Parties will be paid by the Indemnifying Parties. In the
event any Indemnifying Parties assumes the defense of any such action, claim,
proceeding or investigation an Indemnified Party may, notwithstanding such
assumption by such Indemnifying Parties of such defense, retain one separate
counsel on behalf of all Indemnified Parties the cost of which shall be borne by
the Indemnifying Parties if (i) the Indemnifying Parties have failed to provide
counsel reasonably satisfactory to such Indemnified Party in a timely manner or
diligently prosecute such defense, (ii) the Indemnified Parties reasonably
determine that representation of such Indemnified Party would present it with a
conflict of interest or (iii) any Indemnified Party based upon advice of
reputable counsel reasonably determines that there may be legal defenses to it
which are materially different from or in addition to those available to such
Indemnifying Parties which have not been asserted on behalf of such Indemnified
Party by counsel selected by the Indemnifying Parties. No Indemnifying Parties
shall in the defense of any action, claim, proceeding or investigation consent
to entry of any judgment or enter into any settlement which (i) does not include
as an unconditional term thereof the giving by the claimant or plaintiff to
Indemnified Party of a release from all liability in respect of all claims
arising therefrom or (ii) requires the performance of any act (other than the
payment of moneys that are paid in full by the Indemnifying Parties) or the
agreement not to perform any act by any Indemnified Party, in each case except
with the written consent of the Indemnified Party, which consent shall not be
unreasonably withheld.

         5.       Contribution. If for any reason (other than as a result of the
willful misconduct or negligence of an Indemnified Party) the foregoing
indemnity is unavailable to an Indemnified Party or insufficient to hold an
Indemnified Party harmless, then in lieu of indemnifying such Indemnified Party,
the Indemnifying Parties shall, in accordance with applicable law, contribute to
the amount paid or payable by such Indemnified Party as a result of such claims,
liabilities, losses, damages, or reasonably and actually incurred expenses.

         6.       Survival. The indemnity, contribution and reasonably and
actually incurred expense reimbursement obligations set forth herein (i) shall
be in addition to any liability any Indemnifying Parties may have to any
Indemnified Party at common law or otherwise, and (ii) shall remain operative
and in full force and effect for a period of three (3) years following the date
hereof.

                                       2
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Indemnification
Agreement to be duly executed as of the day and year first above written.


                                       NATURAL HEALTH TRENDS CORP.


                                       By: /s/ STEPHANIE S. HAYANO
                                           -------------------------------------
                                           Stephanie S. Hayano
                                           President and Chief Executive Officer


                                       TERRY L. LACORE

                                       /s/ TERRY L. LACORE
                                       -----------------------------------------


                                       MARK D. WOODBURN

                                       /s/ MARK D. WOODBURN
                                       -----------------------------------------



                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>ex10_4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
                                                                    EXHIBIT 10.4

                                VOTING AGREEMENT

         THIS VOTING AGREEMENT (this "Agreement"), dated as of October 31, 2006,
is made by and among Natural Health Trends Corp., a Delaware corporation (the
"Company"), Terry L. LaCore ("LaCore") and Mark D. Woodburn ("Woodburn").
Capitalized terms used but not defined herein have the meanings ascribed to them
in the October 2006 Agreement (as defined below).

         WHEREAS, concurrently herewith, the Company has entered into an
agreement of even date herewith (as the same may be amended from time to time,
the "October 2006 Agreement") providing for, the execution and delivery of this
Agreement; and

         WHEREAS, each of LaCore and Woodburn, as of the date of this Agreement,
is the record owner and the "beneficial owner" (within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended) of the number of
outstanding shares of Company capital stock set forth opposite his name as
"Shares" on Schedule A attached hereto, and each of LaCore and Woodburn wishes
to enter into this Agreement with respect to all of such Shares and any
additional shares of capital stock of the Company that LaCore and Woodburn
hereafter acquires the right to vote, whether through contract, purchase,
exercise of an option or otherwise after the date of this Agreement ("Additional
Shares"); and

         WHEREAS, in order to induce the Company to enter into the October 2006
Agreement, LaCore and Woodburn have agreed to enter into this Agreement.

         NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:

                                   ARTICLE I

                  VOTING AGREEMENT; IRREVOCABLE GRANT OF PROXY

                  Section 1.1.  Voting Agreement. During the term of this
Agreement, each of LaCore and Woodburn hereby agrees to vote, and to cause each
L&W Affiliate to vote, all the Shares and any Additional Shares on all matters
presented to, or considered by, Company stockholders, as recommended by the
Company's Board of Directors, or such third party that is reasonably acceptable
to each the parties to this Agreement.

                  Section 1.2.  Irrevocable Proxy. Each of LaCore and Woodburn
hereby revokes any and all previous proxies granted with respect to his Shares
and/or Additional Shares. Each of LaCore and Woodburn hereby grants a proxy
appointing the Company's Board of Directors (or such third party that is
reasonably acceptable to each of the parties to this Agreement) as his or its
attorney-in-fact and proxy, with full power of substitution, for and in his or
its name, to vote his or its Shares and/or Additional Shares. Simultaneously
with the execution and delivery of this Agreement, each of LaCore and Woodburn
is delivering, and is causing each L&W Affiliate to deliver, to the Company a
proxy in the Form of Annex A hereto. The proxy granted by each of LaCore and
Woodburn pursuant to this Section 1.2 is irrevocable to the extent permitted by
<PAGE>

                                                                         Annex A
                                                                         -------

Delaware law, is coupled with an interest and is granted in consideration of the
Company's entering into this Agreement, the October 2006 Agreement and the other
Transaction Documents. The proxy granted by each of LaCore and Woodburn shall
terminate on the third (3rd) anniversary of the date hereof (the "Termination
Date").

                                   ARTICLE II

              REPRESENTATIONS AND WARRANTIES OF LACORE AND WOODBURN

         Each of LaCore and Woodburn severally represents and warrants to the
Company that:

                  Section 2.1.  Valid Title. He is the lawful record and
beneficial owner of his Shares, free and clear of any lien, charge, encumbrance
or claim of whatever nature (other than the pledge of such Shares pursuant to
that certain Non-Recourse Secured Promissory Note dated as of the date hereof
issued to the Company in the aggregate principal amount of $2,500,000). None of
the Shares is subject to any voting trust or other agreement or arrangement with
respect to the voting of such Shares.

                  Section 2.2.  Non-Contravention. The execution, delivery and
performance by each of LaCore and Woodburn of this Agreement and the
consummation of the transactions contemplated hereby (i) have been duly
authorized by all necessary action, and no other actions on his part are
necessary to authorize the Agreement or to consummate the transactions
contemplated hereby, and (ii) does not and will not (A) violate, contravene or
constitute a default under, (B) give rise to a right of termination,
cancellation or acceleration of any right or obligation of each of LaCore and
Woodburn under, any statute, rule or regulation applicable to each of LaCore and
Woodburn or injunction, order or decree binding on him or (C) result in the
imposition of any lien on any Shares or Additional Shares.

