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<SEC-DOCUMENT>0001019056-06-001144.txt : 20061213
<SEC-HEADER>0001019056-06-001144.hdr.sgml : 20061213
<ACCEPTANCE-DATETIME>20061213162719
ACCESSION NUMBER:		0001019056-06-001144
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20061208
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:		20061213
DATE AS OF CHANGE:		20061213

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:		061274519

	BUSINESS ADDRESS:	
		STREET 1:		2050 DIPLOMAT DRIVE
		STREET 2:		--
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75234
		BUSINESS PHONE:		972-241-4080

	MAIL ADDRESS:	
		STREET 1:		2050 DIPLOMAT 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) December 8, 2006.
                                                 ----------------


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


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


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


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


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


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

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

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

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

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

Item 1.01   Entry into a Material Definitive Agreement
Item 1.02   Termination of a Material Definitive Agreement

In connection with the acquisition by Natural Health Trends Corp. (the
"Company") of MarketVision Communications Corporation ("MarketVision") in March
2004, the Company entered into an employment agreement with John Cavanaugh for a
term of three years. On December 8, 2006, the Company, MarketVision and Mr.
Cavanaugh entered into a new employment that replaces and supercedes the
previous agreement in its entirety. The new agreement has a three year term and
provides that Mr. Cavanaugh will continue to serve as President of MarketVision.
The employment agreement provides Mr. Cavanaugh with a retention bonus of
$89,200 along with an annual salary of $205,000 through December 21, 2006.
Commencing on January 1, 2007 and on each January 1st thereafter during the term
of the agreement, Mr. Cavanaugh's salary will increase by 3% if his performance
is satisfactory.

Mr. Cavanaugh will be entitled to severance in the event that his employment is
terminated by the Company without Cause (as defined in the Agreement) or in
connection with a Change of Control (as defined in the Agreement). He is also
entitled to severance in the event that he terminates his employment for Good
Reason (as defined in the Agreement). Mr. Cavanaugh shall receive as severance
the continuation of his base salary for up to two (2) years for a termination
without Cause or for Good Reason, and up to three (3) years for a termination in
connection with a Change of Control, but in either case only for so long as Mr.
Cavanaugh has not breached the Proprietary Rights Assignment Agreement described
below and has not engaged in a Competitive Activity (as defined in that
agreement).

In addition, the Company and Mr. Cavanaugh entered into a Non-Competition and
Proprietary Rights Assignment Agreement dated December 8, 2006 pursuant to which
Mr. Cavanaugh has agreed (i) to keep certain Company information confidential,
(ii) to assign the rights to certain work product to the Company, (iii) not to
compete with the Company during the term of his employment and for six (6)
months thereafter, and (iv) not to solicit Company customers or distributors
during the term of his employment and for twelve (12) months thereafter.

                                       2
<PAGE>

Item 9.01   Financial Statements and Exhibits

         (d)      Exhibits

         10.1     Employment Agreement dated December 8, 2006 among the Company,
                  MarketVison and John Cavanaugh.

         10.2     Non-Competition and Proprietary Rights Assignment Agreement
                  dated December 8, 2006 between the Company and John Cavanaugh.



                                   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: December 13, 2006
                                       By: /s/ STEPHANIE S. HAYANO
                                           -------------------------------------
                                           Name:  Stephanie S. Hayano
                                           Title: President and Chief Executive
                                                  Officer


- --------------------------------------------------------------------------------

                                       3
<PAGE>

                                  EXHIBIT INDEX

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

 10.1     Employment Agreement dated December 8, 2006 among the Company,
          MarketVison and John Cavanaugh.

 10.2     Non-Competition and Proprietary Rights Assignment Agreement dated
          December 8, 2006 between the Company and John Cavanaugh.




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

                              EMPLOYMENT AGREEMENT
                              --------------------

         THIS EMPLOYMENT AGREEMENT, dated as of December 8 , 2006 (this
"Agreement"), is by and between MARKETVISION COMMUNICATIONS CORPORATION, a
Delaware corporation (the "Company"), Natural Health Trends Corp., a Delaware
corporation ("Parent"), and JOHN CAVANAUGH, an individual residing in the State
of Minnesota (the "Executive").

