EXHIBIT 4.2

                                                                        ANNEX IV
                                                                              TO
                                                             SECURITIES PURCHASE
                                                                       AGREEMENT

                          REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION RIGHTS AGREEMENT,  dated  as  of  March    , 2000  (this
"Agreement"),  is made by and between  NATURAL  HEALTH TRENDS  CORP.,  a Florida
corporation, with headquarters located at 380 Lashley Street, Longmont, CO 80501
(the  "Company"),  and each entity named on a signature  page hereto  (each,  an
"Initial  Investor")  (each  agreement  with an Initial  Investor being deemed a
separate  and  independent  agreement  between  the  Company  and  such  Initial
Investor,  except that each Initial  Investor  acknowledges  and consents to the
rights granted to each other Initial Investor under such agreement).

                              W I T N E S S E T H:

      WHEREAS,  upon the terms and subject to the  conditions of the  Securities
Purchase Agreement, dated as of March   , 2000, between the Initial Investor and
the Company (the "Securities  Purchase  Agreement";  terms not otherwise defined
herein  shall have the  meanings  ascribed  to them in the  Securities  Purchase
Agreement),  the Company  has agreed to issue and sell to the  Initial  Investor
shares  of  Series J  Convertible  Preferred  Stock  of the  Company  having  an
aggregate liquidation preference of $1,000,000 (the "Preferred Stock"); and

      WHEREAS,  the  Company  has agreed to issue the  Warrants  to the  Initial
Investor in connection with the issuance of the Preferred Stock; and

      WHEREAS,  the Preferred  Stock is convertible  into shares of Common Stock
(the  "Conversion  Shares";  which term, for purposes of this  Agreement,  shall
include  shares of  Common  Stock of the  Company  issuable  in lieu of  accrued
dividends on conversion as contemplated  by the Preferred  Stock) upon the terms
and subject to the conditions  contained in the Certificate of Designations  and
the Warrants  may be  exercised  for the purchase of shares of Common Stock (the
"Warrant Shares") upon the terms and conditions of the Warrants; and

      WHEREAS,  to induce the  Initial  Investor  to  execute  and  deliver  the
Securities  Purchase  Agreement,  the  Company  has  agreed to  provide  certain
piggy-back registration rights under the Securities Act of 1933, as amended, and
the  rules  and  regulations  thereunder,   or  any  similar  successor  statute
(collectively,  the "Securities Act"), with respect to the Conversion Shares and
the Warrant Shares;


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      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  Company  and the  Initial
Investor hereby agree as follows:

      1. Definitions.  As used in this Agreement, the following terms shall have
the following meanings:

      (a) "Investor" means the Initial Investor and any permitted  transferee or
assignee  who agrees to become  bound by the  provisions  of this  Agreement  in
accordance  with  Section 9 hereof and who holds  Preferred  Stock,  Warrants or
Registrable Securities.

      (b)  "Potential  Material  Event"  means  any of the  following:  (i)  the
possession by the Company of material  information  not ripe for disclosure in a
registration statement, which shall be evidenced by determinations in good faith
by the Board of Directors of the Company that disclosure of such  information in
the  registration  statement would be detrimental to the business and affairs of
the Company;  or (ii) any material  engagement  or activity by the Company which
would, in the good faith determination of the Board of Directors of the Company,
be adversely  affected by disclosure in a  registration  statement at such time,
which  determination  shall be accompanied by a good faith  determination by the
Board of  Directors  of the Company  that the  registration  statement  would be
materially misleading absent the inclusion of such information.

      (c) "Register,"  "Registered," and "Registration"  refer to a registration
effected by  preparing  and filing a  Registration  Statement or  Statements  in
compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act or any  successor  rule  providing  for offering  securities on a continuous
basis ("Rule 415"),  and the  declaration or ordering of  effectiveness  of such
Registration  Statement by the United States Securities and Exchange  Commission
(the "SEC").

      (d) "Registrable  Securities"  means the Conversion Shares and the Warrant
Shares.

      (e) "Registration Statement" means a registration statement of the Company
under the Securities Act.

      (f)  "Required  Effective  Date" means the  relevant  Anticipated  Initial
Effective  Date or  Anticipated  Subsequent  Effective  Date (as those terms are
defined below).

      2. Registration.

      (a) Piggy Back Registration.