                  Section 2.3.  Binding Effect. This Agreement has been duly
executed and delivered by each of LaCore and Woodburn and is the valid and
binding agreement of each of LaCore and Woodburn, enforceable against each of
them in accordance with its terms, except: (i) as such enforceability may be
limited by bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights generally; and (ii) that the remedy of specific performance
and injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought. If this Agreement is being executed in a representative or
fiduciary capacity, the person signing this Agreement has full power and
authority to enter into and perform this Agreement.

                  Section 2.4.  Shares. As of the date hereof, (i) each of
LaCore and Woodburn is the legal and beneficial owner of the number of Shares
set forth opposite his or its name on Schedule A hereto, which Shares represent
the only shares of capital stock of the Company legally or beneficially owned by
each of them, and (ii) except as set forth on Schedule A, neither LaCore nor
Woodburn owns options or warrants to purchase or other rights to subscribe for
or otherwise acquire any securities of the Company.

                                       2
<PAGE>
                                                                         Annex A
                                                                         -------

                  Section 2.5.  Accuracy of Representations. The representations
and warranties contained in this Agreement are accurate in all respects as of
the date of this Agreement, will be accurate in all respects at all times
through the Termination Date.

                                  ARTICLE III

                        COVENANTS OF LACORE AND WOODBURN

         Each of LaCore and Woodburn hereby covenants and agrees that:

                  Section 3.1.  No Proxies for, or Encumbrances on Shares or
Additional Shares. Except as provided in this Agreement, each of LaCore and
Woodburn shall not, during the term of this Agreement, without the prior written
consent of the Company, directly or indirectly, (i) grant any proxies or enter
into any voting trust or other agreement or arrangement with respect to the
voting of any Shares or Additional Shares to any person other than the Company,
or (ii) take any other action that would in any way restrict, limit or interfere
with the performance of his obligations hereunder or the transactions
contemplated hereby.

                                   ARTICLE IV

                                  MISCELLANEOUS

                  Section 4.1.  Further Assurances. Each of LaCore and Woodburn
will, at the request of the Company, execute and deliver or cause to be executed
and delivered all further documents and instruments and use their respective
reasonable best efforts to secure such consents and take all such further action
reasonably necessary for the purpose of carrying out and furthering the intent
of this Agreement.

                  Section 4.2.  Specific Performance. The parties hereto agree
and each of LaCore and Woodburn expressly acknowledges that the Company may be
irreparably damaged if for any reason either LaCore and Woodburn fails to
perform any of its obligations under this Agreement, and that the Company would
not have any adequate remedy at law for money damages in such event.
Accordingly, each of LaCore and Woodburn agrees that in the case of the failure
of his to perform, the Company shall be entitled to specific performance and
injunctive and other equitable relief to enforce the performance of this
Agreement, and further agrees that any such specific performance and injunctive
and/or other equitable relief, in addition to remedies at law or damages, is the
appropriate remedy for any such failure to perform, and further agrees that each
of LaCore and Woodburn will not seek, and agrees to waive any requirement for,
the securing or posting of a bond in connection with the Company's seeking or
obtaining such equitable relief. This provision is without prejudice to any
other rights that the Company may have against each of LaCore and Woodburn for
any failure to perform its obligations under this Agreement.

                  Section 4.3.  Term of Agreement. The term of this Agreement
shall commence on the date hereof, and such term, this Agreement and the
proxy(ies) granted in and pursuant to Section 1.2 hereof shall terminate at the
close of business on the Termination Date. Upon such termination, no party shall

                                       3
<PAGE>
                                                                         Annex A
                                                                         -------

have any further obligations or liabilities hereunder; provided, that such
termination shall not relieve any party from liability for any breach of this
Agreement prior to such termination.

         IN WITNESS WHEREOF, the parties hereto have caused this Voting
Agreement to be duly executed as of the day and year first above written.


                                       NATURAL HEALTH TRENDS CORP.


                                       By: /s/ STEPHANIE S. HAYANO
                                           -------------------------------------
                                           Name:  Stephanie S. Hayano
                                           Title: President and Chief Executive
                                                  Officer
                                           Address:  2050 Diplomat Drive
                                                     Dallas, TX  75234


                                       /s/ TERRY L. LACORE
                                       -----------------------------------------
                                       Terry L. LaCore
                                       c/o Curran Tomko Tarski LLP
                                       1700 Pacific Avenue, Suite 4545
                                       Dallas, Texas 75201
                                       Attn:  Edwin J. Tomko


                                       /s/ MARK D. WOODBURN
                                       -----------------------------------------
                                       Mark D. Woodburn
                                       809 Dominion Drive
                                       Southlake, Texas 76092


                                       With copy to:
                                       Haynes and Boone, LLP
                                       901 Main Street, Suite 3100
                                       Dallas, Texas 75202
                                       Attn: Chris Kirkpatrick



                                       4
<PAGE>
                                                                         Annex A
                                                                         -------
                                                                      Schedule A
                                                                      ----------

                                                                  Number
                                                                 of Shares
                                                                    of
        Name                                                   Common Stock
        ----------------------------------------------      --------------------
        Terry L. LaCore                                     [540,533] + 244,998

        Mark D. Woodburn                                     540,533


<PAGE>
                                                                         Annex A
                                                                         -------

                                Irrevocable Proxy
                                -----------------

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, a registered
holder of shares of common stock, par value $.001 per share (the "Common
Stock"), of NATURAL HEALTH TRENDS CORP., a Delaware corporation (the "Company"),
hereby makes, constitutes and appoints the Board of Directors of the Company as
the true and lawful proxy, agent and attorney-in-fact of the undersigned, in the
name, place and stead of the undersigned, to attend any and all meetings of
stockholders of the Company, whether annual or special, and any adjournment or
adjournments thereof, and to vote all shares of Common Stock registered in the
name of the undersigned on any matters, proposals and questions that may be
lawfully presented and considered at any such meeting and at any adjournment or
adjournments thereof, and to execute and deliver any written consent of
stockholders in lieu of any such meeting in respect of any such matters,
proposals and questions, as fully and with the same number of votes in respect
of the above described shares of Common Stock, and with the same effect, as the
undersigned could do if personally present at any such meeting, or at any
adjournment or adjournments thereof, or if executing and delivering any such
written consent.

         The undersigned hereby ratifies all that said proxy, agent and
attorney-in-fact, or its substitute or substitutes, may or shall lawfully do in
voting at any such meeting, or at such written consent, in respect of all
matters, proposals and questions that may properly come before the stockholders
of the Company for considerations and action.