                              W I T N E S S E T H :
                              - - - - - - - - - -

         WHEREAS, the Company desires to continue to secure the services of the
Executive upon the terms and conditions hereinafter set forth, and the Executive
desires to continue to render services to the Company upon the terms and
conditions hereinafter set forth; and

         WHEREAS, the Company is a wholly-owned subsidiary of Parent;

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

         Section 1.     Employment. The Company hereby employs Executive as the
President of the Company, and the Executive hereby accepts such employment,
subject to the terms and conditions set forth in this Agreement.

         Section 2.     Duties; Exclusive Services; Best Efforts.
                        ----------------------------------------

                  (a)   The Executive shall perform all duties incident to the
position of President of the Company, as well as any other duties as may from
time to time be assigned to him by the Board of Directors or the Chairman of the
Board of the Company or her designee, and agrees to abide by all bylaws,
policies, practices, procedures or rules of the Company and (to the extent
possible) Parent consistent with his position as President of the Company. The
Executive agrees to devote his best efforts, energies and skill to the discharge
of the duties and responsibilities attributable to his position, and to this
end, he will devote his full time and attention to the business and affairs of
the Company. The Executive also agrees that he shall not take personal advantage
of any business opportunities which arise during his employment and which may
benefit the Company, Parent or any other subsidiary of Parent (each, including
the Company and Parent, a "Group Member"). All material facts regarding such
opportunities must be promptly reported to the Chairman of the Board for
consideration by the Company. Notwithstanding the foregoing, the Executive may
expend his time and efforts in other activities so long as such endeavors do not
affect his ability to perform his duties under this Agreement and such endeavors
do not involve the Executive providing computer programming services. However,
if such programming services do not affect his ability to perform his duties
under this Agreement, the Executive may provide computer programming services to
other entities so long as the Board of Directors of the Company has given its
prior written consent, which consent may be withheld, conditioned or delayed in
its sole discretion. If requested by the Company, the Executive shall serve on
the Board of Directors or any committee thereof without additional compensation.

                                       1
<PAGE>

                  (b)   In performing his duties hereunder, the Executive shall
work at the offices of the Company located in Eden Prairie, Minnesota, or such
other location(s) as the Company and the Executive shall mutually agree.
However, the Executive shall also render services at such other place or places
within or without the United States as the Board of Directors or Chairman of the
Board may direct from time to time; provided that the Executive shall not be
required to render services away from the such location for more than thirty
business days in any given twelve-month period.

         Section 3.     Term of Employment; Vacation.
                        ----------------------------

                  (a)   Unless extended in writing by both the Company and the
Executive, the term of the Executive's employment shall be for a period of
thirty six (36) months commencing on the date hereof, subject to earlier
termination by the parties pursuant to Sections 5 and 6 hereof (the "Term").

                  (b)   The Executive shall be entitled to four (4) weeks
vacation during each year of the Term.

         Section 4.     Compensation of Executive.
                        -------------------------

                  4.1   Salary; Bonus. Until December 31, 2006, the Company
shall pay to Executive a base salary of $205,000 per annum (the "Base Salary"),
subject to such deductions as shall be required to be withheld by applicable law
and regulations. From and after January 1, 2007, the Base Salary shall increase
by 3% each fiscal year, if Employee's performance is satisfactory to the Company
and Parent. The Base Salary shall be paid at such regular weekly, biweekly or
semi-monthly time or times as the U.S. operating subsidiaries of Parent ("U.S.
Group Members") make payment of their regular payroll in the regular course of
business. Executive shall be entitled to participate in Parent's annual
incentive compensation program with goals specific to the Company.

                  4.2   Expenses. During the Term, the Company shall promptly
reimburse the Executive for all reasonable and necessary travel expenses and
other disbursements incurred by the Executive on behalf of the Company, in
performance of the Executive's duties hereunder, assuming Executive has received
prior approval for such travel expenses and disbursements by Parent to the
extent possible consistent with corporate practices with respect to the
reimbursement of expenses incurred by the senior executives of U.S. Group
Members.

                  4.3   Benefits. The Company shall establish at its sole cost
and expense, and the Executive shall be permitted during the Term to
participate, in a Minnesota based hospitalization and health care benefit
program on an individual or family coverage basis, at the Executive's election.
In addition, the Executive may participate in pension plans, bonus plans or
similar benefits ("Insurance Benefits") that may be available to other
executives of U.S. Group Members, subject to such eligibility rules as are

                                       2
<PAGE>

applied to senior managers generally. The Company shall use its best efforts to
obtain disability coverage for its employees so long as the cost of such
coverage is not unreasonably expensive.

