EXHIBIT 3.1

                            ARTICLES OF AMENDMENT OF
                            ARTICLES OF INCORPORATION
                                       OF
                           NATURAL HEALTH TRENDS CORP.

      Pursuant  to the  authority  expressly  granted and vested in the Board of
Directors  (the "Board of  Directors"  or the "Board") of Natural  Health Trends
Corp. (the "Company") by Section  607.1006 of the Florida  Business  Corporation
Act (the "BCA") and the provisions of the Company's  Articles of  Incorporation,
as amended,  the Board of Directors  adopted the  following  resolution  setting
forth  the  designations,  powers,  preferences  and  rights  of  its  Series  J
Convertible  Preferred Stock (the "Certificate of Designations") on February 29,
2000:

      RESOLVED:  That the  designations,  powers,  preferences and rights of the
Series J  Convertible  Preferred  Stock be, and they  hereby  are,  as set forth
below:

                            I. DESIGNATION AND AMOUNT

      The  designation  of this  series,  which  consists  of  1,000  shares  of
Preferred  Stock, no par value per share, is the Series J Convertible  Preferred
Stock (the "Series J Preferred Stock").

                             II. CERTAIN DEFINITIONS

      For purposes of this  Certificate  of  Designations,  the following  terms
shall have the following meanings:

      A. "Buy-In  Adjustment  Amount"  means the amount equal to the excess,  if
any, of (i) the Converting  Holder's total purchase price  (including  brokerage
commissions,  if any) for the Covering  Shares over (ii) the net proceeds (after
brokerage  commissions,  if any) received by the Converting Holder from the sale
of the  Sold  Shares.  By way  of  illustration  and  not in  limitation  of the
foregoing,  if the Converting  Holder (as defined in Article IV Paragraph  B(6))
purchases  shares of  Common  Stock  having a total  purchase  price  (including
brokerage  commissions)  of $11,000 to cover a Buy-In (as  defined in Article IV
Paragraph  B(6)) with respect to shares of Common Stock it sold for net proceeds
of $10,000,  the Buy-In  Adjustment Amount which Company will be required to pay
to the Converting Holder will be $1,000.


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      B. "Closing Bid Price" means the closing bid price of the Common Stock (in
U.S.  Dollars) on the  Principal  Trading  Market as  reported by the  Reporting
Service.  If the Closing Bid Price cannot be calculated for such security on the
relevant date on the foregoing  basis, the Closing Bid Price of such security on
such  date  shall  be the  fair  market  value as  reasonably  determined  by an
investment  banking firm  selected by the Company and  reasonably  acceptable to
holders  of a  majority  of the then  outstanding  shares of Series J  Preferred
Stock,  with the costs of such appraisal to be borne by the Company.  The manner
of  determining  the  Closing  Bid  Price of the  Common  Stock set forth in the
foregoing  definition  shall apply with respect to any other security in respect
of which a determination as to closing bid price must be made hereunder.

      C. "Common  Stock" means the Company's  common stock,  par value $.001 per
share.

      D.  "Conversion  Price" means,  with respect to any date, the lower of the
Fixed Conversion Price and the Variable  Conversion  Price, each as in effect as
of such date.

      E.  "Effective  Date" shall mean the date the  Registration  Statement  is
declared effective by the Securities and Exchange Commission.

      F. "Fixed  Conversion  Price" means  seventy  percent (70%) of the average
Closing Bid Price of the Common Stock on the trading day  immediately  preceding
the  Closing  Date,  which  amount  shall be subject to  adjustment  as provided
herein.

      G. "Closing Date" shall mean March 2, 2000.

      H. "Junior  Securities"  means any class or series of capital stock of the
Company  hereafter  created  that,  by its terms,  ranks  junior to the Series J
Preferred Stock as to distribution  of assets upon  liquidation,  dissolution or
winding up of the Company, whether voluntary or involuntary.

      I.  "Liquidation  Preference"  means,  with respect to a share of Series J
Preferred  Stock, an amount equal to the Stated Value thereof,  plus the accrued
and unpaid dividends thereon through the date of final distribution.

      J.  "Market  Price," as of any date,  means the average of the Closing Bid
Price (in U.S.  Dollars)  for the  three (3)  trading  days  (which  need not be
consecutive)  selected by the Holder from the twenty (20) trading days ending on
the trading day  immediately  preceding  the relevant date (subject to equitable
adjustment for any stock splits,  stock dividends,  reclassifications or similar
events  during  such 5  trading  day  period).  If the  Market  Price  cannot be
calculated as of such date on the foregoing basis, the Market Price shall be the
fair  market  value as  reasonably  determined  by an  investment  banking  firm
selected by the Company and reasonably  acceptable to the holder, with the costs
of the  appraisal  to be borne by the  Company.  The manner of  determining  the
Market Price of the Common  Stock set forth in the  foregoing  definition  shall
apply with respect to any other security in respect of which a determination  as
to market value must be made hereunder.


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      K. "Maturity Date" means February 28, 2005.

      L. "Pari Passu  Securities"  means any class or series of capital stock of
the Company hereafter created specifically ranking, by its terms, on parity with
the Series J Preferred  Stock as to  distribution  of assets  upon  liquidation,
dissolution or winding up of the Company, whether voluntary or involuntary.

      M. "Principal  Trading Market" means The NASDAQ SmallCap Market, or if the
Common  Stock is no  longer  listed on that  market,  the  principal  securities
exchange or trading market on which the Common Stock is listed or traded.

      N. "Registration  Rights Agreement" means that certain Registration Rights
Agreement  dated  the  Closing  Date by and  among  the  Company  and the  other
signatories  thereto  entered into in connection  with the  Securities  Purchase
Agreement.

      O.   "Registration   Statement"   means  the   Registration   Statement(s)
contemplated  to be filed by the  Company  pursuant to the  Registration  Rights
Agreement for the resale of, among other shares,  the Common Stock issuable upon
conversion of the Series J Preferred Stock and any amendments thereto.

      P.  "Reporting  Service" means Bloomberg LP or if that service is not then
reporting the relevant  information  regarding  the Common  Stock,  a comparable
reporting service of national reputation selected by the holders of the Series J
Preferred Stock and reasonably acceptable to the Company.

      Q. "Securities  Purchase Agreement" means that certain Securities Purchase
Agreement  dated  the  Closing  Date,  by and among  the  Company  and the other
signatories thereto.

      R. "Senior  Securities" shall mean the Series A through Series I Preferred
Stock,  to the extent  outstanding  on the Closing Date that,  by its terms,  is
Senior  to the  Series J  Preferred  Stock as to  distribution  of  assets  upon
liquidation,  dissolution  or winding up of the  Company,  whether  voluntary or
involuntary.

