EXHIBIT 4.3

                                                                       ANNEX VI
                                                                             TO
                                                  SECURITIES PURCHASE AGREEMENT

                                 FORM OF WARRANT

     THESE SECURITIES (THE  "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE
     SECURITIES ACT OF 1933, AS AMENDED, 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 COMPANY THAT SUCH REGISTRATION IS NOT
     REQUIRED.

                           NATURAL HEALTH TRENDS CORP.

                          COMMON STOCK PURCHASE WARRANT

      1. Issuance;  Certain  Definitions.  In consideration of good and valuable
consideration,  the receipt of which is hereby  acknowledged  by NATURAL  HEALTH
TRENDS CORP., a Florida corporation (the "Company"), _____________ or registered
assigns (the "Holder") is hereby granted the right to purchase at any time until
5:00 P.M.,  New York City  time,  on  ______________  ,200(1)  (the  "Expiration
Date"),_________  Thousand  (___________)(2) fully paid and nonassessable shares
of the Company's Common Stock, par value $.001 per share (the "Common Stock") at
an initial  exercise  price per share (the  "Exercise  Price") of $_____(3)  per
share,  subject to further adjustment as set forth herein. This Warrant is being
issued  pursuant to the terms of that  certain  Securities  Purchase  Agreement,
dated as of March , 2000 (the  "Securities  Purchase  Agreement"),  to which the
Company  and  Holder  (or  Holder's   predecessor   in  interest)  are  parties.
Capitalized  terms not otherwise defined herein shall have the meanings ascribed
to them in the Securities Purchase Agreement.

--------
      (1)Insert  date which is last day of month in which fifth  anniversary  of
the relevant Closing Date occurs.

      (2)Insert an amount equal to 20% of the Purchase Price of Preferred  Stock
purchased  by the Holder on the Closing  Date divided by 110% of the closing bid
price of the Common  Stock on the  trading  day  immediately  before the Closing
Date.

      (3)Insert 110% of closing bid price on trading day immediately  before the
Closing Date.

<PAGE>


      2.    Exercise of Warrants.

            2.1  General. This Warrant is exercisable in whole or in part at any
time and from time to time.  Such exercise shall be effectuated by submitting to
the Company  (either by delivery to the Company or by facsimile  transmission as
provided in Section 8 hereof) a completed and duly  executed  Notice of Exercise
(substantially in the form attached to this Warrant  Certificate) as provided in
this  paragraph.  The date such Notice of Exercise is faxed to the Company shall
be the "Exercise  Date,"  provided that the Holder of this Warrant  tenders this
Warrant Certificate to the Company within five (5) business days thereafter. The
Notice of Exercise  shall be  executed  by the Holder of this  Warrant and shall
indicate the number of shares then being  purchased  pursuant to such  exercise.
Upon  surrender of this Warrant  Certificate  with,  together  with  appropriate
payment of the  Exercise  Price for the shares of Common  Stock  purchased,  the
Holder shall be entitled to receive a certificate or certificates for the shares
of Common  Stock so  purchased.  If the Notice of Exercise  Form elects a "cash"
exercise, the Exercise Price per share of Common Stock for the shares then being
exercised  shall be payable in cash or by certified or official  bank check.  If
the Notice of  Exercise  Form elects a  "cashless"  exercise,  the Holder  shall
thereby be entitled  to receive a number of shares of Common  Stock equal to (x)
the excess of the Current  Market  Value (as defined  below) over the total cash
exercise  price of the portion of the Warrant then being  exercised,  divided by
(y) the Current  Price of the Common  Stock as of the  trading  day  immediately
prior to the Exercise  Date.  For the purposes of this  Section  2,(q)  "Current
Market  Value" shall be an amount equal to the Current Price of the Common Stock
as of the trading day immediately prior to the Exercise Date,  multiplied by the
number of shares of Common Stock  specified in such Notice of Exercise Form, and
(r) "Current Price of the Common Stock" shall be the closing price of the Common
Stock as reported by  Bloomberg,  LP or, if not so reported,  as reported by the
securities  exchange or automated  quotation system on which the Common Stock is
listed or on the over-the-counter market for the relevant date. The Holder shall
be deemed to be the holder of the shares  issuable to it in accordance  with the
provisions of this Section 2.1 on the Exercise Date.