                  4.4   Retention Bonus. Upon execution of this Agreement, the
Company shall pay Employee a retention bonus of $89,200.

         Section 5.     Disability of the Executive. If the Executive is
incapacitated or disabled by accident, sickness or otherwise so as to render the
Executive mentally or physically incapable of performing the services required
to be performed under this Agreement for a period of 90 consecutive days or 120
days in any period of 360 consecutive days (a "Disability"), the Company may, at
the time or during the period of such Disability, at its option, terminate the
employment of the Executive under this Agreement immediately upon giving the
Executive written notice to that effect.

         Section 6.     Termination.
                        -----------

                  (a)   The Company may terminate the employment of the
Executive and all of the Company's obligations under this Agreement at any time
for Cause (as hereinafter defined) by giving the Executive notice of such
termination, with reasonable specificity of the details thereof. For purposes of
this Agreement, "Cause" shall mean and include any:

                        (i)     failure or neglect by the Executive to perform
the material duties of the Executive's position which failure or neglect shall
have a material adverse effect on the Company or any Group Member;

                        (ii)    failure of the Executive to obey the lawful
orders given by the Board of Directors or Chairman of the Board of the Company,
or by the Board of Directors or any authorized officer of Parent, in each case
commensurate with his title and responsibilities which failure or neglect shall
have a material adverse effect on the Company, Parent or any other Group Member;

                        (iii)   willful misconduct by the Executive in
connection with the performance of any of his duties, including, without
limitation, misappropriation of funds or property of any Group Member, securing
or attempting to secure personally any profit in connection with any transaction
entered into on behalf of the Company or other Group Member, misrepresentation
to the Company or other Group Member, or any violation of law or regulations on
any Group Member premises or to which any Group Member is subject;

                        (iv)    commission by the Executive of an act involving
moral turpitude, dishonesty, theft or unethical business conduct, or conduct
that is demonstrably and materially injurious to the Company or other Group
Member, whether monetarily or otherwise;

                        (v)     failure by the Executive to devote his full time
and best efforts to the Company's business and affairs;

                                       3
<PAGE>

                        (vi)    failure to fully cooperate in any investigation
by the Company or any other Group Member;

                        (vii)   any material breach of this Agreement or rules,
policies or codes of conduct of the Company or Parent;

                        (viii)  Executive's abuse of alcohol or other drugs or
controlled substances; or

                        (ix)    death of or resignation by the Executive
hereunder; provided however, that if the Executive resigns as a result of a
material breach by the Company of this Agreement, or in accordance with Section
6(c), such resignation shall not be considered "Cause" hereunder.

         A termination pursuant to this Section 6(a) shall take effect 10 days
after the giving of written notice to the Executive unless the Executive shall,
during such 10-day period, remedy to the reasonable satisfaction of the Board of
Directors of the Company the misconduct, disregard, abuse or breach specified in
such notice; provided, however, that such termination shall take effect
immediately upon the giving of such notice if the Board of Directors of the
Company or Parent shall, in its reasonable discretion, have determined that such
misconduct, disregard, abuse or breach is not remediable (which determination
shall be stated in such notice).

                  (b)   The Company may terminate the employment of the
Executive and all of the Company's obligations under this Agreement (except as
hereinafter provided) at any time during the Term without Cause by giving the
Executive written notice of such termination, to be effective fifteen days
following the giving of such written notice.

                  (c)   The Executive may terminate his employment hereunder
(and the Term) for "Good Reason" after the occurrence, without the written
consent of the Executive, of an event constituting a material breach of this
Agreement by the Company that has not been fully cured within ten (10) days
after written notice thereof has been given by the Executive to the Company;
provided that, without limiting the generality of the foregoing, any one of the
following events shall be deemed a material breach of this Agreement:

                        (i)     A reduction by the Company in the Executive's
Base Salary as in effect on the commencement date of this Agreement or as the
same may be increased from time to time; or

                        (ii)    The relocation of the Executive's principal
place of employment to a location more than twenty (20) miles from the
Executive's principal place of employment described in Section 2(b) hereof,
except for travel on the Company's business to an extent necessary and
reasonable in light of the Company's business needs and objectives, not to
exceed thirty business days in any given twelve-month period.