         This Proxy is irrevocable, is coupled with an interest in the above
described shares of Common Stock and shall survive the incapacity, dissolution
or bankruptcy of the undersigned; provided however, that his Proxy shall
automatically terminate and be revoked as of the close of business on the third
anniversary of the date hereof.

         Any proxy or proxies heretofore given by the undersigned with respect
to the above described shares of Common Stock are hereby revoked.

         IN WITNESS WHEREOF, the undersigned has executed this Proxy as of this
31st day of October, 2006.


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


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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>ex10_5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
                                                                    EXHIBIT 10.5


                                October 31, 2006

Mr. Mark D. Woodburn
809 Dominion Drive
Southlake, Texas  76092

         Re:  Consulting Terms
              ----------------

Dear Mark:

         We are pleased to set forth the terms and conditions of your engagement
with Natural Health Trends Corp. (the "Company"). We look forward to your
assistance towards the execution of our business plan.

         Consulting

         Subject to the terms of this Agreement, commencing on October 31, 2006
(the "Commencement Date"), you will be engaged as a consultant to the Company
for a one (1) year period (the "Consulting Term"). You will report directly to
the Company's Chief Executive Officer and will assist the Company with respect
to general administration, accounting, finance and strategic planning.

         Fees; Expenses

         During the Consulting Term, you will be paid a monthly fee of $17,000
per month and you will be responsible for payment of all taxes and social
security payments. You will also be reimbursed for bona fide business related
expenses incurred by you approved in advance in writing by the Company's Chief
Executive Officer. You will be paid on the 1st day of each month and payment
will be made to MDW Capital, Inc., 809 Dominion Drive, Southlake, Texas 76092.

         Termination; Payments

         You will be entitled to Subsequent Payments (as hereinafter defined)
only if the Company terminates your engagement without Cause (as hereinafter
defined). However, in order to receive any Subsequent Payments you must execute
and deliver to the Company a full general release of all claims against the
Company and its affiliates in form and substance satisfactory to the Company.
During the Severance Period (as hereinafter defined), if you elect to engage in
a Competitive Activity (as defined in that certain Restricted Activity and
Proprietary Rights Assignment Agreement dated as of the date hereof between the
Company and you (the "Restricted Activity Agreement")), you shall notify the
Company not less than five (5) business days prior to the commencement by you of
any Competitive Activity.
<PAGE>

         As used herein, the term (a) "Subsequent Payments" shall mean the
continuation of the payment of your monthly fee through the remainder of the
Consulting Term (the "Severance Period"), or until such earlier date on which
you (i) breach the terms and conditions of that certain agreement dated the date
hereof among the Company, Terry LaCore and you, or any of the other Transaction
Documents (as defined therein) (each, a "Severance Payment Termination Event),
or (ii) the date on which you engage in any Competitive Activity, other than
pursuant to a Permitted Consulting Arrangement (as defined in the Restricted
Activity Agreement); and (b) "Cause" shall include, without limitation, the
following (if such "Cause" is not cured within ten (10) days following written
notice thereof.): (i) failure or neglect by you to perform the duties described
herein or otherwise assigned to you by the Company's Chief Executive Officer;
(ii) your failure to obey orders given by the Company or your supervisors; (iii)
your misconduct in connection with the performance of any of your duties,
including, without limitation, misappropriation of funds or property of the
Company, securing or attempting to secure personally any profit in connection
with any transaction entered into on behalf of the Company, misrepresentation to
the Company, or any violation of law or regulations on Company premises or to
which the Company is subject; (iv) your commission of an act involving moral
turpitude, dishonesty, theft or unethical business conduct, or conduct which
impairs or injures the reputation of, or harms, the Company; (v) your
disloyalty, including without limitation, aiding a competitor or accepting
payment from Company suppliers, distributors, employees, or agents; (vi) your
failure to devote your best efforts to the Company's business and affairs; (vii)
except in connection with your providing consulting services pursuant to a
Permitted Consulting Arrangement, your failure to work primarily for the
Company; (viii) your failure to fully cooperate in any investigation by the
Company; (ix) your breach of this Agreement or Company rules; (x) any other act
of misconduct by you that could reasonably be expected to have a material
adverse effect on the Company, its business, prospects or reputation; (xi) your
abuse of alcohol or other drugs or controlled substances; or (xii) your
resignation.

         Restricted Activity and Confidentiality Agreement

         Simultaneously herewith, you will enter into the Restricted Activity
Agreement.

         Consulting

         For all purposes, you shall be deemed to be an independent contractor,
and not an employee, agent or partner of, or joint venturer with, the Company.
Accordingly, you shall not be entitled to any rights or benefits to which any
employee of the Company or any of its affiliates may be entitled. The Company
shall not withhold any amounts on account of any withholding or employment taxes
from any payments to you under this Agreement, and it shall be your sole
responsibility to report and pay all applicable income taxes on all such
payments. Further, you will not be entitled to bind the Company in any manner,
manage the business or affairs of the Company, or serve as the Company's agent
or representative. Either you or the Company may terminate the relationship at
any time upon written notice to the other party. You may not assign this
Agreement without the prior written consent of the Company.

                                       2
<PAGE>

         Please indicate your acceptance and agreement with the terms of this
letter by signing below in the space provided and by signing the Restricted
Activity and Proprietary Rights Assignment Agreement.


                                       Sincerely,


                                       NATURAL HEALTH TRENDS CORP.


                                       By: /s/ STEPHANIE S. HAYANO
                                           -------------------------------------
                                           Name:  Stephanie S. Hayano
                                           Title: Chief Executive Officer and
                                                  President


Agreed to and Accepted:


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

October 31, 2006

                                       3
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>ex10_6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>
                                                                    EXHIBIT 10.6

                           NATURAL HEALTH TRENDS CORP.

                   RESTRICTED ACTIVITY AND PROPRIETARY RIGHTS
                   ------------------------------------------
                              ASSIGNMENT AGREEMENT
                              --------------------


Consultant's Name:      Mark D. Woodburn  ("Woodburn")

Date:    October 31, 2006

         In consideration of Woodburn's engagement by Natural Health Trends
         Corp. (including their subsidiaries, successors and assigns, the
         "Company") and in consideration for and as a condition to the
         transactions contemplated by that certain Agreement dated as of the
         date hereof by and between the Company, Terry L. LaCore and Woodburn,
         Woodburn hereby agrees with the Company as follows:

         1.       Confidential Information. Woodburn may have received or may
receive and otherwise be exposed to confidential or competitively sensitive
information of the Company, or of a third party with which the Company has a
business relationship, relating to the Company's or such third party's current
or prospective business, research and development activities, products,
technology, strategy, organization and/or finances (collectively, "Confidential
Information"). Such Confidential Information, which may be disclosed orally or
in writing, shall include, without limitation, Technology (as defined in Section
2(a)), Work Product (as defined in Section 2(a)), plans, strategies,
negotiations, customer or prospect identities, market analyses, projections,
forecasts, cost and performance data, sales data, financial statements, price
lists, pre-release information regarding the Company's products, personnel lists
and data, and all documents and other materials (including any notes, drawings,
reports, manuals, notebooks, summaries, extracts or analyses), whether in
written or electronic form, that disclose or embody such Confidential
Information.