      (i) If at any time after the date hereof,  except in  connection  with the
registration statement currently filed for the secondary offering with May Davis
Group, Inc. (SEC File No. 33389419), the Company shall prepare and file with the
SEC, either a Registration  Statement on Form S-1 or an amendment to an existing
Registration  Statement  for the sale of shares of Common

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Stock of the Company, the Company shall, as part of such Registration Statement,
register  for  resale by the  Investor a  sufficient  number of shares of Common
Stock for the Initial  Investors  to sell the  Registrable  Securities  (or such
lesser  number  as may be  required  by the SEC,  but in no event  less than the
number  of  shares  equal to the sum of (A) two  hundred  percent  (200%) of the
number of  shares  into  which the  Preferred  Stock and all  dividends  thereon
through the fifth  anniversary  of the Closing Date would be  convertible at the
time of filing of such Registration  Statement  (assuming for such purposes that
all shares of Preferred Stock,  had been eligible to be converted,  and had been
converted, into Conversion Shares in accordance with their terms, whether or not
such accrual of dividends,  eligibility or conversion had in fact occurred as of
such date) and (B) the number of shares  which would be issued upon  exercise of
all  of the  Warrants  at the  time  of  filing  of the  Registration  Statement
(assuming for such  purposes that all Warrants,  including all Warrants had been
eligible to be exercised and had been exercised in accordance  with their terms,
whether or not such  eligibility  or  exercise  had in fact  occurred as of such
date). The Registration  Statement shall state that, in accordance with Rule 416
and 457 under the Securities  Act, it also covers such  indeterminate  number of
additional  shares of Common Stock as may become issuable upon conversion of the
Preferred Stock and the exercise of the Warrants to prevent  dilution  resulting
from stock splits, or stock dividends.

      (ii) If at any time (an "Increased Registered Shares Date"), the number of
shares of Common Stock  represented by the Registrable  Shares,  issued or to be
issued as  contemplated  by the  Transaction  Agreements,  exceeds the aggregate
number of shares of Common Stock then registered, then,

      (A) if permitted by SEC regulations or practice, the Company shall, within
      ten (10) business days after the Increased  Registered  Shares Date, amend
      the Registration  Statement filed by the Company pursuant to the preceding
      provisions of this Section 2, if such Registration  Statement has not been
      declared effective by the SEC at that time, to register, in the aggregate,
      at least the number of shares (the "Increased Shares Amount") equal to (x)
      (I) the number of shares theretofore issued on conversion of the Preferred
      Stock  (including  any  dividends  paid on  conversion  by the issuance of
      Conversion  Shares) plus (II) two hundred  percent (200%) of the number of
      shares  into  which the  unconverted  Preferred  Stock  and all  dividends
      thereon  through  the  second  anniversary  of the  Closing  Date would be
      convertible  at the Increased  Registered  Shares Date  (assuming for such
      purposes  that all such shares of Preferred  Stock had been eligible to be
      converted,  and had been converted,  into Conversion  Shares in accordance
      with their terms, whether or not such accrual of dividends, eligibility or
      conversion  had in fact  occurred  as of such  date) and (y) the number of
      shares  which  would  be  issued  upon  exercise  of all  of the  Warrants
      (assuming  for such  purposes  that all Warrants  had been  eligible to be
      exercised and had been exercised in accordance  with their terms,  whether
      or not such eligibility or exercise had in fact occurred as of such date);
      and

      (B) If such Registration  Statement has been declared effective by the SEC
      at that time and such  Registration  Statement can not be so amended,  the
      Company  will


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      include such shares in any subsequent or additional Registration Statement
      on  Form  S-1  or  other  appropriate   registration  statement  form  (an
      "Additional  Registration Statement") filed with the SEC so as to register
      the number of shares equal to the excess of the  Increased  Shares  Amount
      over the aggregate number of shares of Common Stock already registered.

            (b) Payments by the Company.

                  (i)  Anything  herein  to the  contrary  notwithstanding,  the
Company agrees that if (A) a Registration  Statement  covering the number of the
shares  contemplated  by the  provisions  of  Section  2(a)(i)  is not  declared
effective  within  ninety  (90)  days  after  the  Initial  Closing  Date,  (the
"Anticipated Initial Effective Date"), (B) a Registration Statement covering the
number of shares  contemplated  by the provisions of Section  2(a)(ii)(A) is not
declared  effective by the earlier of the Anticipated  Initial Effective Date or
sixty (60) days after the  Increased  Registered  Shares  Date (an  "Anticipated
Subsequent Effective Date"), or (C) a Registration Statement covering the number
of shares  contemplated by the provisions of Section 2(a)(ii)(B) is not declared
effective  by sixty (60) days after the  Increased  Registered  Shares  Date (an
"Anticipated  Subsequent  Effective Date"), the Company will make payment to the
Initial  Investor  in such  amounts  and at such  times as  shall be  determined
pursuant to this Section 2(b).