      S. "Stated Value" for the Series J Preferred  Stock shall be $1,000.00 per
share.

      T.  "Transaction  Agreements"  means the  Securities  Purchase  Agreement,
Registration Rights Agreement,  and all ancillary documents entered into between
the parties to those agreements.

      U. "Variable Conversion Price" means, as of any date of determination, the
amount  equal to seventy  percent  (70%) of the Market  Price on the  Conversion
Date.


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                                 III. DIVIDENDS

      A.  Generally.  The  holders  of the  Series J  Preferred  Stock  shall be
entitled  to  receive  a 10%  cumulative  dividend  payable  on the date of each
conversion  (the  "Dividend  Payment  Date").  The dividend  shall be payable in
Common Stock as provided in Section  III(B).  Such dividends shall be payable in
preference to dividends on any Common Stock or stock of any class ranking, as to
dividend rights,  junior to the Series J Preferred Stock, and shall be junior as
to  payment of  dividends  to the Senior  Securities.  Dividends  shall be fully
cumulative  and shall  accrue  (whether or not declared and whether or not there
shall  be  funds  legally  available  for the  payment  of  dividends),  without
interest,  and shall be payable on the Dividend Payment Date unless such payment
would be in  violation  of the BCA.  No  interest  shall  accrue  on any  unpaid
dividends on the Series J Preferred Stock.

      B. Dividends Paid In Common Stock. The number of shares of Common Stock to
be received shall be determined by dividing the dollar amount of the dividend by
the Conversion  Price on the Dividend  Payment Date.  Said Common Stock shall be
delivered to the holder, or per holder's  instructions,  at the same time as the
Conversion Certificates pursuant to Paragraph B(1) of Article IV.

                                 IV. CONVERSION

      A.  Conversion at the Option of the Holder.  Subject to the limitations on
conversions  contained  in Paragraph C of this Article IV, each holder of shares
of Series J  Preferred  Stock  may,  at any time and from time to time after the
earlier of (i) one hundred  eighty (180) days after the Closing Date or (ii) the
Effective Date, convert (an "Optional  Conversion") each of its shares of Series
J Preferred Stock into a number of fully paid and nonassessable shares of Common
Stock determined in accordance with the following formula:

                     Stated Value of Shares to Be Converted
                 ---------------------------------------------
                                Conversion Price

      B.  Mechanics of Conversion.  Conversion  shall be effectuated by faxing a
Notice of  Conversion  in the form  attached  hereto as  Exhibit A  ("Notice  of
Conversion")  to the  Company  as  provided  in this  Paragraph.  The  Notice of
Conversion  shall be  executed  by the holder of one or more  shares of Series J
Preferred  Stock and shall evidence such holder's  intention to convert all or a
portion of such shares.  The date of conversion (the "Conversion Date") shall be
deemed to be the date  (based on  Eastern  time) on which  the  holder  faxes or
otherwise  delivers a conversion notice to the Company so that it is received by
the Company on or before such  specified  date,  provided that, the holder shall
deliver to the Company the certificate or certificates  representing  the shares
being converted (the  "Conversion  Certificates")  no later than 5 business days
thereafter.

            1. Delivery of Common Stock Upon Conversion. Conversion Certificates
      will be delivered to the holder at the address  specified in the Notice of
      Conversion  (which may be the holder's address for notices as contemplated
      by the Securities Purchase Agreement


                                       -4-

<PAGE>

      or a different  address),  via express courier,  by electronic transfer or
      otherwise,  within 4 business  days if the address for  delivery is in the
      United  States and within 6 business  days if the address for  delivery is
      outside the United States (such fourth business day or sixth business day,
      as the case may be, a "Delivery  Date") after the later of (i) the date on
      which the Notice of Conversion is delivered to the Company as contemplated
      in this  Paragraph  or the  Maturity  Date,  or (ii) the date on which the
      Conversion Certificates are delivered to the Company.

            2.  Taxes.  The  Company  shall pay any and all  taxes  which may be
      imposed  upon the Company with respect to the issuance and delivery of the
      shares of Common Stock upon the conversion of the Series J Preferred Stock
      other  than  transfer  taxes  due  upon  conversion,  if such  holder  has
      transferred to another party the Series J Preferred  Stock or the right to
      receive Common Stock upon the holder's conversion thereof or any or income
      taxes due on the part of the holder.  The Company  shall have the right to
      withhold any taxes as required by the United  States  federal or state tax
      laws.

            3. No  Fractional  Shares.  If any  conversion of Series J Preferred
      Stock would result in the issuance of a fractional  share of Common Stock,
      such  fractional  share shall be  disregarded  and the number of shares of
      Common Stock  issuable  upon  conversion  of the Series J Preferred  Stock
      shall  be  rounded  up or  down  to the  nearest  whole  share,  it  being
      understood  that .5 of one share  shall be rounded up to the next  highest
      share.

            4. Conversion Disputes. In the case of any dispute with respect to a
      conversion,  the  Company  shall  promptly  issue such number of shares of
      Common Stock as are not disputed in accordance with Paragraph A of Article
      IV above.  If such dispute  involves  the  calculation  of the  Conversion
      Price,   the  Company  shall  first  discuss  such  discrepancy  with  the
      Converting  Holder. If the Company and the Converting Holder are unable to
      agree upon the Conversion  Price  calculation,  the Company shall promptly
      submit the disputed  calculations to the Company's outside  auditors.  The
      auditors,  at  the  expense  of  the  party  in  error,  shall  audit  the
      calculations  and notify the Company and the holder of the results as soon
      as practicable  following the date it receives the disputed  calculations.
      The auditor's  calculation  shall be deemed  conclusive,  absent  manifest
      error.  The Company shall then issue the  appropriate  number of shares of
      Common Stock in accordance with Paragraph A of Article IV above.

            5.  Delay  in  Delivering  Conversion   Certificates.   The  Company
      understands  that a delay in the delivery of the  Conversion  Certificates
      beyond the  Delivery  Date could result in economic  loss to a holder.  As
      compensation  to a holder for such loss,  the  Company  agrees to pay late
      payments to such holder for late  delivery of Conversion  Certificates  in
      accordance with the following  schedule (where "No. Business Days Late" is
      defined as the number of business  days  beyond  three (3)  business  days
      after the Delivery Date):


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<PAGE>

            6.