         Confidential Information shall not include information that is now, or
hereafter becomes, through no act or failure to act on Woodburn's part,
generally known to the public; information that was rightfully in Woodburn's
possession without confidentiality restriction prior to the Company's disclosure
to Woodburn; information that was rightfully obtained by Woodburn from a third
party who has the right, without obligation to the Company, to transfer or
disclose such information; or information which Woodburn is required to disclose
pursuant to judicial order, provided that in the latter case Woodburn shall
promptly notify the Company and take reasonable steps to assist the Company in
protecting the Company's rights prior to disclosure. At all times, both during
Woodburn's relationship with the Company and after the termination thereof,
Woodburn will keep all Confidential Information in strict confidence; will not
use Confidential Information except for the purpose of providing services to the
Company; and will not divulge, publish, disclose or communicate Confidential
Information, in whole or in part, to any third party. Woodburn further agrees
that Woodburn will not allow any unauthorized person access to Confidential
Information, either before or after the termination of this Agreement, and will
take all action reasonably necessary and satisfactory to the Company to protect
the confidentiality of Confidential Information. Woodburn agrees not to
reproduce or copy by any means Confidential Information, except as reasonably
required to accomplish the purposes of this Agreement, and further agrees not to
remove any proprietary rights legend from such Confidential Information or
copies thereof made in accordance with this Agreement. Upon termination of
<PAGE>

Woodburn's services for any reason, or upon demand by the Company at any time,
Woodburn's right to use Confidential Information shall immediately terminate,
and Woodburn shall return promptly to the Company, or destroy, at the Company's
option, all tangible and electronic materials that disclose or embody
Confidential Information.

         2.       Assignment of Work Product.
                  --------------------------

                  (a)      For purposes of this Agreement: "Technology" shall
                           mean all ideas, concepts, inventions, discoveries,
                           developments, creations, methods, techniques,
                           processes, machines, products, devices, compositions
                           of matter, improvements, modifications, designs,
                           systems, specifications, schematics, formulas, mask
                           works, works of authorship, software, algorithms,
                           data and know-how, whether or not patentable or
                           copyrightable, and all related notes, drawings,
                           reports, manuals, notebooks, summaries, memoranda and
                           other documentation; "Intellectual Property Rights"
                           shall mean all worldwide intellectual property rights
                           including, without limitation, all rights relating to
                           the protection of inventions, including patents,
                           patent applications and certificates of invention;
                           all rights associated with works of authorship,
                           including copyrights and moral rights; all rights
                           relating to the protection of trade secrets and
                           confidential information; all rights related to the
                           protection of trademarks, logos and service marks;
                           any rights analogous to those set forth herein, and
                           all other proprietary rights related to intangible
                           property; and "Work Product" shall mean any and all
                           Technology made, conceived, designed, created,
                           discovered, invented or reduced to practice by
                           Woodburn during the term of this Agreement that (i)
                           results from Woodburn's performance of services for
                           the Company, (ii) is related to the business of the
                           Company or (iii) is based upon the use of
                           Confidential Information.

                  (b)      Woodburn agrees to promptly disclose to the Company
                           in writing all Work Product upon the development,
                           conception or creation thereof by Woodburn, as well
                           as, at any time, upon the request of the Company.

                  (c)      Woodburn agrees that all Work Product shall be the
                           sole and exclusive property of the Company, and does
                           hereby irrevocably and unconditionally transfer and
                           assign to the Company, its successors and assigns,
                           all right, title and interest it may have or acquire
                           in or to any Work Product, including all Intellectual
                           Property Rights therein. Woodburn further agrees that
                           any and all works of authorship created, authored or
                           developed by Woodburn hereunder shall be deemed to be
                           "works made for hire" within the meaning of the
                           United States copyright law and, as such, all rights
                           therein including copyright shall belong solely and
                           exclusively to the Company from the time of their
                           creation. To the extent any such work of authorship
                           may not be deemed to be a work made for hire,
                           Woodburn agrees to, and does hereby, irrevocably and
                           unconditionally transfer and assign to the Company
                           all right, title, and interest including copyright in
                           and to such work.

                  (d)      Upon request by the Company, Woodburn agrees to
                           execute and deliver all such documents, certificates,
                           assignments and other writings, and take such other

                                       2
<PAGE>

                           actions, as may be necessary or desirable to vest in
                           the Company ownership in all Work Product as provided
                           in this Section 2, including, but not limited to, the
                           execution and delivery of all applications for
                           securing all United States and foreign patents,
                           copyrights and other intellectual property rights
                           relating to Work Product. The Company shall reimburse
                           Woodburn for any reasonable expenses incurred by
                           Woodburn at the Company's request to secure title or
                           legal protection on the Company's behalf for any such
                           Work Product. In the event that the Company is unable
                           to secure Woodburn's signature to any document, or if
                           Woodburn otherwise fails to take any action deemed
                           necessary by the Company to protect or maintain the
                           Company's ownership of Work Product and Intellectual
                           Property Rights therein, then the Company may, and
                           Woodburn hereby irrevocably designates and appoints
                           the Company and its duly authorized officers and
                           agents as Woodburn's agent and attorney-in-fact to
                           act on and in Woodburn's behalf and stead to, execute
                           and file any such applications and perform all other
                           lawfully permitted acts to perfect Woodburn's
                           assignment and transfer of ownership rights to the
                           Company with the same legal force and effect as if
                           executed, filed and performed by Woodburn.

                  (e)      For purposes of this Section 2(e), "Background
                           Technology" shall mean Technology owned by or
                           licensed to Woodburn as of the Effective Date of this
                           Agreement or developed or otherwise obtained by
                           Woodburn following the Effective Date hereof
                           independently of the performance of services
                           hereunder by Woodburn. The Company acquires no rights
                           in the Background Technology, except as specifically
                           provided in this Agreement and, as between the
                           parties, Woodburn retains all rights therein.
                           Woodburn hereby grants to Company a royalty-free,
                           worldwide, non-exclusive, perpetual, sublicensable
                           and irrevocable right and license to use, for all
                           purposes in Company's business, Background Technology
                           that has been disclosed by Woodburn to Company or
                           that is embodied within or related to the use,
                           operation or improvement of Work Product created by
                           Woodburn in connection with Woodburn's performance of
                           services for the Company.

         3.       Representation. Woodburn hereby represents to the Company that
the Work Product Woodburn creates under this Agreement will be original, and
that Woodburn's performance of services under this agreement and the Company's
use of Woodburn's Work Product will not breach any agreement Woodburn has with
any third party or the intellectual property rights or other rights of any third
party.

