PROMISSORY NOTE

THESE SECURITIES AND THE SHARES ISSUABLE UPON CONVERSION  HEREOF,  HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT"),
OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN
THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT  FOR THE  SECURITIES  OR AN
OPINION OF COUNSEL OR OTHER  EVIDENCE  ACCEPTABLE TO THE  CORPORATION  THAT SUCH
REGISTRATION IS NOT REQUIRED.


$70,000                                                  November         , 1999


FOR VALUE RECEIVED,  NATURAL HEALTH TRENDS CORP., a Florida corporation,  having
an office at 250 Park Avenue, New York, New York (the "Maker"),  hereby promises
to pay to the order of Domain Investments, Inc., (the "Payee"), at the office of
the Payee at , or at such other place as the Payee of this Note may designate in
writing from time to time,  the principal sum of $70,000  together with interest
thereon at the rate of 10% per annum on demand.

The following shall be deemed "Events of Default" hereunder:

(a) If any payment hereunder shall not be made when due;

(b) if  the  Maker  shall fail to perform or comply with any of the other terms,
covenants, or conditions of this Note;

(c) if Maker ceases doing business as a going concern,  or makes or sends notice
of an intended bulk sale or makes an assignment for the benefit of creditors;

(d) if any  proceedings  are commenced by or against Maker under any bankruptcy,
reorganization,  arrangement,  insolvency,  readjustment of debt,  receivership,
liquidation or dissolution  law or statute of any  jurisdiction,  whether now or
hereafter in effect; or

(e) if  a  receiver,  trustee  or  conservator  be  appointed for any of Maker's
property.

Unless the Payee otherwise  elects,  in the Payee's sole  discretion,  this Note
shall automatically  become immediately due and payable,  without further notice
or demand,  upon the occurrence of any event of default  hereinabove  described.
Upon the acceleration of the entire or any portion of the unpaid balance of this
Note,  the holder,  without  prejudice to any other  rights,  is  authorized  to
proceed against Maker and shall not be required to have recourse to any security
given for payment of this Note.


<PAGE>

In the event that this Note is not paid  within  five (5) days of  demand,  this
Note shall bear additional interest at the rate of 1.5% per month.

Nothing contained in this Note shall require the Maker to pay interest at a rate
exceeding the maximum rate permitted by applicable  law. If the amounts  payable
to the Payee on any date  shall  exceed the  maximum  permissible  amount,  such
amounts shall be automatically  reduced to the maximum  permissible  amount, and
the payments for any subsequent  period,  to the extent less than that permitted
by applicable  law,  shall,  to that extent,  be increased by the amount of such
reduction. In the event that the period from the due date of such payment is not
long enough to cause the payments due hereunder not to exceed the maximum amount
permitted by  applicable  law, then the Payee at its option shall have the right
(i) to extend the amount of time for such payment  such that the payments  shall
not be deemed to exceed the maximum  amount  permitted by applicable law or (ii)
to reduce the amounts payable under this Note.

Except as otherwise expressly provided herein,  Payee hereby waives presentment,
demand for payment, dishonor, notice of dishonor, protest and notice of protest.

Except as otherwise  provided herein at the option of Maker,  the unpaid balance
of this Note may be  prepaid  in whole or in part,  from  time to time,  without
penalty or premium.

The liability of Maker  hereunder  shall be  unconditional.  No act,  failure or
delay by the Payee  hereof  to  declare  a  default  as set  forth  herein or to
exercise  any  right  or  remedy  it may have  hereunder,  or  otherwise,  shall
constitute  a waiver of its rights to declare  such  default or to exercise  any
such right or remedy at such time as it shall determine in its sole discretion.

Maker  further  agrees to pay all costs of  collection,  including a  reasonable
attorney's  fee and all costs of levy or  appellate  proceedings  or review,  or
both,  in  case  the  principal  or any  interest  thereon  is not  paid  at the
respective  maturity  thereof,  or in case it becomes  necessary  to protect the
security hereof, whether suit be brought or not.

Any and all notices or other  communications  required or  permitted to be given
under this Note shall be in writing  and shall be deemed to have been duly given
upon personal  delivery or the mailing  thereof by certified or registered  mail
(a) if to Maker,  addressed to it at its address set forth above;  and (b) if to
Payee,  addressed to it at its address set forth above or at such other  address
any person or entity  entitled to receive  notices may specify by written notice
given as aforesaid.

This Note may not be amended, modified, supplemented or terminated orally.

This Note shall be binding upon Maker, its legal representatives,  successors or
assigns and shall inure to the benefit of Payee and its  successors,  endorsees,
assigns or holder(s) in due course.