                                 Late Payment For Each $10,000 of Liquidation
   No. Business Days Late        Preference or Dividend Amount Being Converted
----------------------------     ---------------------------------------------
             1                                        $100
             2                                        $200
             3                                        $300
             4                                        $400
             5                                        $500
             6                                        $600
             7                                        $700
             8                                        $800
             9                                        $900
            10                                      $1,000
           >10                      $1,000 +$200 for each Business Day Late
                                                beyond 10 days


      The  Company  shall pay any  payments  incurred  under this  Paragraph  in
      immediately  available  funds upon demand.  For purposes of this Paragraph
      B(5) of Article IV, in connection with a Automatic  Conversion (as defined
      below),  the term  "Delivery  Date"  shall refer to the earlier of (i) the
      Delivery Date  determined  in relation to a Notice of Conversion  actually
      submitted  by the  holder  to the  Company  or (ii)  the  fourth  or sixth
      business  date, as the case may be, after  written  notice from the holder
      that the delivery of shares to the holder in  connection  with a Automatic
      Conversion has not been  accomplished.  The Company shall pay any payments
      incurred under this Paragraph in immediately  available funds upon demand.
      Nothing herein shall limit the holder's right to pursue actual damages for
      the Company's failure to issue and deliver the Conversion  Certificates to
      the holder.  Furthermore,  in addition to any other  remedies which may be
      available to a holder,  in the event that the Company fails for any reason
      to  effect  delivery  of such  Conversion  Certificates  within  three (3)
      business  days after the  Delivery  Date,  the Holder  will be entitled to
      revoke the relevant  Notice of  Conversion  by delivering a notice to such
      effect to the Company  whereupon  the Company and the Holder shall each be
      restored to their respective  positions  immediately  prior to delivery of
      such Notice of Conversion.

            7. Alternative Remedy For Buy-In. If, by the relevant Delivery Date,
      the Company  fails for any reason to deliver the  Conversion  Certificates
      and after such  Delivery  Date,  the holder of the  Preferred  Stock being
      converted (a  "Converting  Holder")  purchases,  in an  arm's-length  open
      market  transaction  or otherwise,  shares of Common Stock (the  "Covering
      Shares")  in order to make  delivery in  satisfaction  of a sale of Common
      Stock by the Converting  Holder (the "Sold  Shares"),  which delivery such
      Converting  Holder  anticipated to make using the shares to be issued upon
      such conversion (a "Buy-In"),  the Converting Holder shall have the right,
      to  require  the  Company  to pay to the  Converting  Holder,  in lieu and
      instead of the amounts due under  Paragraph B(5) of Article IV hereof (but
      in addition to all other amounts  contemplated in other  provisions of the
      Transaction


                                       -6-

<PAGE>

      Agreements,  and  not in lieu  of any  such  other  amounts),  the  Buy-In
      Adjustment  Amount.  The Company shall pay the Buy-In Adjustment Amount to
      the Company in immediately  available funds immediately upon demand by the
      Converting Holder.

            8.  DWAC  Certificate  Delivery.  In  lieu  of  delivering  physical
      certificates  representing  the Common  Stock  issuable  upon  conversion,
      provided the Company's  transfer agent is  participating in the Depository
      Trust Company ("DTC") Fast Automated  Securities  Transfer  program,  upon
      request of a Converting Holder and his/her  compliance with the provisions
      contained in this paragraph,  so long as the certificates  therefor do not
      bear a legend and the Converting Holder thereof is not obligated to return
      such certificate for the placement of a legend thereon,  the Company shall
      use its  best  efforts  to cause  its  transfer  agent  to  electronically
      transmit the Common  Stock  issuable  upon  conversion  to the  Converting
      Holder by crediting the account of Converting  Holder's  prime broker with
      DTC through its Deposit Withdrawal Agent Commission system.

            9. Conversion Default. If, at any time:

                  a. the Company  challenges,  disputes or denies the right of a
            holder of Series J  Preferred  Stock to effect a  conversion  of the
            Series J Preferred Stock into Common Stock or otherwise dishonors or
            rejects any Notice of Conversion  delivered in  accordance  with the
            terms of this Agreement or this  Certificate of  Designations or any
            exercise  of any  Warrant  in  accordance  with its terms  ("Warrant
            Exercise"), or

                  b. any third party who is not and has never been an  affiliate
            of such holder  commences  any lawsuit or  proceeding  or  otherwise
            asserts  any  claim  before  any  court or  public  or  governmental
            authority,  which  lawsuit,  proceeding or claim seeks to challenge,
            deny,  enjoin,  limit,  modify,  delay or dispute  the right of such
            holder to effect the conversion of the Series J Preferred Stock into
            Common  Stock,  and the Company  refuses to honor any such Notice of
            Conversion or Warrant Exercise,

      then such holder shall have the right,  by written  notice to the Company,
      to require the  Company to redeem  each share of Series J Preferred  Stock
      for which a Notice of Conversion  has been refused  pursuant to Paragraphs
      B(8)(a)  or (b)  above  for cash,  at an  amount  per  share  equal to the
      Redemption  Amount (as defined in Article VI Paragraph B), pursuant to the
      provisions of Article VI hereof, subject to the Company's right to cure in
      Paragraph G of Article VI hereof.

            10.  Conversion in Bankruptcy.  The holder of any Series J Preferred
      Stock shall be entitled to exercise its conversion  privilege with respect
      to the Series J Preferred Stock  notwithstanding  the  commencement of any
      case under 11 U.S.C.  ss.101 et seq. (the "Bankruptcy Code"). In the event
      the Company is a debtor  under the  Bankruptcy  Code,  the Company  hereby
      waives, to the fullest extent permitted,  any rights to relief it may have
      under 11 U.S.C. ss.362 in respect of such holder's  conversion  privilege.
      The Company hereby


                                       -7-

<PAGE>

      waives, to the fullest extent permitted,  any rights to relief it may have
      under 11 U.S.C.  ss.362  in  respect  of the  conversion  of the  Series J
      Preferred  Stock.  The  Company  agrees,  without  cost or expense to such
      holder,  to  take  or to  consent  to any  and  all  action  necessary  to
      effectuate relief under 11 U.S.C. ss.362.

      C. Automatic  Conversion  Upon Maturity.  Any shares of Series J Preferred
Stock not  previously  converted or redeemed as of the Maturity  Date,  shall be
deemed  to be  automatically  converted  (an  "Automatic  Conversion"),  without
further  action of any kind  (including,  but not  necessarily  limited  to, the
giving of a Notice of Conversion) by the holder,  as of the Maturity Date at the
Conversion Price applicable on the Maturity Date.