         4.       Return of Materials. All documents, records, apparatus,
equipment and other physical property, whether or not pertaining to Confidential
Information, which are furnished to Woodburn by the Company or are produced by
Woodburn in connection with Woodburn's services will be and remain the sole
property of the Company. Woodburn will return to the Company all such materials
and property as and when requested by the Company. In any event, Woodburn will
return all such materials and property immediately upon termination of
Woodburn's services for any reason. Woodburn will not retain any such material
or property or any copies thereof upon such termination.

         5.       Covenants. (a) Covenant not to Compete. Except for Permitted
Consulting Arrangements (as hereinafter defined), during the Consulting Period

                                       3
<PAGE>

(as hereinafter defined), Woodburn shall not, directly or indirectly, whether as
a sole practitioner, owner, partner, shareholder, investor, employee, employer,
or venturer, (i) own, manage, assist, advise, invest in or acquire any economic
stake or interest in any Person (as hereinafter defined) involved in a
Competitive Activity (as hereinafter defined), (ii) derive economic benefit from
or with respect to any Competitive Activity, or (iii) otherwise engage or
participate in any manner whatsoever in any Competitive Activity; provided,
however, this Section 4(a) shall not restrict Woodburn from owning less than 3%
of the publicly traded debt or equity securities issued by a corporation or
other entity. Woodburn shall be deemed to have derived economic benefit in
violation of this Section 5(a) if, among other things, any of his compensation
or income is in any way related to any Competitive Activity conducted by any
Person. Further, during the Consulting Period, Woodburn shall not directly or
indirectly advance, cooperate in or help or aid any Competitor (as hereinafter
defined) in the conduct of any Competitive Activity. As used herein: (A)
"Company Affiliates" means the Company and each of its current, former and
future subsidiaries and affiliates and their respective successors and assigns;
(B) "Competitive Activity" means any activity conducted in any country which
competes with any substantial aspect or part of any Company Affiliate business
whether as a proprietor, partner, shareholder, owner, member, employer,
employee, independent contractor, venturer or otherwise; (C) "Competitor" means
any Person which at any time during the Consulting Period engages in any
Competitive Activity; (D) "Consulting Notice" shall mean a written notice to the
Company describing all of the terms and conditions of a proposed Permitted
Consulting Arrangement, including without limitation: (i) the name of each
Person (including the names of the officers, directors, principal stockholders
and controlling persons thereof) seeking to engage Woodburn; (ii) the proposed
commencement and termination dates of such consulting arrangement; (iii) a
detailed description of the services to be provided by Woodburn, and (iv) a
description of all compensation and other benefits to be realized by Woodburn
directly or indirectly from such consulting engagement; (E) "Consulting Period"
means the period commencing on the date hereof and ending on the first
anniversary of the date hereof; (F) "Initial Period" means the period commencing
on the date hereof and ending one (1) year following the most recent date on
which the Company has paid Woodburn a monthly fee or a Subsequent Payment (as
defined in that certain consulting engagement letter dated the date hereof
between the Company and Woodburn (the "Engagement Letter")) pursuant to the
Engagement Letter, whichever is more recent; (G) "Permitted Consulting
Arrangements" shall mean any consulting or similar arrangement or agreement
between Woodburn and any Person, including a Competitor, so long as Woodburn
delivers to the Company not less than ten (10) business days prior to the
commencement of services to such Person a Consulting Notice; (H) "Person" shall
mean any natural person, corporation, association, partnership (general or
limited), joint venture, trust, estate, limited liability company, government or
any agency or political subdivision thereof, or any other legal entity or
organization.

(b)  Covenant not to Interfere. During the Initial Period, Woodburn shall not,
directly or indirectly, (i) recruit, solicit or otherwise assists, induce or
influence any Personnel (as hereinafter defined) of any Company Affiliate to
discontinue, reduce the extent of, discourage the development of or otherwise
harm such Personnel's relationship or commitment to such Company Affiliate, (ii)
solicit, induce or attempt to induce any Distributor or Potential Distributor to
terminate, diminish, or materially alter his or her relationship with a Company
Affiliate; or (iii) solicit, perform or attempt to perform any services for a
Distributor or Potential Distributor, except in accordance with this Agreement
or the Consulting Agreement. "Company Affiliates" means the Company and each of
its current and future subsidiaries and affiliates and their respective
successors and assigns. "Distributor or Potential Distributor" is any Person who
or which, at any time during the Initial Period, (i) directly or indirectly,
worked with any Company Affiliate as an independent distributor, or (ii)
considered working with any Company Affiliate as an independent distributor.

                                       4
<PAGE>

"Personnel" means any and all employees, contractors, agents, consultants or
other Persons rendering services to any Company Affiliates for compensation in
any form, whether employed by or independent of any Company Affiliates.

         6.       Acknowledgments. Woodburn acknowledges and agrees that the
restrictions set forth in this Agreement are intended to protect the Company's
interest in Confidential Information and its commercial relationships and
goodwill (with its Customers, Distributors, vendors, directors and consultants),
and are reasonable and appropriate for these purposes.

         7.       Disclosure of Agreement. Woodburn will disclose the existence
and terms of this Agreement to any prospective employer, partner, co-venturer,
investor or lender prior to entering into an employment, partnership or other
business relationship with such person or entity.

         8.       Third-Party Agreements and Rights. Woodburn hereby confirms
that Woodburn is not bound by the terms of any agreement with any previous
employer or other party which restricts in any way Woodburn's use or disclosure
of information or Woodburn's engagement in any business, prior to its acceptance
by the Company. Woodburn represents to the Company that Woodburn's execution of
this Agreement, Woodburn's engagement by the Company and the performance of
Woodburn's proposed duties for the Company will not violate any obligations
Woodburn may have to any such previous employer or other party. In Woodburn's
work for the Company, Woodburn will not disclose or make use of any information
in violation of any agreements with or rights of any such previous employer or
other party, and Woodburn will not bring to the premises of the Company any
copies or other tangible embodiments of non-public information belonging to or
obtained from any such previous employment or other party.

         9.       Injunction. Woodburn agrees that it would be difficult to
measure any damages caused to the Company which might result from any breach by
Woodburn of the promises set forth in this Agreement, and that in any event
money damages would be an inadequate remedy for any such breach. Accordingly,
Woodburn agrees that if Woodburn breaches, or proposes to breach, any portion of
this Agreement, the Company shall be entitled, in addition to all other remedies
that it may have, to an injunction or other appropriate equitable relief to
restrain any such breach without showing or proving any actual damage to the
Company.