                  (ii) If the  Investor  is  restricted  from  making  sales  of
Registrable  Securities covered by a previously effective Registration Statement
at any time (the date such  restriction  commences,  a  "Restricted  Sale Date")
after the  Effective  Date other than during a Permitted  Suspension  Period (as
defined below),  then the Company will make payments to the Initial  Investor in
such amounts and at such times as shall be  determined  pursuant to this Section
2(b).

                  (iii) The amount  (the  "Periodic  Amount")  to be paid by the
Company to the Initial  Investor shall be determined as of each Computation Date
(as  defined  below)  and such  amount  shall be  equal to the  Periodic  Amount
Percentage (as defined below) of the Purchase Price for all Preferred  Stock for
the period from the date  following  the  relevant  Required  Effective  Date or
Restricted  Sale  Date,  as the case may be, to the first  relevant  Computation
Date, and thereafter to each subsequent  Computation  Date. The "Periodic Amount
Percentage"  means two percent  (2.0%) of the  Purchase  Price of all  Preferred
Stock  (prorated  on a daily  basis if the  period  from the  relevant  Required
Effective Date,  Restricted Sale Date or immediately preceding Computation Date,
as the case may be,  until the next  Computation  Date is less than  thirty (30)
days).  Anything in the  preceding  provisions  of this  paragraph  (iii) to the
contrary  notwithstanding,  after the Effective Date the Purchase Price for such
Preferred Stock shall be deemed to refer to the sum of (X) the principal  amount
of all  Preferred  Stock not yet  converted  and (Y) the Held  Shares  Value (as
defined  below).  The "Held  Shares  Value"  means,  for shares  acquired by the
Investor upon a conversion  within the thirty (30) days preceding the Restricted
Sale  Date,  but not yet  sold by the  Investor,  the  principal  amount  of the
Preferred Stock converted into such Conversion Shares;  provided,  however, that
if the Investor  effected more than one  conversion  during such thirty (30) day
period and sold less than all of such shares, the sold shares shall be deemed to
be derived first from the conversions in the


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sequence of such conversions  (that is, for example,  until the number of shares
from the first of such conversions have been sold, all shares shall be deemed to
be from the first conversion;  thereafter,  from the second conversion until all
such  shares are sold).  By way of  illustration  and not in  limitation  of the
foregoing,  if the  Registration  Statement is not declared  effective until one
hundred  sixty-five  (165) days after the Initial  Closing  Date,  the  Periodic
Amount will  aggregate  five percent (5%) of the Purchase Price of the Preferred
Stock theretofore issued (2% for days 91-120, plus 2% for days 121-150,  plus 1%
for days 151-165).

      (iv) Each Periodic  Amount will be payable by the Company in cash or other
immediately  available funds to the Investor  monthly,  without requiring demand
therefor by the Investor.

      (v) The parties  acknowledge that the damages which may be incurred by the
Investor if the  Registration  Statement  has not been  declared  effective by a
Required Effective Date,  including if the right to sell Registrable  Securities
under  a  previously  effective  Registration  Statement  is  suspended,  may be
difficult to ascertain.  The parties agree that the Periodic Amounts represent a
reasonable  estimate  on  the  part  of the  parties,  as of the  date  of  this
Agreement, of the amount of such damages.

      (vi)  Notwithstanding  the foregoing,  the amounts  payable by the Company
pursuant to this  provision  shall not be payable (i) to the extent any delay in
the effectiveness of the Registration  Statement occurs because of an act of, or
a failure to act or to act timely by the Initial  Investor or its counsel,  (ii)
in the event all of the Registrable  Securities may be sold pursuant to Rule 144
or  another   available   exemption  under  the  Act  without  volume  or  other
restrictions or limits or (iii) with respect to a Permitted Suspension Period.

      (vii)  "Computation  Date"  means (A) the date which is the earlier of (1)
thirty (30) days after any relevant Required Effective Date or a Restricted Sale
Date, as the case may be, or (2) the date after such Required  Effective Date or
Restricted Sale Date on which the Registration  Statement is declared  effective
or has its restrictions  removed, as the case may be, and (B) each date which is
the earlier of (1) thirty (30) days after the previous  Computation  Date or (2)
the date after the previous Computation Date on which the Registration Statement
is declared effective or has its restrictions removed, as the case may be.