                                        4
<PAGE>

                  For convenience of reference, the date upon which any
termination of the employment of the Executive pursuant to Sections 5 or 6 shall
be effective shall be hereinafter referred to as the "Termination Date".

         Section 7.     Severance Rights.
                        ----------------

                  (a)   Executive will be entitled to Severance Payments (as
defined below) if any of the following events occur:

                        (i)     Executive's employment is terminated by the
Company without Cause (as defined above) or by Executive with Good Reason (as
defined above) during the period commencing on the date that is thirty (30) days
prior to a Change of Control (as defined below) through and including the date
that is 18 months following such Change of Control (a "Change of Control
Termination");

                        (ii)    Executive provides the Company with written
notice of his resignation for Good Reason and the Company has not cured such
event within 10 days following its receipt of such written notice; or

                        (iii)   Executive's employment is terminated by the
Company without Cause (other than in connection with a Change of Control as
contemplated in (i) above).

                  (b)   Notwithstanding the foregoing, in order to receive any
Severance Payments, Executive must execute and deliver to the Company a full
general release of all claims against the Company and all Group Members in form
and substance satisfactory to the Board of Directors of the Company.

                  (c)   As used herein, the term:

                        (i)     "Severance Payments" shall mean the continuation
of the payment of Executive's base salary then in effect (plus health and
medical insurance coverage as previously provided to Executive) for a period of
up to two (2) years following the termination date, or until such earlier date
on which Executive becomes engaged in any Competitive Activity (as defined in
the Non-Competition Agreement required by Section 8 below) or otherwise breach
the terms and conditions of the Non-Competition Agreement (each, a "Severance
Payment Termination Event); provided however, that with respect to a Change of
Control Termination, Executive shall be entitled to receive Severance Payments
for a period of up to three (3) years only, subject to earlier discontinuation
following a Severance Payment Termination Event; and

                        (ii)    "Change of Control" shall mean: (i) when any
"person" as defined in Section 3(a)(9) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), and as used in Section 13(d) and 14(d)
thereof, including a "group" as defined in Section 13(d) of the Exchange Act,
but excluding Parent or any other Group Member or any employee benefit plan
sponsored or maintained by Parent or any other Group Member (including any
trustee of such plan acting as trustee), becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act) of securities of Parent

                                        5
<PAGE>

representing more than 50% of the combined voting power of Parent's then
outstanding securities; or (ii) when, during any period of twenty-four (24)
consecutive months, the individuals who, at the beginning of such period,
constitute the Board of Directors of Parent (the "Incumbent Directors") cease
for any reason other than death to constitute at least a majority thereof,
provided, however, that a director who was not a director at the beginning of
such 24-month period shall be deemed to have satisfied such 24-month requirement
(and be an Incumbent Director) if such director was elected by, or on the
recommendation of or with the approval of, at least two-thirds of the directors
who then qualified as Incumbent Directors either actually (because they were
directors at the beginning of such 24-month period) or through the operation of
this provision; or (iii) the occurrence of a transaction requiring stockholder
approval under applicable state law for the acquisition of Parent by an entity
other than Parent or a subsidiary or an affiliated company of Parent through the
purchase of assets, or by merger, or otherwise; provided however, that none of
the foregoing shall constitute a Change of Control if such transaction, event or
occurrence shall be approved by, or consented to, by Executive.

         Section 8.     Non-Competition and Confidentiality Agreement. Parent
and the Company agree to provide Executive with confidential and proprietary
information of Parent and its subsidiaries, including the Company, so that
Executive may perform his duties hereunder. Executive agrees to enter into a
Non-Competition and Proprietary Rights Assignment Agreement, a form of which is
attached hereto as Exhibit A (the "Non-Competition Agreement"), pursuant to
which Executive will agree to keep in confidence the Company's confidential
information, not compete with the Company, and not solicit employees or
independent distributors of Parent or any of its subsidiaries.

         Section 9.     Miscellaneous.
                        -------------

                  9.1   Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF TEXAS AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID STATE APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED WITHIN SAID STATE.

                  9.2   Entire Agreement. This Agreement (together with the
exhibits attached hereto, which hereby are incorporated by reference) contains
the entire agreement of the parties hereto relating to the employment of
Executive by Employer and the other matters discussed herein and supersedes all
prior agreements and understandings with respect to such subject matter, and the
parties hereto have made no agreements, representations or warranties relating
to the subject matter of this Agreement which are not set forth herein.