         10.      Insolvency Notwithstanding the foregoing, this Agreement shall
terminate and be of no further force and effect if any of the following events
occur: (i) the Company admits in writing its inability to pay its debts
generally as they become due; (ii) the Company has a liquidator, receiver,
conservator or statutory successor of such party appointed by any court or
governmental authority having jurisdiction over it; (iii) the Company commences
a proceeding under any federal or state bankruptcy, insolvency, reorganization
or similar law, or has such a proceeding commenced against it and either has an
order of insolvency or reorganization entered against it or has the proceeding
remain undismissed and unstayed for ninety (90) days; (iv) the Company makes an
assignment for the benefit of creditors; or (v) the Company has a receiver or
trustee appointed for it or for the whole or any substantial part of its
property.

                            [Signature Page Follows]

                                       5
<PAGE>

       WOODBURN UNDERSTANDS THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS.
          WOODBURN HAS READ IT CAREFULLY AND IS SATISFIED THAT WOODBURN
                           UNDERSTANDS IT COMPLETELY.


NATURAL HEALTH TRENDS CORP.


By: /s/ STEPHANIE S. HAYANO                    /s/ MARK D. WOODBURN
    -------------------------------------      ---------------------------------
    Stephanie S. Hayano                        Mark D. Woodburn
    President and Chief Executive Officer

    Dated:  October 31, 2006                   Dated:  October 31, 2006


                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>8
<FILENAME>ex10_7.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>
                                                                    EXHIBIT 10.7

                           NATURAL HEALTH TRENDS CORP.

                   RESTRICTED ACTIVITY AND PROPRIETARY RIGHTS
                   ------------------------------------------
                              ASSIGNMENT AGREEMENT
                              --------------------

Consultant's Name:    Terry L. LaCore  ("LaCore")

Date:  October 31, 2006

         In consideration of LaCore's engagement by Natural Health Trends Corp.
         (including their subsidiaries, successors and assigns, the "Company")
         and in consideration for and as a condition to the transactions
         contemplated by that certain Agreement dated as of the date hereof by
         and between the Company, Mark D. Woodburn and LaCore, LaCore hereby
         agrees with the Company as follows:

        1.        Confidential Information. LaCore may have received or may
receive and otherwise be exposed to confidential or competitively sensitive
information of the Company, or of a third party with which the Company has a
business relationship, relating to the Company's or such third party's current
or prospective business, research and development activities, products,
technology, strategy, organization and/or finances (collectively, "Confidential
Information"). Such Confidential Information, which may be disclosed orally or
in writing, shall include, without limitation, Technology (as defined in Section
2(a)), Work Product (as defined in Section 2(a)), plans, strategies,
negotiations, customer or prospect identities, market analyses, projections,
forecasts, cost and performance data, sales data, financial statements, price
lists, pre-release information regarding the Company's products, personnel lists
and data, and all documents and other materials (including any notes, drawings,
reports, manuals, notebooks, summaries, extracts or analyses), whether in
written or electronic form, that disclose or embody such Confidential
Information.

         Confidential Information shall not include information that is now, or
hereafter becomes, through no act or failure to act on LaCore's part, generally
known to the public; information that was rightfully in LaCore's possession
without confidentiality restriction prior to the Company's disclosure to LaCore;
information that was rightfully obtained by LaCore from a third party who has
the right, without obligation to the Company, to transfer or disclose such
information; or information which LaCore is required to disclose pursuant to
judicial order, provided that in the latter case LaCore shall promptly notify
the Company and take reasonable steps to assist the Company in protecting the
Company's rights prior to disclosure. At all times, both during LaCore's
relationship with the Company and after the termination thereof, LaCore will
keep all Confidential Information in strict confidence; will not use
Confidential Information except for the purpose of providing services to the
Company; and will not divulge, publish, disclose or communicate Confidential
Information, in whole or in part, to any third party. LaCore further agrees that
LaCore will not allow any unauthorized person access to Confidential
Information, either before or after the termination of this Agreement, and will
take all action reasonably necessary and satisfactory to the Company to protect
the confidentiality of Confidential Information. LaCore agrees not to reproduce
or copy by any means Confidential Information, except as reasonably required to
accomplish the purposes of this Agreement, and further agrees not to remove any
proprietary rights legend from such Confidential Information or copies thereof
made in accordance with this Agreement. Upon termination of LaCore's services
for any reason, or upon demand by the Company at any time, LaCore's right to use
Confidential Information shall immediately terminate, and LaCore shall return
promptly to the Company, or destroy, at the Company's option, all tangible and
electronic materials that disclose or embody Confidential Information.
<PAGE>

        2.        Assignment of Work Product.
                  --------------------------

                  (a)      For purposes of this Agreement: "Technology" shall
                           mean all ideas, concepts, inventions, discoveries,
                           developments, creations, methods, techniques,
                           processes, machines, products, devices, compositions
                           of matter, improvements, modifications, designs,
                           systems, specifications, schematics, formulas, mask
                           works, works of authorship, software, algorithms,
                           data and know-how, whether or not patentable or
                           copyrightable, and all related notes, drawings,
                           reports, manuals, notebooks, summaries, memoranda and
                           other documentation; "Intellectual Property Rights"
                           shall mean all worldwide intellectual property rights
                           including, without limitation, all rights relating to
                           the protection of inventions, including patents,
                           patent applications and certificates of invention;
                           all rights associated with works of authorship,
                           including copyrights and moral rights; all rights
                           relating to the protection of trade secrets and
                           confidential information; all rights related to the
                           protection of trademarks, logos and service marks;
                           any rights analogous to those set forth herein, and
                           all other proprietary rights related to intangible
                           property; and "Work Product" shall mean any and all
                           Technology made, conceived, designed, created,
                           discovered, invented or reduced to practice by LaCore
                           during the term of this Agreement that (i) results
                           from LaCore's performance of services for the
                           Company, (ii) is related to the business of the
                           Company or (iii) is based upon the use of
                           Confidential Information.

                  (b)      LaCore agrees to promptly disclose to the Company in
                           writing all Work Product upon the development,
                           conception or creation thereof by LaCore, as well as,
                           at any time, upon the request of the Company.

                  (c)      LaCore agrees that all Work Product shall be the sole
                           and exclusive property of the Company, and does
                           hereby irrevocably and unconditionally transfer and
                           assign to the Company, its successors and assigns,
                           all right, title and interest it may have or acquire
                           in or to any Work Product, including all Intellectual
                           Property Rights therein. LaCore further agrees that
                           any and all works of authorship created, authored or
                           developed by LaCore hereunder shall be deemed to be
                           "works made for hire" within the meaning of the
                           United States copyright law and, as such, all rights
                           therein including copyright shall belong solely and
                           exclusively to the Company from the time of their
                           creation. To the extent any such work of authorship
                           may not be deemed to be a work made for hire, LaCore
                           agrees to, and does hereby, irrevocably and
                           unconditionally transfer and assign to the Company
                           all right, title, and interest including copyright in
                           and to such work.