            2.2  Limitation on Exercise.  Notwithstanding the provisions of this
Warrant,   the  Securities  Purchase  Agreement  or  of  the  other  Transaction
Agreements,  in no event (except (i) with respect to an automatic conversion, if
any, of the Preferred Stock as provided in the Certificate of Designations, (ii)
as specifically  provided in this Warrant as an exception to this provision,  or
(iii) while there is  outstanding a tender offer for any or all of the shares of
the  Company's  Common  Stock)  shall the Holder be entitled  to  exercise  this
Warrant,  or shall the Company  have the  obligation  to issue  shares upon such
exercise of all or any portion of this Warrant,  to the extent that,  after such
exercise the sum of (1) the number of shares of Common Stock  beneficially owned
by the Holder and its affiliates (other than shares of Common Stock which may be
deemed  beneficially  owned through the ownership of the unconverted  portion of
the Preferred Stock or unexercised portion of the Warrants),  and (2) the number
of shares of Common  Stock  issuable  upon the  exercise  of the  Warrants  with
respect to which the  determination  of this proviso is being made, would result
in beneficial  ownership by the Holder and its  affiliates of more than 9.99% of
the outstanding  shares of Common Stock (after taking into account the shares to
be issued to the Holder upon such exercise).  For purposes of the proviso to the
immediately preceding


                                        2

<PAGE>


sentence,  beneficial  ownership  shall be determined in accordance with Section
13(d) of the  Securities  Exchange  Act of 1934,  as amended  (the "1934  Act"),
except as otherwise provided in clause (1) of such sentence.  The Holder, by its
acceptance  of this  Warrant,  further  agrees that if the Holder  transfers  or
assigns any of the Warrants to a party who or which would not be considered such
an  affiliate,  such  assignment  shall be made subject to the  transferee's  or
assignee's  specific agreement to be bound by the provisions of this Section 2.2
as if such transferee or assignee were the original Holder hereof.

      3.  Reservation  of Shares.  The Company  hereby  agrees that at all times
during the term of this  Warrant  there  shall be  reserved  for  issuance  upon
exercise of this  Warrant  such number of shares of its Common Stock as shall be
required for issuance upon exercise of this Warrant (the "Warrant Shares").

      4. Mutilation or Loss of Warrant.  Upon receipt by the Company of evidence
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Warrant,  and (in the case of loss, theft or destruction)  receipt of reasonably
satisfactory indemnification, and (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant
shall thereupon become void.

      5.  Rights of the  Holder.  The Holder  shall not,  by virtue  hereof,  be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.

      6.    Protection Against Dilution.

            6.1  Adjustment Mechanism. If an adjustment of the Exercise Price is
required  pursuant to this  Section 6, the Holder  shall be entitled to purchase
such  number of  additional  shares of Common  Stock as will cause (i) the total
number of shares of Common Stock Holder is entitled to purchase pursuant to this
Warrant,  multiplied  by (ii) the adjusted  Exercise  Price per share,  to equal
(iii) the dollar  amount of the total number of shares of Common Stock Holder is
entitled to purchase  before  adjustment  multiplied by the total Exercise Price
before adjustment.

            6.2  Capital  Adjustments. In  case  of  any  stock split or reverse
stock   split,   stock   dividend,   reclassification   of   the  Common  Stock,
recapitalization,  merger or consolidation, or like capital adjustment affecting
the Common  Stock of the  Company,  the  provisions  of this  Section 6 shall be
applied as if such capital  adjustment event had occurred  immediately  prior to
the date of this  Warrant  and the  original  Exercise  Price  had  been  fairly
allocated  to the stock  resulting  from such capital  adjustment;  and in other
respects the  provisions of this Section  shall be applied in a fair,  equitable
and reasonable manner so as to give effect, as nearly as may be, to the purposes
hereof.  A rights offering to  stockholders  shall be deemed a stock dividend to
the extent of the bargain purchase element of the rights.