                  9.3   Withholding Taxes. Employer may withhold from any
compensation or other benefits payable under this Agreement all federal, state,
city or other taxes as shall be required pursuant to any law or governmental
regulation or ruling.

                                       6
<PAGE>

                  9.4   Arbitration. All disputes between Parties in connection
with arising out of the existence, validity, construction, performance and
termination of this Agreement shall be finally settled by arbitration. The
arbitration shall be held in Dallas, Texas in accordance with the Rules of the
American Arbitration Association by one or more arbitrators appointed in
accordance with the said Rules and the award of such arbitrators shall be final
and binding upon the Parties. The non-prevailing party shall pay for all
reasonable costs and expenses incurred in connection with such dispute,
including filing and arbitrator fees as well as the reasonable costs and
expenses of opposing legal counsel.

                  9.5   Supplements and Amendments. This Agreement may be
supplemented or amended only upon the written consent of each of the parties
hereto.

                  9.6   Assignment. Except as expressly provided below, this
Agreement shall not be assignable, in whole or in part, by either party without
the prior written consent of the other party. The Company may, without the prior
written consent of the Executive, assign its rights and obligations under this
Agreement to any other Group Member into which the Company may merge or
consolidate, or to which the Company may sell or transfer assets; provided,
however, that such assignment may be made without Executive's prior written
consent only if (i) such assignment has a valid business purpose and is not for
the purpose of avoiding the Company's obligations hereunder or Executive's
realization of the benefits of this Agreement and (b) the assignee expressly
assumes in writing all obligations and liabilities to Executive hereunder. The
Company will cause any purchaser of all or substantially all of its assets, by
agreement in form and substance reasonably satisfactory to Executive, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
purchase had taken place. This Agreement shall be binding upon and inure to the
benefit of Employer and their respective successors and permitted assigns. This
Agreement and all rights of Executive hereunder shall inure to the benefit of
and be enforceable by Executive's heirs, personal or legal representatives and
beneficiaries.

                  9.7   No Waiver. No term or condition of this Agreement shall
be deemed to have been waived, nor shall there be any estoppel to enforce any
provisions of this Agreement, except by a statement in writing signed by the
party against whom enforcement of the waiver or estoppel is sought. Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than that specifically waived.

                  9.8   Severability. The provisions of this Agreement are
severable, and if any one or more provisions may be determined to be judicially
unenforceable and/or invalid by a court of competent jurisdiction, in whole or
in part, the remaining provisions shall nevertheless be binding, enforceable and
in full force and effect.

                  9.9   Titles and Headings. The titles and headings of the
various Sections of this Agreement are intended solely for convenience of
reference and not intended for any purpose whatsoever to explain, modify or
place any construction upon any of the provisions hereof.

                                       7
<PAGE>

                  9.10  Injunctive Relief. The Executive agrees that it would be
difficult to compensate the Company fully for damages for any violation of the
provisions of Sections 6 and 8 hereof. Accordingly, the Executive specifically
agrees that the Company shall be entitled to temporary and permanent injunctive
relief to enforce such provisions of this Agreement. This provision with respect
to injunctive relief shall not, however, diminish the right of the Company to
claim and recover damages in addition to injunctive relief.

                  9.11  Notices. For the purpose of this Agreement, notices and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when hand delivered (which shall include
personal delivery and delivery by courier, messenger or overnight delivery
service) or mailed by certified mail, return receipt requested, postage prepaid,
addressed as follows: (i) if to Executive: At his home address in accordance
with the Company's records, and (ii) if to the Company, c/o Natural Health
Trends Corp., 2050 Diplomat Drive, Dallas, Texas 75234, Attention: Stephanie
Hayano, or (in each case) to such other address of which either party gives
notice to the other party in accordance herewith, except that notices of change
of address shall be effective only upon receipt.

                  9.12  Counterparts. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

                  9.13  Post Employment Obligations. The Executive agrees that
both during and after his employment he shall, at the request of the Company,
render all assistance and perform all lawful acts that the Company considers
necessary or advisable in connection with any litigation involving the Company
or any director, officer, employee, shareholder, agent, representative,
consultant, client or vendor of the Company or other Group Member. Reasonable
expenses incurred by the Executive in rendering such assistance shall be
promptly reimbursed by the Company.