                  (d)      Upon request by the Company, LaCore agrees to execute
                           and deliver all such documents, certificates,
                           assignments and other writings, and take such other
                           actions, as may be necessary or desirable to vest in
                           the Company ownership in all Work Product as provided
                           in this Section 2, including, but not limited to, the

                                       2
<PAGE>

                           execution and delivery of all applications for
                           securing all United States and foreign patents,
                           copyrights and other intellectual property rights
                           relating to Work Product. The Company shall reimburse
                           LaCore for any reasonable expenses incurred by LaCore
                           at the Company's request to secure title or legal
                           protection on the Company's behalf for any such Work
                           Product. In the event that the Company is unable to
                           secure LaCore's signature to any document, or if
                           LaCore otherwise fails to take any action deemed
                           necessary by the Company to protect or maintain the
                           Company's ownership of Work Product and Intellectual
                           Property Rights therein, then the Company may, and
                           LaCore hereby irrevocably designates and appoints the
                           Company and its duly authorized officers and agents
                           as LaCore's agent and attorney-in-fact to act on and
                           in LaCore's behalf and stead to, execute and file any
                           such applications and perform all other lawfully
                           permitted acts to perfect LaCore's assignment and
                           transfer of ownership rights to the Company with the
                           same legal force and effect as if executed, filed and
                           performed by LaCore.

                  (e)      For purposes of this Section 2(e), "Background
                           Technology" shall mean Technology owned by or
                           licensed to LaCore as of the Effective Date of this
                           Agreement or developed or otherwise obtained by
                           LaCore following the Effective Date hereof
                           independently of the performance of services
                           hereunder by LaCore. The Company acquires no rights
                           in the Background Technology, except as specifically
                           provided in this Agreement and, as between the
                           parties, LaCore retains all rights therein. LaCore
                           hereby grants to Company a royalty-free, worldwide,
                           non-exclusive, perpetual, sublicensable and
                           irrevocable right and license to use, for all
                           purposes in Company's business, Background Technology
                           that has been disclosed by LaCore to Company or that
                           is embodied within or related to the use, operation
                           or improvement of Work Product created by LaCore in
                           connection with LaCore's performance of services for
                           the Company.

         3.       Representation. LaCore hereby represents to the Company that
the Work Product LaCore creates under this Agreement will be original, and that
LaCore's performance of services under this agreement and the Company's use of
LaCore's Work Product will not breach any agreement LaCore has with any third
party or the intellectual property rights or other rights of any third party.

         4.       Return of Materials. All documents, records, apparatus,
equipment and other physical property, whether or not pertaining to Confidential
Information, which are furnished to LaCore by the Company or are produced by
LaCore in connection with LaCore's services will be and remain the sole property
of the Company. LaCore will return to the Company all such materials and
property as and when requested by the Company. In any event, LaCore will return
all such materials and property immediately upon termination of LaCore's
services for any reason. LaCore will not retain any such material or property or
any copies thereof upon such termination.

         5.       Covenant Not to Interfere. During the term of this Agreement,
LaCore shall not, directly or indirectly, (i) recruit, solicit or otherwise
assist, induce or influence any Personnel (as hereinafter defined) of any
Company Affiliate to discontinue, reduce the extent of, discourage the
development of or otherwise harm such Personnel's relationship or commitment to
such Company Affiliate, (ii) solicit, induce or attempt to induce any
Distributor or Potential Distributor to terminate, diminish, or materially alter

                                       3
<PAGE>

his or her relationship with a Company Affiliate; or (iii) solicit, perform or
attempt to perform any services for a Distributor or Potential Distributor,
except in accordance with this Agreement. "Company Affiliates" means the Company
and each of its current and future subsidiaries and affiliates and their
respective successors and assigns. "Distributor or Potential Distributor" is any
Person who or which, at any time during the Initial Period, (i) directly or
indirectly, worked with any Company Affiliate as an independent distributor, or
(ii) considered working with any Company Affiliate as an independent
distributor. "Personnel" means any and all employees, contractors, agents,
consultants or other Persons rendering services to any Company Affiliates for
compensation in any form, whether employed by or independent of any Company
Affiliates.

         6.       Acknowledgments. LaCore acknowledges and agrees that the
restrictions set forth in this Agreement are intended to protect the Company's
interest in Confidential Information and its commercial relationships and
goodwill (with its Customers, Distributors, vendors, directors and consultants),
and are reasonable and appropriate for these purposes.

         7.       Disclosure of Agreement. LaCore will disclose the existence
and terms of this Agreement to any prospective employer, partner, co-venturer,
investor or lender prior to entering into an employment, partnership or other
business relationship with such person or entity.

         8.       Third-Party Agreements and Rights. LaCore hereby confirms that
LaCore is not bound by the terms of any agreement with any previous employer or
other party which restricts in any way LaCore's use or disclosure of information
or LaCore's engagement in any business, prior to its acceptance by the Company.
LaCore represents to the Company that LaCore's execution of this Agreement,
LaCore's engagement by the Company and the performance of LaCore's proposed
duties for the Company will not violate any obligations LaCore may have to any
such previous employer or other party. In LaCore's work for the Company, LaCore
will not disclose or make use of any information in violation of any agreements
with or rights of any such previous employer or other party, and LaCore will not
bring to the premises of the Company any copies or other tangible embodiments of
non-public information belonging to or obtained from any such previous
employment or other party.

         9.       Injunction. LaCore agrees that it would be difficult to
measure any damages caused to the Company which might result from any breach by
LaCore of the promises set forth in this Agreement, and that in any event money
damages would be an inadequate remedy for any such breach. Accordingly, LaCore
agrees that if LaCore breaches, or proposes to breach, any portion of this
Agreement, the Company shall be entitled, in addition to all other remedies that
it may have, to an injunction or other appropriate equitable relief to restrain
any such breach without showing or proving any actual damage to the Company.

         10.      Insolvency. Notwithstanding the foregoing, this Agreement
shall terminate and be of no further force and effect if any of the following
events occur: (i) the Company admits in writing its inability to pay its debts
generally as they become due; (ii) the Company has a liquidator, receiver,
conservator or statutory successor of such party appointed by any court or
governmental authority having jurisdiction over it; (iii) the Company commences
a proceeding under any federal or state bankruptcy, insolvency, reorganization
or similar law, or has such a proceeding commenced against it and either has an
order of insolvency or reorganization entered against it or has the proceeding
remain undismissed and unstayed for ninety (90) days; (iv) the Company makes an
assignment for the benefit of creditors; or (v) the Company has a receiver or
trustee appointed for it or for the whole or any substantial part of its
property.

                                       4
<PAGE>

         11.      Termination. This Agreement shall automatically terminate and
shall be of no further force and effect on October 31, 2007.

LACORE UNDERSTANDS THAT THIS AGREEMENT AFFECTS IMPORTANT RIGHTS. LACORE HAS READ
IT CAREFULLY AND IS SATISFIED THAT LACORE UNDERSTANDS IT COMPLETELY.


