EXHIBIT 10.6
 
 DEED OF TRUST, ASSIGNMENT OF LEASES,
 RENTS AND CONTRACTS, SECURITY AGREEMENT
 AND
 FIXTURE FILING
 BETWEEN
 ROYAL BODYCARE, INC., a Nevada corporation, AS TRUSTOR,
 ROBIN R. GREEN, AS TRUSTEE
 AND
 ALLSTATE LIFE INSURANCE COMPANY, AS BENEFICIARY




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TABLE OF CONTENTS
 PageARTICLE 1 - COVENANTS OF TRUSTOR
    
    
    5Section 1.1 - Performance of Obligations Secured
    
    
    5Section 1.2 - Insurance
    
    
    5Section 1.3 - Condemnation
    
    
    6Section 1.4 - Damage to Property
    
    
    7Section 1.5 - Escrow Fund for Condemnation and Insurance Proceeds
    
    
    9Section 1.6 - Taxes, Liens and other Items
    
    
    10Section 1.7 - Assignment of Leases, Contracts, Rents and Profits
    
    
    11Section 1.8 - Acceleration Upon Sale or Encumbrance
    
    
    15Section 1.9 - Preservation and Maintenance of Property
    
    
    15Section 1.10 - Offset Certificates
    
    
    16Section 1.11 - Trustees Costs and Expenses
    
    
    16Section 1.12 - Protection of Security; Costs and Expenses
    
    
    16Section 1.13 - Trustors Convenants Respecting Collateral
    
    
    17Section 1.14 - Covenants Regarding Financial Statements
    
    
    18Section 1.15 - Environmental Covenants
    
    
    20ARTICLE 2 - EVENTS OF DEFAULT
    
    
    21Section 2.1 - Monetary and Performance Defaults
    
    
    21Section 2.2 - Bankruptcy, Insolvency, Dissolution
    
    
    21Section 2.3 - Misrepresentation
    
    
    22Section 2.4 - Default under Subordinate Loans
    
    
    22ARTICLE 3 - REMEDIES
    
    
    22Section 3.1 - Acceleration
    
    
    22Section 3.2 - Entry
    
    
    22Section 3.3 - Judicial Action
    
    
    24Section 3.4 - Non-Judicial
    
    
    24Section 3.5 - Posting
    
    
    24Section 3.6 - Statutes
    
    
    25Section 3.7 - Installment Sale
    
    
    25Section 3.8 - Rescission of Notice of Default
    
    
    26Section 3.9 - Beneficiarys Remedies Respecting Collateral
    
    
    26Section 3.10 - Proceeds of Sales
    
    
    26Section 3.11 - Condemnation and Insurance Proceeds
    
    
    27Section 3.12 - Waiver of Marshalling, Rights of Redemption, Homestead,
Valuation and Notice
    
    
    27Section 3.13 - Remedies Cumulative
    
    
    28Section 3.14 - Recourse
    
    
    28ARTICLE 4 - MISCELLANEOUS
    
    
    28Section 4.1 - Severability
    
    
    28Section 4.2 - Certain Charges and Brokerage Fees
    
    
    29Section 4.3 - Notices
    
    
    29
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PageSection 4.4 - Trustor Not Released; Certain Trustee Acts
    
    
    30Section 4.5 - Inspection
    
    
    31Section 4.6 - Release or Cancellation
    
    
    31Section 4.7 - Statute of Limitations
    
    
    31Section 4.8 - Interpretation
    
    
    31Section 4.9 - Captions
    
    
    31Section 4.10 - Consent
    
    
    32Section 4.11 - Delegation to Subagents
    
    
    32Section 4.12 - Successors and Assigns
    
    
    32Section 4.13 - Governing Law
    
    
    32Section 4.14 - Substitution of Trustee
    
    
    32Section 4.15 - Changes in Taxation
    
    
    33Section 4.16 - Maximum Interest Rate
    
    
    34Section 4.17 - Time of Essence
    
    
    34Section 4.18 - Reproduction of Documents
    
    
    34Section 4.19 - No Oral Modifications
    
    
    34Section 4.20 - Trustee Provisions
    
    
    34
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DEED OF TRUST, ASSIGNMENT OF LEASES, RENTS AND CONTRACTS,
SECURITY AGREEMENT AND FIXTURE FILING
 ROYAL BODYCARE, INC., ROBIN R. GREEN ALLSTATE LIFE
INSURANCE COMPANY
 Exhibit A
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Exhibit B
 Names of Debtor:
    