      D.  Limitations  on  Conversions.  The  conversion  of  shares of Series J
Preferred  Stock shall be subject to the  following  limitations  (each of which
limitations shall be applied independently):

            1. Cap  Regulations.  If the  Company  is  limited  in the number of
      shares  of  Common  Stock it may  issue by  virtue  of (i) the  number  of
      authorized  shares or (ii) the  applicable  rules and  regulations  of its
      Principal  Trading  Market,  including,  but not  necessarily  limited to,
      NASDAQ Rule  4310(c)(25)(H)(i)  or Rule  4460(i)(1),  as may be applicable
      (collectively, the "Cap Regulations"), (i) the Company will take all steps
      reasonably  necessary  to be in a position to issue shares of Common Stock
      on  conversion of the Series J Preferred  Stock without  violating the Cap
      Regulations.  If at any time after the Company's 2000 Annual Meeting,  the
      then issuable  number of shares of Common Stock upon  conversion of all of
      the  then  outstanding  Series  J  Preferred  Stock  pursuant  to the  Cap
      Regulations (the "Cap Amount") is less than the number of shares of Common
      Stock which would then be otherwise issuable upon conversion of all of the
      then outstanding shares of Series J Preferred Stock without regard to such
      Cap  Regulations  (a "Trading  Market Trigger  Event"),  the Company shall
      immediately  notify  the  holders  of  Series  J  Preferred  Stock of such
      occurrence  and shall take  immediate  action  (including,  if  necessary,
      seeking  the  approval of its  shareholders  to  authorize  the listing or
      issuance  of the full  number of shares of  Common  Stock  which  would be
      issuable upon the  conversion of the then  outstanding  shares of Series J
      Preferred  Stock but for the Cap  Amount) to  eliminate  any  prohibitions
      under  applicable law or the rules or  regulations of any stock  exchange,
      interdealer  quotation system or other  self-regulatory  organization with
      jurisdiction  over the Company or any of its  securities  on the Company's
      ability  to list or issue  shares  of  Common  Stock in  excess of the Cap
      Amount  ("Trading  Market  Prohibitions").  In this event, the holder of a
      share of Series J Preferred  Stock which can not be converted as result of
      the Cap  Regulations  after all such Series J Preferred Stock which can be
      converted  under the Cap Amount have been converted  (each such share,  an
      "Unconverted  Share") shall have the option,  exercisable in such holder's
      sole and absolute discretion, to elect either of the following remedies:

                  a.  (x) if  permitted  by the  Cap  Regulations,  require  the
            Company  to issue  shares of Common  Stock in  accordance  with such
            holder's notice of conversion at a


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<PAGE>

            conversion  purchase price equal to the average of the closing price
            per share of Common Stock for any five (5) consecutive  trading days
            (subject  to  certain  equitable   adjustments  for  certain  events
            occurring  during such  period)  during the sixty (60)  trading days
            immediately preceding the date of notice of conversion; or

                  b. require the Company to redeem such Unconverted Share for an
            amount (the "Cap Limitation  Redemption  Amount"),  payable in cash,
            equal to:

                    V                x                M
                --------
                   CP

            where:

            "V" means the liquidation  preference of the Unconverted  Share plus
            any accrued but unpaid dividends thereon;

            "CP" means the conversion  price in effect on the date of redemption
            (the  "Redemption  Date") specified in the notice from the holder of
            the Unconverted Share electing this remedy; and

            "M" means the highest  closing  price per share of the Common  Stock
            during the period beginning on the Redemption Date and ending on the
            date of payment of the Cap Limitation Redemption Amount.

      A holder  of more  than one  Unconverted  Share may elect one of the above
      remedies  with  respect to some of such  Unconverted  Shares and the other
      remedy  with  respect  to other  Unconverted  Shares.  The Cap  Limitation
      Redemption  Amount  payable  under  the  provisions  of  this  Article  IV
      Paragraph D shall be payable  within  thirty  (30) days of the  Redemption
      Date.

            2.  Percentage  Limitation.   Notwithstanding  any  other  provision
      hereof, or any of the Transaction Agreements, in no event (except (i) with
      respect  to an  Automatic  Conversion,  if any,  of the shares of Series J
      Preferred  Stock as described  in Article IV  Paragraph C hereof,  (ii) as
      specifically  provided in this Certificate of Designations 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 convert  any share of this  Series J  Preferred  Stock,  or
      shall the  Company  have the  obligation  to  convert  such share (and the
      Company  shall not have the right to pay  dividends  on shares of Series J
      Preferred  Stock  in  shares  of  Common  Stock  or  require  a  Automatic
      Conversion),  to the extent  that,  after such  conversion  or issuance of
      stock in  payment  of  dividends,  the sum of (a) the  number of shares of
      Common Stock beneficially owned by the holder and its affiliates,  and (b)
      the number of shares of Common Stock  issuable upon the  conversion of the
      shares of Series J Preferred Stock 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


                                       -9-

<PAGE>

      than 4.99% of the  outstanding  shares of Common Stock (after  taking into
      account the shares to be issued to the holder upon such  conversion).  For
      purposes of the proviso to the immediately preceding sentence,  beneficial
      ownership  shall be  determined  in  accordance  with Section 13(d) of the
      Securities  Exchange  Act of 1934,  as amended  (the "1934  Act").  If the
      holder  transfers or assigns any shares of the Series J Preferred Stock 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 Paragraph D(2) of
      Article IV as if such  transferee  or assignee  were the  original  holder
      hereof.  Nothing  herein  shall  preclude  the holder from  disposing of a
      sufficient  number of other shares of Common Stock  beneficially  owned by
      the holder so as to  thereafter  permit the  continued  conversion  of the
      shares of Series J Preferred Stock.

                    V. RESERVATION OF SHARES OF COMMON STOCK

      A. Reserved  Amount.  Upon the initial  issuance of the shares of Series J
Preferred  Stock,  the Company shall reserve out of the  authorized but unissued
shares of Common Stock for issuance  upon  conversion  of the Series J Preferred
Stock such number of shares equal to 150% of the number of shares which would be
issuable  if all of the  authorized  shares of  Series J  Preferred  Stock  were
converted in their entirety on the Closing Date based on the Conversion Price in
effect on that date and thereafter the number of authorized but unissued  shares
of Common Stock so reserved (the "Reserved Amount") shall not be decreased,  but
may be  increased  pursuant to  Paragraph B of this  Article V, and shall at all
times be  sufficient  to provide  for the  conversion  of the Series J Preferred
Stock  outstanding at the then current  Conversion  Price thereof.  The Reserved
Amount shall be allocated to the holders of Series J Preferred Stock as provided
in Article X Paragraph E.