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


                                       The Company:

                                       MARKETVISION COMMUNICATIONS
                                       CORPORATION

                                       By: /s/ JOHN CAVANAUGH
                                           -------------------------------------
                                           Name:  John Cavanaugh
                                           Title: President


                                       8
<PAGE>

                                       Parent:

                                       NATURAL HEALTH TRENDS CORP.
                                       ---------------------------

                                       By: /s/ STEPHANIE S. HAYANO
                                           -------------------------------------
                                           Name:  Stephanie S. Hayano
                                           Title: President and CEO


                                       The Executive:

                                       /s/ JOHN CAVANAUGH
                                       -----------------------------------------
                                       JOHN CAVANAUGH



                                       9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex10_2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
                                                                    EXHIBIT 10.2

                           NATURAL HEALTH TRENDS CORP.

                     NON-COMPETITION AND PROPRIETARY RIGHTS
                     --------------------------------------
                              ASSIGNMENT AGREEMENT
                              --------------------

Employee's Name:  John Cavanaugh  ("Employee")

Date:  December 8, 2006

         In consideration of Employee's continued employment by or other similar
         relationship with MarketVision Communications Corp. ("MarketVision"), a
         wholly-owned subsidiary of Natural Health Trends Corp. (together with
         MarketVision and all of its other subsidiaries, successors and assigns,
         the "Company") and in consideration for and as a condition to the
         transactions contemplated by that certain Employment Agreement dated as
         of the date hereof by and between MarketVision and Employee (the
         "Employment Agreement"), Employee hereby agrees with the Company as
         follows:

         1.       Confidential Information. During the term of this Agreement
and in the course of Employee's performance of services for the Company,
Employee 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 Employee's part,
generally known to the public; information that was rightfully in Employee's
possession without confidentiality restriction prior to the Company's disclosure
to Employee; information that was rightfully obtained by Employee from a third
party who has the right, without obligation to the Company, to transfer or
disclose such information; or information which Employee is required to disclose
pursuant to judicial order, provided that in the latter case Employee 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
Employee's relationship with the Company and after the termination thereof,
Employee 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. Employee further agrees
that Employee 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. Employee agrees not to
reproduce or copy by any means Confidential Information, except as reasonably
required to accomplish the purposes of the Employment Agreement, and further
agrees not to remove any proprietary rights legend from such Confidential

<PAGE>

Information or copies thereof made in accordance with this Agreement. Employee
will not erase, discard or destroy any tangible or electronic materials that
disclose or embody Confidential Information without specific instructions from
the Company to do so.

         Upon termination of Employee's services for any reason, or upon demand
by the Company at any time, Employee's right to use Confidential Information
shall immediately terminate, and Employee 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
                           Employee during the term of this Agreement that (i)
                           results from Employee'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)      Employee agrees to promptly disclose to the Company
                           in writing all Work Product upon the development,
                           conception or creation thereof by Employee, as well
                           as, at any time, upon the request of the Company.

                  (c)      Employee 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 Employee may have or
                           acquire in or to any Work Product, including all
                           Intellectual Property Rights therein. Employee
                           further agrees that any and all works of authorship
                           created, authored or developed by Employee 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, Employee 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.

                                       2
<PAGE>

                  (d)      Upon request by the Company, Employee 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
                           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
                           Employee for any reasonable expenses incurred by
                           Employee 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 Employee's signature to any document, or if
                           Employee 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
                           Employee hereby irrevocably designates and appoints
                           the Company and its duly authorized officers and
                           agents as Employee's agent and attorney-in-fact to
                           act on and in Employee's behalf and stead to, execute
                           and file any such applications and perform all other
                           lawfully permitted acts to perfect Employee's
                           assignment and transfer of ownership rights to the
                           Company with the same legal force and effect as if
                           executed, filed and performed by Employee.

                  (e)      For purposes of this Section 2(e), "Background
                           Technology" shall mean Technology owned by or
                           licensed to Employee as of the date that Employee was
                           first employed by the Company or developed or
                           otherwise obtained by Employee following the that
                           Employee was first employed by the Company
                           independently of the performance of services
                           hereunder by Employee. The Company acquires no rights
                           in the Background Technology, except as specifically
                           provided in this Agreement and, as between the
                           parties, Employee retains all rights therein.
                           Employee 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 Employee to Company or
                           that is embodied within or related to the use,
                           operation or improvement of Work Product created by
                           Employee in connection with Employee's performance of
                           services for the Company.