    ROYAL BODYCARE, INC.a Nevada corporationAddress of Debtor:
    
    See Section 4.3 hereofName of Secured Party:
    
    ALLSTATE LIFE INSURANCE COMPANY,an Illinois insurance corporationAddress of Secured Party:
    
    See Section 4.3 hereof.
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Exhibit C
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ARTICLE 1
COVENANTS OF TRUSTOR
  Performance of Obligations Secured
 Insurance
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Condemnation
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Damage to Property
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less
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Escrow Fund for Condemnation and Insurance Proceeds
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Taxes, Liens and other Items
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Assignment of Leases, Contracts, Rents and Profits
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Acceleration Upon Sale or Encumbrance
 Preservation and Maintenance of Property
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Offset Certificates
 Trustees Costs and Expenses
 Protection of Security; Costs and Expenses
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Trustors Covenants Respecting Collateral
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Covenants Regarding Financial Statements
   (a)
    
    Within ninety (90) days after the last day of each fiscal year of the Trustor during the
term of the Note, unaudited annual financial
reports prepared on a cash basis, including balance sheets, income statements and cash flow
statements covering the operation of the Property, the financial condition of Trustor, Trustor s
general partners(s), shareholder(s), member(s) and such principals of the Trustor as Beneficiary
may from time to time designate, for the previous fiscal year, all certified to Beneficiary to be
complete, correct and accurate by the individual, managing general partner, manager or chief
financial officer of the party whom the report concerns; and
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(b)
    
    If available, within thirty (30) days after
receipt by Trustor, original annual audit reports of an independent
certified public accountant prepared in accordance with generally
accepted accounting principals containing an unqualified opinion,
including balance sheets, income statements and cash flow statements
covering the operation of the Property and the financial condition of
the Trustor, Trustors general partner(s), shareholder(s), member(s)
and such principals of the Trustor as beneficiary may from time to time
designate, for the previous fiscal year;
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Environmental Covenants et seq et seq et seq et seq et seq et seq et seq et seq et seq et seq et seq et seq et seq
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ARTICLE 2
EVENTS OF DEFAULT
  Monetary and Performance Defaults
    Bankruptcy, Insolvency, Dissolution
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Misrepresentation
 Default under Subordinate Loans
 ARTICLE 3
REMEDIES
  Acceleration
 Entry
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.
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Judicial Action
 Non-Judicial
 Posting
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Statutes
 Installment Sale
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Rescission of Notice of Default
 Beneficiarys Remedies Respecting Collateral
 Proceeds of Sales
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Condemnation and Insurance Proceeds
 Waiver of Marshalling, Rights of Redemption, Homestead, Valuation and
Notice
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Remedies Cumulative
 Recourse
 ARTICLE 4
MISCELLANEOUS
 Severability
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Certain Charges and Brokerage Fees
   Notices
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Trustor Not Released; Certain Trustee Acts
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Inspection
 Release or Cancellation
 Statute of Limitations
 Interpretation
 Captions
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Consent
 Delegation to Subagents
 Successors and Assigns
 Section 4.13 Governing Law . THIS DEED OF TRUST IS INTENDED TO BE GOVERENED BY AND
CONSTRUED UNDER THE LAWS OF THE STATE IN WHICH THE PROPERTY IS LOCATED. TO THE EXTENT PERMITTED BY
LAW, TRUSTOR HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY.
 Substitution of Trustee
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Changes in Taxation
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Maximum Interest Rate
 Time of Essence
 Reproduction of Documents
 No Oral Modifications
 Trustee Provisions
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TRUSTOR:
ROYAL BODYCARE, INC.,
a Nevada corporationBy:
    /s/ Clinton H. HowardName:
    Clinton H. HowardTitle:
    President, CEO THE STATE OF TEXAS
    
    §§COUNTY OF DALLAS
    
    §
  th
 /s/ Diane L. FoughtNotary Public(AFFIX NOTARIAL SEAL)
    
    My Commission Expires:
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EXHIBIT A
LEGAL DESCRIPTION
  1 2
  1.
    
    S 89° 43 20 W 300.00 feet, to a 1/2 iron rod set, at the beginning of a
curve to the left;
 2.
    