      B.  Increases  to  Reserved  Amount.  If the  Reserved  Amount  for any 10
consecutive   trading  days  (the  last  of  such  10  trading  days  being  the
"Authorization Trigger Date") shall be less than 110% of the number of shares of
Common Stock issuable upon conversion of the then outstanding shares of Series J
Preferred  Stock, the Company shall  immediately  notify the holders of Series J
Preferred Stock of such occurrence and shall take immediate  action  (including,
if  necessary,  seeking  shareholder  approval  to  authorize  the  issuance  of
additional  shares of Common  Stock) to increase the Reserved  Amount to 150% of
the  number of shares of Common  Stock  then  issuable  upon  conversion  of the
outstanding  Series J  Preferred  Stock.  In the event the  Company  fails to so
increase the Reserved Amount within 90 days after an Authorization  Trigger Date
(such event being the "Reserved Amount Trigger Event"),  each holder of Series J
Preferred  Stock shall  thereafter  have the option,  exercisable in whole or in
part at any time and from time to time by  delivery of a  Redemption  Notice (as
defined in Article VI  Paragraph  C) to the  Company,  to require the Company to
purchase  for cash,  at an amount per share equal to the  Redemption  Amount (as
defined in Article VI Paragraph B), a portion of the holder's Series J Preferred
Stock such that,  after giving effect to such purchase,  the holder's  allocated
portion of the  Reserved  Amount  exceeds  110% of the total number of shares of
Common Stock  issuable to such holder upon  conversion of its Series J Preferred
Stock.  If the Company fails to redeem any of such shares within 5 business days
after


                                      -10-

<PAGE>

its receipt of such Redemption Notice, then such holder shall be entitled to the
remedies provided in Article VI Paragraph C.

                                 VI. REDEMPTION

      A.  Redemption  by Holder.  In the event that any of the  following  occur
(individually, a "Redemption Event"):

            1. Cap  Regulations.  The  Company's  inability to issue  sufficient
      shares of Common Stock upon conversion of Unconverted Shares in accordance
      with Paragraph D(1) of Article IV hereof.

            2.  Conversion  Default.  The  Company's  inability  or  refusal  to
      delivery  Conversion  Certificates  under  Paragraph  B(8) of  Article  IV
      hereof.

then, upon the occurrence of any such Redemption Event, each holder of shares of
Series J Preferred Stock shall thereafter have the option,  exercisable in whole
or in part at any time and from time to time by delivery of a notice  requesting
the redemption all or part of such holders shares of Series J Preferred Stock (a
"Redemption  Notice") to the Company while such Redemption Event  continues,  to
require  the  Company to  purchase  for cash any or all of the then  outstanding
shares of Series J  Preferred  Stock held by such holder for an amount per share
equal to the  Redemption  Amount (as defined in  Paragraph B below) in effect at
the  time  of the  redemption  hereunder.  Upon  the  Company's  receipt  of any
Redemption  Notice  hereunder,  the Company shall  immediately (and in any event
within 5 business  days  following  such  receipt)  deliver a written  notice (a
"Redemption  Announcement")  to all holders of Series J Preferred  Stock stating
the date upon which the Company  received such Redemption  Notice and the amount
of Series J Preferred Stock covered thereby.

      B. Definition of Redemption Amount.  The "Redemption  Amount" with respect
to a share of Series J Preferred  Stock means an amount equal to (x) 145% of the
Liquidation  Preference  on the  date of the  Redemption  Notice,  plus  (y) all
accrued  but  unpaid  dividends  through  and  including  the date on which  the
Redemption Amount is paid.

      C.  Redemption  Defaults.  If the  Company  fails  to pay any  holder  the
Redemption  Amount with respect to any share of Series J Preferred  Stock within
60 days after the latter of (i) its receipt of Redemption  Notice,  and (ii) the
date of its Redemption Announcement, then the holder of Series J Preferred Stock
delivering  such  Redemption  Notice  shall  be  entitled  to  interest  on  the
Redemption  Amount at a per annum  rate equal to the lower of  eighteen  percent
(18%) and the highest interest rate permitted by applicable law from the date on
which the Company  receives the  Redemption  Notice until the date of payment of
the Redemption Amount hereunder.  In the event the Company is not able to redeem
all of the shares of Series J  Preferred  Stock  subject to  Redemption  Notices
delivered  prior to the date upon which such  redemption is to be effected,  the
Company  shall  redeem  shares of Series J Preferred  Stock from each holder pro
rata,  based  on the  total  number  of  shares  of  Series  J  Preferred  Stock
outstanding at the time of redemption included by


                                      -11-

<PAGE>

such holder in all  Redemption  Notices  delivered  prior to the date upon which
such  redemption  is to be effected  relative  to the total  number of shares of
Series J Preferred Stock  outstanding at the time of redemption  included in all
of the Redemption Notices delivered prior to the date upon which such redemption
is to be effected.

      D. Company  Redemption  Right. The Company shall have the right tor redeem
all or any part of the then outstanding Series J Preferred Stock as to which the
holder  has not  previously  submitted  a  Conversion  Notice,  for the  Company
Redemption  Amount  (as  defined  below) by giving  written  notice (a  "Company
Redemption  Notice") of such redemption (a "Company  Redemption") to the holders
of such shares (and if there be more than one, pro rata among them). The date on
which the Company pays the Company Redemption Amount to the holder,  which shall
be not  earlier  than five (5) days and not later  than ten (10) days  after the
Company  Redemption  Notice is given to the holder,  is the "Company  Redemption
Date." The  "Company  Redemption  Amount"  shall be equal to (i) if the  Company
Redemption  Date is ninety (90) days or less after the Closing Date, 110% of (a)
the Liquidation Preference on the date of the Company Redemption Notice plus (b)
accrued dividends thereon through and including the Company  Redemption Date and
(ii) if the  Company  Redemption  Date is more than  ninety  (90) days after the
Closing Date, 125% of (a) the Liquidation  Preference on the date of the Company
Redemption  Notice plus (b) accrued  dividends thereon through and including the
Company  Redemption Date. After the Company gives a Company  Redemption  Notice,
the holder will have the right to convert, in the manner herein provided (except
that such  conversion  shall be an  exception  to the  provision  of  Article IV
Paragraph D(2) hereof),  any or all of the shares subject to redemption pursuant
to such Company  Redemption  Notice at any time until the Company  actually pays
the Company  Redemption  Amount,  and such conversion shall take precedence over
the Company  Redemption  Notice.  If the Company does not timely pay the Company
Redemption Amount, the holder will have the right, exercisable by written notice
to the  Company  at any  time  prior  to the  holder's  receipt  of the  Company
Redemption  Amount, to (x) nullify the Company Redemption Notice (in which event
the Company  Redemption  Notice shall be of no further force and effect) or take
action to enforce the Company's  performance of the Company Redemption,  and (y)
cancel the Company's  right to effect any future Company  Redemption  under this
paragraph.

