RESTRICTED ACTIVITY AND PROPRIETARY RIGHTS ASSIGNMENT AGREEMENT

                                                                    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
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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
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                           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 t