                                        3

<PAGE>


            6.3   Adjustment for Spin  Off.  If,  for any  reason,  prior to the
exercise of this Warrant in full,  the Company  spins off or  otherwise  divests
itself of a part of its business or  operations  or disposes all or of a part of
its assets in a  transaction  (the  "Spin  Off") in which the  Company  does not
receive  compensation  for such  business,  operations  or  assets,  but  causes
securities  of  another  entity  (the  "Spin  Off  Securities")  to be issued to
security holders of the Company, then

            (a) the Company shall cause (i) to be reserved  Spin Off  Securities
      equal to the number thereof which would have been issued to the Holder had
      all of the Holder's  unexercised  Warrants  outstanding on the record date
      (the  "Record  Date")  for  determining  the amount and number of Spin Off
      Securities  to  be  issued  to  security   holders  of  the  Company  (the
      "Outstanding  Warrants") been exercised as of the close of business on the
      trading day  immediately  before the Record Date (the  "Reserved  Spin Off
      Shares"),  and (ii) to be issued to the Holder on the  exercise  of all or
      any of the  Outstanding  Warrants,  such amount of the  Reserved  Spin Off
      Shares  equal to (x) the  Reserved  Spin Off  Shares  multiplied  by (y) a
      fraction,  of which (I) the  numerator  is the  amount of the  Outstanding
      Warrants then being  exercised,  and (II) the denominator is the amount of
      the Outstanding Warrants; and

            (b) the Exercise Price on the Outstanding Warrants shall be adjusted
      immediately after consummation of the Spin Off by multiplying the Exercise
      Price by a fraction (if, but only if, such fraction is less than 1.0), the
      numerator  of which is the Average  Market  Price of the Common  Stock (as
      defined  below) for the five (5) trading days  immediately  following  the
      fifth trading day after the Record Date,  and the  denominator of which is
      the Average  Market Price of the Common Stock on the five (5) trading days
      immediately  preceding the Record Date;  and such adjusted  Exercise Price
      shall be deemed to be the Exercise  Price with respect to the  Outstanding
      Warrants after the Record Date. As used herein,  the term "Average  Market
      Price of the Common Stock" means the average  closing bid price of a share
      of Common Stock, as reported by Bloomberg,  LP or, if not so reported,  as
      reported on the over-the-counter market for the relevant period.

      7.    Transfer to Comply with the Securities Act; Registration Rights.

            7.1   Transfer. This  Warrant  has not  been  registered  under  the
Securities  Act of 1933,  as  amended,  (the  "Act") and has been  issued to the
Holder  for  investment  and not with a view to the  distribution  of either the
Warrant or the  Warrant  Shares.  Neither  this  Warrant  nor any of the Warrant
Shares or any other  security  issued or issuable  upon exercise of this Warrant
may be sold, transferred, pledged or hypothecated in the absence of an effective
registration  statement under the Act relating to such security or an opinion of
counsel  satisfactory to the Company that registration is not required under the
Act. Each certificate for the Warrant, the Warrant Shares and any other security
issued or issuable  upon  exercise of this Warrant shall contain a legend on the
face  thereof,  in form and substance  satisfactory  to counsel for the Company,
setting forth the restrictions on transfer contained in this Section.


                                       4

<PAGE>


            7.2  Registration  Rights. (a) Reference is made to the Registration
Rights  Agreement.  The  Company's  obligations  under the  Registration  Rights
Agreement and the other terms and conditions thereof with respect to the Warrant
Shares,  including,  but not necessarily limited to, the Company's commitment to
file a  registration  statement  including  the  Warrant  Shares,  to  have  the
registration of the Warrant Shares completed and effective, and to maintain such
registration, are incorporated herein by reference.

            (b)  In  addition  to the  registration  rights  referred  to in the
preceding  provisions of Section  7.2(a),  effective after the expiration of the
effectiveness of the Registration  Statement as contemplated by the Registration
Rights  Agreement,  the Holder shall have  piggy-back  registration  rights with
respect  to the  Warrant  Shares  then  held by the  Holder or then  subject  to
issuance upon exercise of this Warrant  (collectively,  the  "Remaining  Warrant
Shares"),  subject to the conditions set forth below.  If, at any time after the
Registration  Statement  has ceased to be  effective,  the Company  participates
(whether  voluntarily  or by reason of an  obligation  to a third  party) in the
registration  of any shares of the Company's stock (other than a registration on
Form S-8),  the Company shall give written  notice thereof to the Holder and the
Holder shall have the right,  exercisable  within ten (10)  business  days after
receipt of such notice,  to demand inclusion of all or a portion of the Holder's
Remaining Warrant Shares in such registration statement. If the Holder exercises
such election,  the Remaining  Warrant Shares so designated shall be included in
the  registration  statement at no cost or expense to the Holder (other than any
costs or  commissions  which would be borne by the Holder under the terms of the
Registration  Rights Agreement).  The Holder's rights under this Section 7 shall
expire at such time as the Holder can sell all of the Remaining  Warrant  Shares
under Rule 144 without volume or other restrictions or limit.