                           VII. LIQUIDATION PREFERENCE

      A. Liquidation Event. If the Company shall commence a voluntary case under
the U.S. Federal bankruptcy laws or any other applicable bankruptcy,  insolvency
or similar law, or consent to the entry of an order for relief in an involuntary
case under any law or to the  appointment of a receiver,  liquidator,  assignee,
custodian,  trustee,  sequestrator (or other similar official) of the Company or
of any substantial  part of its property,  or make an assignment for the benefit
of its creditors,  or admit in writing its inability to pay its debts  generally
as they become due, or if a decree or order for relief in respect of the Company
shall  be  entered  by a  court  having  jurisdiction  in  the  premises  in  an
involuntary case under the U.S. Federal  bankruptcy laws or any other applicable
bankruptcy,  insolvency  or  similar  law  resulting  in  the  appointment  of a
receiver,  liquidator,  assignee,  custodian,  trustee,  sequestrator  (or other
similar official) of the Company or of any substantial part of its property,  or
ordering the winding up or  liquidation  of its affairs,  and any such decree or
order


                                      -12-

<PAGE>

shall be  unstayed  and in effect for a period of 60  consecutive  days and,  on
account of any such event, the Company shall liquidate,  dissolve or wind up, or
if the Company shall otherwise  liquidate,  dissolve or wind up, including,  but
not  limited  to,  the  sale  or  transfer  of all or  substantially  all of the
Company's  assets in one  transaction or in a series of related  transactions (a
"Liquidation Event"), no distribution shall be made to the holders of any shares
of capital  stock of the Company  (other than Senior  Securities  and Pari Passu
Securities) upon liquidation, dissolution or winding up unless prior thereto the
holders  of  shares  of  Series  J  Preferred  Stock  shall  have  received  the
Liquidation  Preference with respect to each share. If, upon the occurrence of a
Liquidation  Event,  the assets and funds available for  distribution  among the
holders of the Series J  Preferred  Stock and  holders of Pari Passu  Securities
shall be insufficient to permit the payment to such holders of the  preferential
amounts payable thereon, then the entire assets and funds of the Company legally
available for  distribution  to the Series J Preferred  Stock and the Pari Passu
Securities  shall be distributed  ratably among such shares in proportion to the
ratio that the  Liquidation  Preference  payable on each such share bears to the
aggregate Liquidation Preference payable on all such shares.

      B.  Exclusions.  The purchase or redemption by the Company of stock of any
class, in any manner  permitted by law, shall not, for the purposes  hereof,  be
regarded as a liquidation, dissolution or winding up of the Company. Neither the
consolidation  or merger of the  Company  with or into any other  entity nor the
sale or  transfer by the  Company of less than  substantially  all of its assets
shall,  for the purposes hereof,  be deemed to be a liquidation,  dissolution or
winding up of the Company.

                    VIII. ADJUSTMENTS TO THE CONVERSION PRICE

      A. Sale. The Conversion  Price shall be subject to adjustment from time to
time as  follows:  If,  for as long as any  shares of Series J  Preferred  Stock
remain  outstanding,  the  Company  enters  into a merger  (other than where the
Company is the surviving  entity) or consolidation  with another  corporation or
other entity or a sale or transfer of all or substantially  all of the assets of
the  Company to  another  person  (collectively,  a "Sale"),  the  Company  will
require,  in the  agreements  reflecting  such  transaction,  that the surviving
entity   expressly   assume   the   obligations   of  the   Company   hereunder.
Notwithstanding the foregoing, if the Company enters into a Sale and the holders
of the Common Stock are  entitled to receive  stock,  securities  or property in
respect of or in exchange  for Common  Stock,  then as a condition of such Sale,
the Company and any such successor,  purchaser or transferee will agree that the
Series J Preferred Stock may thereafter be converted on the terms and subject to
the conditions set forth above into the kind and amount of stock,  securities or
property  receivable  upon such  merger,  consolidation,  sale or  transfer by a
holder of the  number of shares of Common  Stock  into  which  then  outstanding
shares of Series J Preferred Stock might have been converted  immediately before
such merger, consolidation, sale or transfer, subject to adjustments which shall
be as nearly equivalent as may be practicable. In the event of any such proposed
Sale,  the holder  hereof shall have the right to convert by delivering a Notice
of  Conversion  to the Company  within 15 days of receipt of notice of such Sale
from the Company.


                                      -13-

<PAGE>

      B. Spin Off.  The  Company  agrees  that for as long as shares of Series J
Preferred Stock remain outstanding, the Company will not, without the consent of
the holder,  spin off or  otherwise  divest  itself of a part of its business or
operations or dispose all or of a part of its assets in a transaction (the "Spin
Off") in which the Company does not receive just 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.  If,  for any
reason,  prior  to the  Conversion  Date or the  Redemption  Payment  Date,  the
Company,  with the  consent  of the  holder,  consummates  a Spin Off,  then 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
shares of Series J Preferred  Stock  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  Series J Preferred Stock")
been converted 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 conversion of all or any of the Outstanding  Series J Stock,  such
amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares
multiplied by (y) a fraction, of which (a) the numerator is the principal amount
of the Outstanding  Series J Preferred Stock then being  converted,  and (b) the
denominator is the principal amount of the Outstanding Series J Preferred Stock.

      C.  Stock  Splits,  etc.  If,  at any time  while  any  shares of Series J
Preferred  Stock remain  outstanding,  the Company  effectuates a stock split or
reverse stock split of its Common Stock or issues a dividend on its Common Stock
consisting  of shares of Common  Stock,  the  Fixed  Conversion  Price  shall be
equitably  adjusted to reflect such action.  By way of illustration,  and not in
limitation,  of the foregoing (i) if the Company  effectuates a 2:1 split of its
Common Stock,  thereafter,  with respect to any conversion for which the Company
issues the shares  after the record  date of such  split,  the Fixed  Conversion
Price  shall be  deemed  to be  one-half  of what it had been  calculated  to be
immediately prior to such split; (ii) if the Company  effectuates a 1:10 reverse
split of its Common Stock, thereafter,  with respect to any conversion for which
the Company issues the shares after the record date of such reverse  split,  the
Fixed  Conversion  Price  shall  be  deemed  to be ten  times  what it had  been
calculated  to be  immediately  prior to such  split;  and (iii) if the  Company
declares  a stock  dividend  of one  share of  Common  Stock for every 10 shares
outstanding,  thereafter,  with respect to any  conversion for which the Company
issues the shares after the record date of such dividend,  the Fixed  Conversion
Price shall be deemed to be the amount of such Fixed Conversion Price calculated
immediately  prior to such record date  multiplied  by a fraction,  of which the
numerator is the number of shares (10 in the example) for which a dividend share
will be issued and the  denominator  is such number of shares plus the  dividend
share(s) issuable or issued thereon (11 in the example).