         3.       Representation. Employee hereby represents to the Company that
the Work Product Employee creates under the Employment Agreement will be
original, and that Employee's performance of services under the Employment
Agreement and the Company's use of Employee's Work Product will not breach any
agreement Employee 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 Employee by the Company or are produced by
Employee in connection with Employee's services will be and remain the sole
property of the Company. Employee will return to the Company all such materials
and property as and when requested by the Company. In any event, Employee will
return all such materials and property immediately upon termination of

                                       3
<PAGE>

Employee's services for any reason. Employee will not retain any such material
or property or any copies thereof upon such termination.

         5.       Competitive Activities. From the date hereof until the six (6)
month anniversary of the later of the date on which Employee no longer is
employed by the Company, serves as a consultant to the Company or serves as a
member of the Board of Directors of the Company (the "Non-Compete Restricted
Period"), Employee will not, directly or indirectly, whether as owner, partner,
shareholder, director, agent, employee, co-venturer or otherwise, without the
written consent of the Company, engage, participate, invest in, or provide
computer programming or other services to, any business activity with respect to
any multi-level marketing that indirectly or directly competes with the Company
in recruiting for independent distributors (collectively, the "Competitive
Activities"). The prohibition set forth in this Section 5 shall not restrict
Employee from owning or holding up to two percent (2%) of the shares of stock of
any company registered or sold on any recognized stock exchange or sold in the
over-the-counter market. Employee understands and agrees that the restrictions
set forth in this Section 5 are intended to protect the Company's reasonable
competitive business interests, its interest in its Confidential Information and
established and prospective customer relationships and goodwill, and agree that
such restrictions are reasonable and appropriate for this purpose.

         6.       Nonsolicitation of Customers and Distributors. During the
Non-Compete Restricted Period plus six (6) months (the "Nonsolicitation
Period"), Employee will not, in any capacity, directly or indirectly:

                  (a)      solicit business or patronage of any customer or
                           prospective customer (collectively, "Customer"), or
                           distributor or prospective distributor (collectively,
                           "Distributor") of the Company in connection with any
                           Competitive Activity;

                  (b)      divert, entice, or otherwise take away from the
                           Company the business or patronage of any Customer or
                           Distributor, or attempt to do so;

                  (c)      solicit, induce or assist any Customer, Distributor
                           or supplier to terminate or reduce its relationship
                           with the Company;

                  (d)      assist with the provision of any services to a
                           Customer or Distributor (except in Employee's
                           capacity as an employee of the Company); or

                  (e)      refer a Customer, Distributor or supplier to another
                           person engaged (or to be engaged) in Competitive
                           Activities.

         7.       Nonsolicitation of Employees. During the Nonsolicitation
Period, Employee will not:

                  (a)      hire or employ, directly or indirectly through any
                           enterprise with which Employee is associated, any
                           current employee of the Company or any individual who
                           had been employed by the Company within one (1) year
                           preceding Employee's termination (other than persons
                           whose employment by the Company was terminated by or
                           at the request of the Company); or

                                       4
<PAGE>

                  (b)      recruit, solicit or induce (or in any way assist
                           another person or enterprise in recruiting,
                           soliciting or inducing) any employee or director of
                           the Company to terminate his or her employment or
                           other relationship with the Company.

         8.       Acknowledgments. Employee 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 employees),
and are reasonable and appropriate for these purposes.

         9.       Disclosure of Agreement. Employee 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.

         10.      Third-Party Agreements and Rights. Employee hereby confirms
that Employee is not bound by the terms of any agreement with any previous
employer or other party which restricts in any way Employee's use or disclosure
of information or Employee's engagement in any business, except as may be
disclosed in Schedule A attached to this Agreement prior to its acceptance by
the Company. Employee has delivered to the Company true and complete copies of
any agreements listed on Schedule A. Employee represents to the Company that
Employee's execution of this Agreement, Employee's employment with the Company
and the performance of Employee's proposed duties for the Company will not
violate any obligations Employee may have to any such previous employer or other
party. In Employee's work for the Company, Employee 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 Employee 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.