      8.  Notices.  Any  notice or other  communication  required  or  permitted
hereunder  shall be in writing and shall be delivered  personally,  telegraphed,
telexed,  sent by facsimile  transmission  or sent by  certified,  registered or
express mail,  postage  pre-paid.  Any such notice shall be deemed given when so
delivered personally,  telegraphed,  telexed or sent by facsimile  transmission,
or, if mailed, two days after the date of deposit in the United States mails, as
follows:

            (i) if to the Company, to:

                Natural Health Trends Corp.
                380 Lashley Street
                Longmont, CO 80501
                Attn: Mark Woodburn
                Telephone No.: (303) 682-4637
                Telecopier No.: (303) 682-4236

                with a copy to:

                Silverman, Collura & Chernis, P.C.
                381 Park Avenue South, Suite 1601
                New York, NY 10016
                Attn:  Martin C.  Licht, Esq.
                Telephone No.: (212) 779-8600
                Telecopier No.: (212) 779-8858


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<PAGE>



            (ii) if to the Holder, to:

                 ATTN:
                 Telephone No.: (    )    -
                 Telecopier No.: (    )    -

                 with a copy to:

                 Krieger & Prager LLP, Esqs.
                 39 Broadway
                 Suite 1440
                 New York, NY 10006
                 Attn: Samuel Krieger, Esq.
                 Telephone No.: (212) 363-2900
                 Telecopier No.  (212) 363-2999

Any party may be  notice  given in  accordance  with this  Section  to the other
parties designate another address or person for receipt of notices hereunder.

      9.  Supplements  and  Amendments;  Whole  Agreement.  This  Warrant may be
amended or  supplemented  only by an instrument in writing signed by the parties
hereto. This Warrant of even date herewith contain the full understanding of the
parties  hereto with respect to the subject  matter hereof and thereof and there
are no  representations,  warranties,  agreements or  understandings  other than
expressly contained herein and therein.

      10.  Governing  Law.  This Warrant  shall be deemed to be a contract  made
under the laws of the State of New York for contracts to be wholly  performed in
such state and without  giving effect to the  principles  thereof  regarding the
conflict  of laws.  Each of the  parties  consents  to the  jurisdiction  of the
federal courts whose districts encompass any part of the City of New York or the
state  courts  of the  State  of New  York  sitting  in the  City of New York in
connection with any dispute arising under this Warrant and hereby waives, to the
maximum extent permitted by law, any objection, including any objection based on
forum  non  conveniens,   to  the  bringing  of  any  such  proceeding  in  such
jurisdictions.  To the  extent  determined  by such  court,  the  Company  shall
reimburse the Holder for any reasonable legal fees and disbursements incurred by
the Holder in enforcement of or protection of any of its rights under any of the
Transaction Agreements.

      11.  Counterparts.   This  Warrant  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.


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<PAGE>


      12. Descriptive Headings.  Descriptive headings of the several Sections of
this Warrant are inserted for  convenience  only and shall not control or affect
the meaning or construction of any of the provisions hereof.

      IN WITNESS  WHEREOF,  the parties  hereto have executed this Warrant as of
the __th day of _________ , 2000.

                                                     NATURAL HEALTH TRENDS CORP.

                                                     By:
                                                        ------------------------
                                                        Name:-------------------
                                                        Its:--------------------

Attest:

---------------------------
Name:
     ----------------------
Title:
      ---------------------


                                        7

<PAGE>

                          NOTICE OF EXERCISE OF WARRANT

      The  undersigned   hereby   irrevocably  elects  to  exercise  the  right,
represented by the Warrant Certificate dated as of _____________ , ________ , to
purchase  __________  shares of the Common Stock,  par value $.001 per share, of
NATURAL  HEALTH TRENDS CORP.  and tenders  herewith  payment in accordance  with
Section 1 of said Common Stock Purchase Warrant.

      Please deliver the stock certificate to:


Dated:
      ----------------------------------


---------------------------------------
[Name of Holder]


By:
   ------------------------------------

|_|     CASH:       $
                     ---------------------------

|_|     CASHLESS EXERCISE