      D.  Notice of  Adjustments.  Upon the  occurrence  of each  adjustment  or
readjustment  of the Fixed  Conversion  Price pursuant to this Article VIII, the
Company, at its expense,  shall promptly compute such adjustment or readjustment
and prepare and furnish to each holder of Series J Preferred Stock a certificate
setting forth such  adjustment or  readjustment  and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall, upon the
written request at any time of any holder of Series J Preferred  Stock,  furnish
to  such  holder  a like  certificate  setting  forth  (i)  such  adjustment  or
readjustment, (ii) the Fixed Conversion Price at the


                                      -14-

<PAGE>

time in effect and (iii) the number of shares of Common Stock and the amount, if
any, of other  securities  or property  which at the time would be received upon
conversion of a share of Series X Preferred Stock.

                                IX. VOTING RIGHTS

      A.  Generally.  The holders of the Series J Preferred Stock have no voting
power whatsoever, except as otherwise provided by the BCA.

      B. Class Voting.  To the extent that under the BCA the vote of the holders
of the Series J Preferred  Stock,  voting  separately  as a class or series,  as
applicable,  is  required  to  authorize  a given  action  of the  Company,  the
affirmative  vote or consent of the  holders of at least a majority  of the then
outstanding  shares of the Series J Preferred  Stock  represented at a duly held
meeting at which a quorum is present or by written  consent of the holders of at
least a majority  of the then  outstanding  shares of Series J  Preferred  Stock
(except as otherwise may be required under the BCA, a "Required Interest") shall
constitute  the  approval of such action by the class.  To the extent that under
the BCA holders of the Series J Preferred Stock are entitled to vote on a matter
with holders of Common Stock, voting together as one class, each share of Series
J Preferred  Stock shall be entitled to a number of votes equal to the number of
shares  of  Common  Stock  into  which it is then  convertible  (subject  to the
limitations  contained  in Article IV Paragraph D) using the record date for the
taking of such vote of shareholders as the date as of which the Conversion Price
is calculated.

                                X. MISCELLANEOUS

      A. Right of First Refusal, Special Dilution Protection.

            1. The Company  covenants and agrees that, if during the period from
      the date hereof through and including the date which is 240 days after the
      Effective  Date,  the Company offers to enter into any  transaction  other
      than an underwritten  public  offering (a "New  Transaction") for the sale
      of New Common Stock for cash or cash equivalents, the Company shall notify
      the  Holder  in  writing  of  all of the  terms  of  such  offer  (a  "New
      Transaction  Offer"). The Holder shall have the right (the "Right of First
      Refusal"), exercisable by written notice given to the Company by the close
      of business on the third  business day after the  Holder's  receipt of the
      New Transaction Offer (the "Right of First Refusal  Expiration  Date"), to
      participate in all or any part of the New  Transaction  Offer on the terms
      so specified.

            2. If, and only if, the Holder does not  exercise the Right of First
      Refusal in full, the Company may  consummate the remaining  portion of the
      New  Transaction  with any New Investor on the terms  specified in the New
      Transaction Offer within 20 days of the Right of First Refusal  Expiration
      Date.

            3. If the terms of the New  Transaction to be consummated  with such
      other party differ in a material  respect from the terms  specified in the
      New Transaction Offer so that the


                                      -15-

<PAGE>

      terms are more beneficial in any respect to the New Investor,  the Company
      shall give the Holder a New Transaction Offer relating to the terms of the
      New  Transaction,  as so changed,  and the Holder's Right of First Refusal
      and the preceding  terms of this Paragraph B of Article X shall apply with
      respect to such changed terms.

            4. If there is more than one Buyer signatory to this Agreement,  the
      preceding provisions of this Paragraph B of Article X shall apply pro rata
      among them (based on their relative  Holder's  Allocable  Shares),  except
      that,  to the extent any such Holder does not  exercise its Right of First
      Refusal in full (a "Declining  Holder"),  the remaining  Holder or Holders
      who or which  have  exercised  their own Right of First  Refusal  in full,
      shall have the right (pro rata among them based on their relative Holder's
      Allocable  Shares,  if more than one) to exercise all or a portion of such
      Declining Holder's unexercised Right of Refusal. Nothing in this Paragraph
      B of  Article  X shall be deemed to  permit a  transaction  not  otherwise
      permitted  by Paragraph A of Article X, as modified by the  provisions  of
      Subparagraphs (i) and (ii).

            5. In the event the New  Transaction is consummated  for the sale of
      New Common  Stock or the  issuance of warrants or other rights to purchase
      New Common Stock with such third party at any time prior to the expiration
      of 240 days after the Effective Date on terms  providing for either a sale
      price equal to or computed  based on, or a  determination  of a conversion
      price based on, a lower percentage of the then current Market Price and/or
      for a greater  number of shares per dollar  paid or invested by such third
      party to or in the  Company,  shall be modified to (i) reduce the relevant
      Conversion  Price or Fixed  Price,  in each  instance  to be equal to that
      provided in the New Transaction as so consummated .

      B.  Rank.  The  Series J  Preferred  Stock  shall  rank  (i)  prior to the
Company's Common Stock; (ii) prior to any Junior Securities; (iii) junior to any
Senior Securities; and (iv) pari passu with any Pari Passu Securities; provided,
however,  that no additional  Senior or Pari Passu  Securities  shall be created
without the written consent of a Required Interest.

      C.  Cancellation  of Series J Preferred  Stock.  If any shares of Series J
Preferred  Stock are  converted  pursuant to Article IV, the shares so converted
shall be  canceled,  shall  return to the  status of  authorized,  but  unissued
preferred  stock of no  designated  series,  and  shall not be  issuable  by the
Company as Series J Preferred Stock.

      D.  Lost or  Stolen  Certificates.  Upon  receipt  by the  Company  of (i)
evidence of the loss, theft, destruction or mutilation of any Series J Preferred
Stock certificate(s) and (ii) (y) in the case of loss, theft or destruction,  of
indemnity  (without any bond or other security)  reasonably  satisfactory to the
Company,  or (z) in the case of mutilation,  upon surrender and  cancellation of
the Series J  Preferred  Stock  certificate(s),  the Company  shall  execute and
deliver  new Series J  Preferred  Stock  certificate(s)  of like tenor and date.
However,  the  Company  shall not be  obligated  to reissue  such lost or stolen
Series J Preferred Stock certificate(s) if the holder contemporaneously requests
the Company to convert such Series J Preferred Stock.


