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
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Annex A
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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
limi