    SOUTHWESTERLY 188.91 feet, along said curve to the left having a radius of
70.00 feet, a central angle of 154° 37 20, and a chord bearing S 77° 02 22 W 136.58
feet, to an X cut in concrete set, at the most ° Southerly Southeast corner of said
Lot 1, lying in the North boundary line of Lot 1, Block B-R, LOS COLINAS WALNUT HILL
DISTRIBUTION CENTER, an addition to the City of Irving, Dallas County, Texas, according
to the plat recorded in Volume 93150, Page 3935 of the Deed Records of Dallas County,
Texas;
  1 2
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EXHIBIT B
   Description of Fixtures
 Description of Collateral
  A.
    
    all building, maintenance or service equipment; building, maintenance or raw
materials or supplies; component parts or work in process; appliances; furnishings;
machinery; and tools; and
 B.
    
    all goods and property covered by any warehouse receipts, bills of lading and
other documents evidencing any goods or other tangible personal property of any kind
(including any Collateral) in which Trustor now or at any time hereafter has any
interest in connection with any or all of the Property or Collateral; and
 C.
    
    any and all products of any accessions to any such Collateral which may exist
at any time.
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Relation of Fixture filing to Deed of Trust Exhibit B
 Name and Address of Beneficiary
 
 Other Fixture Financing and Removal of Fixtures
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EXHIBIT C
 1.
    
    The following restrictive covenants of record itemized below:
  2.
    
    Any shortages in area.
 3.
    
    The following matters and all terms of the documents creating or offering evidence of the
matters:
 (a)
    
    A utility easement, 15 feet in width, located along the south, east and west
property line, as reflected by the plat recorded in Volume 77097, Page 406, Map
Records, Dallas County, Texas, as shown on survey dated 2/7/2001, by James L. Brittain,
RPLS #1674, of Brittain & Crawford, Job/Project 98-07-00181.
 (b)
    
    Subject to the Order Adopting Airport Zoning Regulations of the Dallas-Fort
Worth Regional Airport, Ordinance No. 71-100, imposed by the Joint Airport Zoning Board
of the Dallas-Fort Worth Regional Airport, filed September 2, 1982, recorded in Volume
82173, Page 0178, Real Property Records, Dallas County, Texas.
 (c)
    
    Terms and conditions of Avigation Release, as reflected by the plat recorded in
Volume 77097, Page 406, Map Records, Dallas County, Texas.
 (d)
    
    Building set back line, 30 feet from the east property line and a portion of
the south property line, as shown by plat recorded in Volume 77097, Page 406, Map
Records of Dallas County, Texas, as shown on survey dated 2/7/2001, by James L.
Brittain, RPLS #1674, of Brittain & Crawford, Job/Project 98-07-00181.
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SCHEDULE 1
  (a)
    
    KMC SPFS Platon Filler(b)
    
    Kinex SWTE-l 6 Cap Tightener(c)
    
    Autolabe 620 Labeler(d)
    
    Charlotte ND-7 Colloid Mill(e)
    
    Permason Jove 475 Gal Jacketed Tank(f)
    
    550 Gal Tank w/Agitator(g)
    
    Lee 30 Gal Kettle(h)
    
    Drum Cradle(i)
    
    Drum Truck(j)
    
    Pressure Washer 2000 PSI(k)
    
    Bench Scale D-5(l)
    
    Platform Scale E854F-50P(m)
    
    Electroflo PS34 Filling Machine(n)
    
    Pump Centrifugal(o)
    
    Bottle Indexer(p)
    
    Conveyors 2 ea(q)
    
    Variable Speed Drives 2 ea(r)
    
    Supply Tank Modified(s)
    
    Heat Shrink Tunnel(t)
    
    Tank 1025 Gal 2 ea(u)
    
    Tank 305 Gal(v)
    
    Crane I Ton(w)
    
    Fiber Drum Lifter(x)
    
    Drum Cradle(y)
    
    Pump, Magnetic Drive(z)
    
    Pump, Magnetic Drive(aa)
    
    Rack(bb)
    
    Stepladder, Fiberglass(cc)
    
    N-Sink-EratOr(dd)
    
    Pallet Truck Standard(ee)
    
    Hot Water Heater 50 Gal(ff)
    
    Hot Water Heater 100 Gal(gg)
    
    Wet/Dry Vacuum(hh)
    
    Air Compressor(ii)
    
    Ink Jet Printer(jj)
    
    Mixer, Neptune D-4(kk)
    
    Refrigerated Trailer(ll)
    
    10 Filling Trays (Required for Lip Balm)(mm)
    
    Motorized Collection Table(nn)
    
    Air Driven Mixer(oo)
    
    Spare Parts(pp)
    
    Dayton Pumps, 1/4 HP 2 ea(qq)
    
    Aro Diaphram Variable Speed Air Pump(rr)
    
    Ohaus Portable Check Weight Scale, 500g
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