                                      -2-
<PAGE>



The Payee of this Note is entitled,  at its option,  in the event that this Note
is not paid within two (2) days of demand, to convert at any time, the principal
amount of this Note at a  conversion  price equal to forty (40%) of the five day
average  closing  bid price of the  Common  Stock,  as  reported  by The  NASDAQ
SmallCap Market for the five trading days  immediately  preceding the applicable
Conversion Date (the  "Conversion  Price").  Conversion  shall be effectuated by
surrendering  the Note to be converted to the Maker with the form of  conversion
notice attached hereto as Exhibit A (the "Conversion  Notice"),  executed by the
Payee of the Note  evidencing  the Payee's  intention  to convert this Note or a
specified  portion (as above provided) hereof,  and accompanied,  if required by
the Maker. by proper  assignment  hereof in blank. No fractional shares or scrip
representing fractions of shares will be issued on conversion, but the number of
shares  issuable shall be rounded to the nearest whole share.  The date on which
notice of conversion is given (the "Conversion  Date") shall be deemed to be the
date on which the Payee has delivered this Note, with the Conversion Notice duly
executed,  to the Maker.  Facsimile  delivery of the Conversion  Notice shall be
accepted by the Maker.  Certificates  representing  shares of Common  Stock upon
conversion  will be delivered  within five (5) business days from the Conversion
Date.

The shares to be issued pursuant to this Note shall contain unlimited  piggyback
registration rights. Payee's piggyback registration rights shall commence on the
date hereof and shall terminate three (3) years after the date hereof. The Maker
shall  bear the  costs of such  registrations.  In the  event of the sale of the
shares  contemplated  hereunder,  Payee  shall  pay  any  and  all  underwriting
commissions and non-accountable expenses of any underwriter selected by Payee to
sell the common stock (the "Registrable Securities"). As to Payee's registration
rights,  the Maker agrees to qualify or register the  Registrable  Securities in
such additional states as are reasonably  requested by Payee and the Maker shall
bear all  costs  and  expenses,  of the  qualification  of  registration  of the
Registrable  Securities in such additional states as are reasonably requested by
the Payee.  In no event shall the Maker be required to register the  Registrable
Securities in more than five (5) states or in a state in which such registration
would cause (i) the Maker to be obligated to do business in such state,  or (ii)
the principal  stockholders  of the Maker to be obligated to escrow any of their
securities.

In no event shall the Payee be  entitled  to convert  that amount of the Note in
excess of that  amount  upon  conversion  of which the sum of (1) the  number of
shares of Common Stock beneficially owned by the Payee and its affiliates (other
than shares of Common Stock which may be deemed  beneficially  owned through the
ownership of the unconverted  portion of the Note), and (2) the number of shares
of Common Stock  issuable upon the  conversion of the Note with respect to which
the  determination  of this proviso is being made,  would  result in  beneficial
ownership by the Payee and its  affiliates of more than 4.9% of the  outstanding
shares of Common Stock of the Maker.  For purposes of the immediately  preceding
sentence,  beneficial  ownership  shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended,  and Regulation 13 D-G
thereunder,  except  as  otherwise  provided  in clause  (1) of the  immediately
preceding sentence.

The certificates for the shares of Common Stock shall bear the following legend:

                                      -3-


<PAGE>

THESE  SECURITIES  (THE   "SECURITIES")  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR THE SECURITIES
LAWS OF A-NY STATE AND MAY NOT BE SOLD OR OFFERED  FOR SALE IN THE ABSENCE OF AN
EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR
OTHER  EVIDENCE  ACCEPTABLE TO THE  CORPORATION  THAT SUCH  REGISTRATION  IS NOT
REQUIRED.

The Payee of the Note,  by  acceptance  hereof,  agrees  that this Note is being
acquired for  investment  and that such Payee will not offer,  sell or otherwise
dispose  of this Note or the shares of Common  Stock  issuable  upon  conversion
thereof except under  circumstances  which will not result in a violation of the
Act or any applicable state Blue Sky or foreign laws or similar laws relating to
the sale of securities.

In no event  shall the Maker be required to issue more than 20% of the number of
shares of Common Stock  outstanding  on the date hereof (the  "Maximum  Number")
upon the conversion of the Note unless the stockholders of the Maker approve the
issuance of additional shares of Common Stock upon the conversion of the Note or
NASDAQ waives the requirements of Market Place Rule 4460(i)(1)(D).  In the event
that the  Maximum  Number of shares of Common  Stock have been  issued  upon the
conversion of the Note, and (i) NASDAQ has not waived the requirements of Market
Place Rule 4460(i)(1)(D) or (ii) the stockholders have not approved the issuance
of  additional  shares of Common Stock,  then any Note that remains  unconverted
shall, at the election of the Payee, be immediately due and payable.

This Note shall be governed by and construed in accordance  with the laws of the
State of New York,  without  giving effect to principles of conflicts of law. By
signing below,  Maker hereby  irrevocably  submits to the  jurisdiction  of such
state and to service of process by certified or registered  mail at Maker's last
known address. No provision of this Note may be changed unless in writing signed
by the Payee and Maker.

IN WITNESS WHEREOF, Maker has caused this Note to be duly executed and delivered
by its duly  authorized  representative  as of the date  and  year  first  above
written.



NATURAL HEALTH TRENDS CORP.

By: /s/ Mark D. Woodburn
  Name: Mark Woodburn
 Title: CFO

                                      -4-