                                      -16-

<PAGE>

      E.  Allocation of Cap Amount and Reserved  Amount.  The initial Cap Amount
and Reserved  Amount  shall be allocated  pro rata among the holders of Series J
Preferred Stock based on the number of shares of Series J Preferred Stock issued
to each holder. Each increase to the Cap Amount and the Reserved Amount shall be
allocated  pro rata among the holders of Series J  Preferred  Stock based on the
number of shares of Series J Preferred  Stock held by each holder at the time of
the increase in the Cap Amount or Reserved  Amount.  In the event a holder shall
sell or  otherwise  transfer any of such  holder's  shares of Series J Preferred
Stock,   each  transferee  shall  be  allocated  a  pro  rata  portion  of  such
transferor's  Cap Amount and Reserved  Amount.  Any portion of the Cap Amount or
Reserved  Amount which remains  allocated to any person or entity which does not
hold any Series J Preferred Stock shall be allocated to the remaining holders of
shares of Series J  Preferred  Stock,  pro rata based on the number of shares of
Series J Preferred Stock then held by such holders.

      F. Payment of Cash; Defaults. Whenever the Company is required to make any
cash payment to a holder under this Certificate of Designations (upon redemption
or  otherwise),  such cash payment shall be made to the holder within 5 business
days after delivery by such holder of a notice specifying that the holder elects
to receive such payment in cash and the method (e.g.,  by check,  wire transfer)
in which such payment  should be made. If such payment is not  delivered  within
such 5 business day period, such holder shall thereafter be entitled to interest
on the  unpaid  amount  at a per  annum  rate  equal to the lower of 15% and the
highest  interest rate  permitted by applicable law until such amount is paid in
full to the holder.

      G. Status as  Stockholder.  Upon submission of a Notice of Conversion by a
holder of Series J Preferred  Stock,  (i) the shares covered thereby (other than
the shares,  if any,  which cannot be issued  because  their listing or issuance
would  exceed such  holder's  allocated  portion of the  Reserved  Amount or Cap
Amount)  shall be deemed  converted  into  shares  of Common  Stock and (ii) the
holder's rights as a holder of such converted shares of Series J Preferred Stock
shall cease and terminate,  excepting only the right to receive certificates for
such shares of Common  Stock and to any  remedies  provided  herein or otherwise
available at law or in equity to such holder because of a failure by the Company
to comply with the terms of this Certificate of Designations.

      These Articles of Amendment of Articles of  Incorporation  were adopted by
the Board of Directors without shareholder action and shareholder action was not
required.

                 Balance of this page left blank intentionally.


                                      -17-

<PAGE>

                                                  NATURAL HEALTH TRENDS CORP.

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


                                      -18-

<PAGE>


                           NATURAL HEALTH TRENDS CORP.                 EXHIBIT A

                              Notice of Conversion

                    (To be Executed by the Registered Holder
                in order to Convert the Series J Preferred Stock)

TO:         NATURAL HEALTH TRENDS CORP.                       VIA TELECOPIER TO:
            380 Lashley Street
            Longmont, CO 80501
            Attn: Mark Woodburn

FROM:                                                                 ("Holder")
      ----------------------------------------------------------------

DATE:
     -----------------------------------------------------------------

RE:   Conversion  of                   shares  (the  "Converted  Shares") of the
      Series J Convertible  Preferred Stock ("Series J Stock") of NATURAL HEALTH
      TRENDS  CORP.  (the  "Company")   into                        shares  (the
      "Conversion Shares") of Common Stock (defined below)

CONVERSION DATE:
                ---------------------------------------------

      The captioned  Holder hereby gives notice to the Company,  pursuant to the
Certificate of Designations of Series J Convertible Preferred Stock, as amended,
of NATURAL HEALTH TRENDS CORP.  (the  "Certificate of  Designations"),  that the
Holder elects to convert the Converted Shares into fully paid and non-assessable
shares of Common Stock, $.001 par value (the "Common Stock"),  of the Company as
of the Conversion Date specified  above.  Said conversion  shall be based on the
following Conversion Price (the lower of the two alternatives is checked):

      |_|    $               , representing the Fixed Conversion Price (as
             defined in the Certificate of Designations)

      |_|    $               , representing the Variable Conversion Price (as
             defined in the Certificate of Designations)

A schedule of the closing bid prices of the Common Stock for the twenty  trading
days prior to the Conversion  Date, as reported by Principal  Trading Market (as
defined in the Certificate of  Designations),  is attached for your reference in
determining the Variable Conversion Price.


<PAGE>

Based on this Conversion  Price, the number of Conversion Shares indicated above
should be issued in the following name(s):

       Name and Record Address                         Conversion Shares

       -------------------------------------------     -----------------

       -------------------------------------------     -----------------

       -------------------------------------------     -----------------


      As  contemplated  by the  Certificate of  Designations  and the Securities
Purchase Agreement, dated March   , 2000 (the "Securities  Purchase Agreement"),
to which the Company and the  Holder are  parties, this Notice  of Conversion is
being sent by facsimile  to the telecopier  number and officer  indicated above,
with a copy to the Company's counsel.

      The Holder has  previously  surrendered  or will surrender (or cause to be
surrendered) the certificate(s) for the Converted Shares, duly endorsed,  to the
Company at the address indicated above by express courier within 5 business days
after delivery or facsimile transmission of this Notice of Conversion.

      The  certificates   representing  the  Conversion  Shares  (together  with
certificate(s) representing the shares of Series J Preferred Stock not converted
hereby) should be  transmitted by the Company to the Holder via express  courier
or by electronic  transfer  within the time  contemplated  by the Certificate of
Designations   after  receipt  of  this  Notice  of  Conversion   (by  facsimile
transmission  or otherwise) and the  certificate(s)  representing  the Converted
Shares to:

                  --------------------------------------------

                  --------------------------------------------

                  --------------------------------------------

         As   contemplated   by  Section  Article  III  of  the  Certificate  of
Designations,  the Company should also pay all unpaid dividends on the Converted
Shares by check payable to the Holder  (unless such  dividends are being paid in
Common Stock as contemplated by said section,  in which event such shares should
be  issued in the name of the  Holder)  delivered  in the same  manner  as,  and
together with, the Conversion Shares.

                                         ---------------------------------------
                                             (Print name of Holder)

                                         By:
                                            ------------------------------------
                                             (Signature of Authorized Person)

                                         ---------------------------------------
                                             (Printed Name and Title)


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