         11.      Injunction. Employee agrees that it would be difficult to
measure any damages caused to the Company which might result from any breach by
Employee 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,
Employee agrees that if Employee 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.

         12.      Binding Effect. This Agreement will be binding upon Employee
and Employee's heirs, executors, administrators and legal representatives and
will inure to the benefit of the Company, any subsidiary of the Company, and its
and their respective successors and assigns.

         13.      Enforceability. If any portion or provision of this Agreement
is to any extent declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder of this Agreement, or the application of such
portion or provision in circumstances other than those as to which it is so
declared illegal or unenforceable, will not be affected thereby, and each
portion and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law. In the event that any provision of this
Agreement is determined by any court of competent jurisdiction to be
unenforceable by reason of excessive scope as to geographic, temporal or
functional coverage, such provision will be deemed to extend only over the
maximum geographic, temporal and functional scope as to which it may be
enforceable.

                                       5
<PAGE>

         14.      Entire Agreement. This Agreement constitutes the entire
agreement between the Company and Employee with respect to the subject matter
hereof, and supersedes all prior representations and agreements with respect to
such subject matter. This Agreement may not be amended, modified or waived
except by a written instrument duly executed by the person against whom
enforcement of such amendment, modification or waiver is sought. The failure of
any party to require the performance of any term or obligation of this
Agreement, or the waiver by any party of any breach of this Agreement, in any
particular case will not prevent any subsequent enforcement of such term or
obligation or to be deemed a waiver of any separate or subsequent breach.

         15.      Notices. Any notices, requests, demands and other
communications provided for by this Agreement will be sufficient if in writing
and delivered in person or sent by registered or certified mail, postage
prepaid, to Employee at the last address which Employee has filed in writing
with the Company or, in the case of any notice to the Company, at its main
offices, to the attention of the undersigned officer.

         16.      Governing Law. The validity, interpretation, performance and
enforcement of this agreement shall be governed by the laws of the State of
Texas, without applying the conflict of laws provisions thereof.

         17.      Arbitration. All disputes between Parties in connection with
or arising out of the existence, validity, construction, performance and
termination of this Agreement shall be finally settled by arbitration. The
arbitration shall be held in the Dallas, Texas in accordance with the Rules of
the American Arbitration Association by one or more arbitrators appointed in
accordance with the said Rules and the award of such arbitrators shall be final
and binding upon the Parties. The non-prevailing party shall pay for all
reasonable costs and expenses incurred in connection with such dispute,
including filing and arbitrator fees as well as the reasonable costs and
expenses of opposing legal counsel.

         18.      Escrow. If Employee is terminated for cause and, within 30
days of such termination, initiates an arbitration proceeding disputing that the
termination was for cause, then the Company will either (a) on each regular pay
day of the Company occurring following the expiration of 10 days after such
arbitration is commenced, pay into an escrow account an amount equal to the
Severance Payment (net of payroll taxes) that would be due to Employee under the
Employment Agreement if the termination was without cause until six months of
such Severance Payments have been made, or (b) release Employee from any
remaining obligations under Section 5, 6 or 7 of this Agreement. If the Company
fails to make any such escrow payment, then the Company will be deemed to have
released Employee from any further obligation under Section 5, 6 or 7 of this
Agreement.

         19.      Prior Material Breach. Notwithstanding anything to the
contrary in this Agreement, the failure of the Company to make any payment to
Employee that is required under the Employment Agreement or this Agreement
shall, if such failure is not excused (as provided below) and continues for five
business days after written notice to the Company of such failure, excuse
Employee from complying with Sections 5, 6 and 7 of this Agreement. The failure
of the Company to pay Employee under the Employment Agreement shall be excused
by Employee's prior material breach of this Agreement or the Employment
Agreement.

                                       6
<PAGE>

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


NATURAL HEALTH TRENDS CORP.                 EMPLOYEE


By: /s/ STEPHANIE S. HAYANO                 By: /s/ JOHN CAVANAUGH
    ---------------------------------           --------------------------------
    Name:  Stephanie S. Hayano                  Name:  John Cavanaugh
    Title: President and CEO

Dated:     December 8, 2006                 Dated:     December 8, 2006
       ------------------------------              -----------------------------


                                       7
<PAGE>
                                   Schedule A
                                   ----------



                                     [None]
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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