NATURAL HEALTH TRENDS CORP.


By: /s/ STEPHANIE S. HAYANO                           /s/ TERRY L. LACORE
    ---------------------------------------------     --------------------------
    Name:   Stephanie S. Hayano                       Name:  Terry L. LaCore
    Title:  President and Chief Executive Officer     Dated:  October 31, 2006
    Dated:  October 31, 2006

                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>9
<FILENAME>ex10_8.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>
                                                                    EXHIBIT 10.8


                                 LIMITED RELEASE
                                 ---------------

TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN:

                  Natural Health Trends Corp. (the "Company") for and in
consideration of (i) Ten Dollars ($10.00) and other good and valuable
consideration in hand paid by each of Terry L. LaCore and Mark D. Woodburn (the
"Releasees"), the receipt and sufficiency which consideration is hereby
acknowledged, does for itself and its successors and assigns, hereby now and
forever, voluntarily, knowingly and willingly release and discharge the
Releasees, and each of his heirs, executors, administrators, successors and
assigns (collectively, the "Released Parties") from any and all charges,
complaints, claims, promises, agreements, controversies, causes of action and
demands related to the Specified Conduct (as hereinafter defined) which against
them the Company and its successors or assigns ever had, now have or hereafter
can, shall or may have by reason of any matter, cause or thing whatsoever
arising from the beginning of time to the time the Company executes this Release
other than as provided in the penultimate paragraph of this Release. The Company
shall not seek any action or proceeding that may be commenced on the Company's
behalf directly or indirectly relating to the Specified Conduct. "Specified
Conduct" means (i) directing, accepting, or permitting payments to or for the
benefit of a Releasee or Releasee's affiliate from position 1001 to 1014 located
in the NHT Global (formerly Lexxus International) distributor tree during the
period commencing on January 1, 2001 through the date of this Release; (ii) any
and all related party transactions relating or pertaining to Releasees and
previously disclosed in the Company's public filings as of the date hereof; or
(iii) any disclosures made or omitted to be made, if any, relating or pertaining
to any of the foregoing.

                  It is understood and agreed by the Company that the Releasees
would not have entered into that certain agreement among the Releasees and the
Company dated the date hereof and the exhibits thereto (the "October 2006
Agreement") unless the Company executed this Release and delivered same to the
Releasees, and nothing herein shall be deemed to constitute an admission of
wrongdoing by the Releasees or any of the Released Parties.

                  The Company has been advised to consult with an attorney of
the Company's choice prior to signing this Release. The Releasees understands
and agrees that the Company has the right and has been given the opportunity to
review this Release with an attorney of the Company's' choice should the Company
so desire. The Company also agrees that it has entered into this Release freely
and voluntarily.

                  Notwithstanding the foregoing provisions of this Release, this
Release shall not apply to, and the Company expressly reserves any claims
arising solely under the Transaction Documents (as defined in the October 2006
Agreement).

                                     F-2-1
<PAGE>

                  In the event that any one or more of the provisions of this
Release shall be held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remainder of the Release shall not in any way
be affected or impaired thereby. Moreover, if any one or more of the provisions
contained in this Release shall be held to be excessively broad as to duration,
activity or subject, such provisions shall be construed by limiting and reducing
them so as to be enforceable to the maximum extent allowed by applicable law.

Signed as of this 31st day of October, 2006.


                                   NATURAL HEALTH TRENDS CORP.


                                   By /s/ STEPHANIE S. HAYANO
                                      ------------------------------------------
                                   Name:   Stephanie S. Hayano
                                   Title:  President and Chief Executive Officer

                                     F-2-2
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>10
<FILENAME>ex10_9.txt
<DESCRIPTION>EXHIBIT 10.9
<TEXT>

                                                                    EXHIBIT 10.9

                                 GENERAL RELEASE
                                 ---------------

TO ALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN:

         Each of Terry LaCore and Mark D. Woodburn (the "Releasors") for and in
consideration of (i) Ten Dollars ($10.00) and other good and valuable
consideration in hand paid by NATURAL HEALTH TRENDS CORP. (the "Company"), the
receipt and sufficiency which consideration is hereby acknowledged, does for
himself and his heirs, executors, administrators, successors and assigns, hereby
now and forever, voluntarily, knowingly and willingly release and discharge the
Company, and each of its subsidiaries and affiliates, together with their
respective present and former stockholders, officers, directors, shareholders,
employees, representatives and agents, and each of their predecessors, heirs,
executors, administrators, successors and assigns (collectively, the "Released
Parties") from any and all charges, complaints, claims, promises, agreements,
controversies, causes of action and demands of any nature whatsoever, known or
unknown, suspected or unsuspected, which against them, jointly or severally,
Releasors or Releasors' heirs, executors, administrators, successors or assigns
ever had, now have or hereafter can, shall or may have by reason of any matter,
cause or thing whatsoever arising from the beginning of time to the time
Releasor executes this Release other than as provided in the penultimate
paragraph of this Release. The foregoing release includes, but is not limited
to, any rights or claims relating in any way to Releasor's business
relationships with any of the Released Parties, any federal, state or local law,
regulation, ordinance or common law, or under any policy, agreement,
understanding or promise, written or oral, formal or informal, between any
Released Parties and Releasors. Releasors shall not seek or be entitled to any
recovery, in any action or proceeding that may be commenced on Releasors' behalf
in any way arising out of or relating to the matters released under this
Release.

         It is understood and agreed by Releasors that the Company would not
have entered into that certain agreement among Releasors and the Company dated
the date hereof and the exhibits thereto (the "October 2006 Agreement") unless
Releasors executed this Release and delivered same to the Company, and nothing
herein shall be deemed to constitute an admission of wrongdoing by the Company
or any of the Released Parties, each of which denies having committed or in any
way being responsible for any wrongful conduct with respect to Releasors.

         Each of the Releasors has been advised to consult with an attorney of
Releasors' choice prior to signing this Release. Releasors understands and
agrees that each of the Releasors has the right and has been given the
opportunity to review this Release with an attorney of Releasors' choice should
Releasors so desire. Each of the Releasors also agrees that each of the
Releasors has entered into this Release freely and voluntarily.

         Notwithstanding the foregoing provisions of this Release, this Release
shall not apply to, and each of the Releasors expressly reserves any claims
arising solely under the Transaction Documents (as defined in the October 2006
Agreement).

                                     F-2-1
<PAGE>

         In the event that any one or more of the provisions of this Release
shall be held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remainder of the Release shall not in any way be
affected or impaired thereby. Moreover, if any one or more of the provisions
contained in this Release shall be held to be excessively broad as to duration,
activity or subject, such provisions shall be construed by limiting and reducing
them so as to be enforceable to the maximum extent allowed by applicable law.

Signed as of this 31st day of October, 2006.


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


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







                                     F-2-2
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