      3. Obligations of the Company.  In connection with the registration of the
Registrable Securities, the Company shall do each of the following:

      (a) After filing with the SEC a Registration Statement with respect to not
less than the number of Registrable  Securities  provided in Section 2(a) above,
use its reasonable best efforts to cause such Registration Statement relating to
Registrable  Securities to become  effective by the Required  Effective Date and
keep the  Registration  Statement  effective at all times during the period (the
"Registration Period") continuing until the earliest of (i) the date that is two
(2) years after the last day of the calendar month  following the month in which
the  Effective  Date  occurs,  (ii)


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the date when the Investors may sell all Registrable  Securities  under Rule 144
without volume or other  restrictions  or limits or (iii) the date the Investors
no longer own any of the Registrable  Securities,  which Registration  Statement
(including  any  amendments or supplements  thereto and  prospectuses  contained
therein)  shall not contain any untrue  statement of a material  fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein,  in light of the circumstances in which they were made, not
misleading;

      (b)   Prepare   and  file   with  the  SEC  such   amendments   (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus  used  in  connection  with  the  Registration  Statement  as  may be
necessary to keep the Registration  Statement  effective at all times during the
Registration  Period,  and,  during the  Registration  Period,  comply  with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
Registrable  Securities  of the Company  covered by the  Registration  Statement
until such time as all of such  Registrable  Securities have been disposed of in
accordance  with the intended  methods of  disposition  by the seller or sellers
thereof as set forth in the Registration Statement;

      (c) Permit a single firm of counsel designated by the Initial Investors to
review the Registration  Statement and all amendments and supplements  thereto a
reasonable  period of time (but not less than three (3) business  days) prior to
their  filing  with the SEC,  and not file any  document in a form to which such
counsel reasonably objects;

      (d) Notify each  Investor's  legal  counsel  identified to the Company and
which has  requested  by written  notice to the  Company  that it  receive  such
notification  (which,  until  further  notice,  shall be deemed to be  Krieger &
Prager LLP, Attn: Samuel Krieger, Esq., which firm has requested to receive such
notification;  each, an  "Investor's  Counsel"),  and any managing  underwriters
immediately  (and, in the case of (i)(A) below, not less than three (3) business
days prior to such filing) and (if  requested  by any such Person)  confirm such
notice in writing no later than one (1)  business day  following  the day (i)(A)
when a Prospectus or any Prospectus  supplement or  post-effective  amendment to
the  Registration  Statement  is  proposed  to be filed;  (B)  whenever  the SEC
notifies  the  Company  whether  there will be a "review"  of such  Registration
Statement; (C) whenever the Company receives (or a representative of the Company
receives on its behalf) any oral or written  comments from the SEC in respect of
a Registration Statement (copies or, in the case of oral comments,  summaries of
such comments shall be promptly furnished by the Company to the Investors);  and
(D) with respect to the Registration Statement or any post-effective  amendment,
when the same has become effective;  (ii) of any request by the SEC or any other
Federal or state  governmental  authority for  amendments or  supplements to the
Registration Statement or Prospectus or for additional information; (iii) of the
issuance  by the SEC of any  stop  order  suspending  the  effectiveness  of the
Registration  Statement covering any or all of the Registrable Securities or the
initiation of any proceedings  for that purpose;  (iv) if at any time any of the
representations  or  warranties  of  the  Company  contained  in  any  agreement
(including any underwriting agreement) contemplated hereby ceases to be true and
correct in all  material  respects;  (v) of the  receipt  by the  Company of any
notification  with respect to the suspension of the  qualification  or exemption
from  qualification  of  any of  the  Registrable  Securities  for  sale  in any
jurisdiction,  or the  initiation  or  threatening  of any  proceeding  for such
purpose;  and (vi) of the  occurrence of any event that to the


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best  knowledge  of the Company  makes any  statement  made in the  Registration
Statement  or  Prospectus  or  any  document   incorporated   or  deemed  to  be
incorporated  therein  by  reference  untrue  in any  material  respect  or that
requires  any  revisions  to the  Registration  Statement,  Prospectus  or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, it will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading.  In addition,  the Company shall furnish the  Investor's
Counsel  with  copies  of  all  intended  written   responses  to  the  comments
contemplated  in clause (C) of this Section 3(d) not later than one (1) business
day in  advance  of the  filing  of such  responses  with  the  SEC so that  the
Investors shall have the opportunity to comment thereon;

      (e)  Furnish to the  Investor's  Counsel  (i)  promptly  after the same is
prepared  and  publicly  distributed,  filed with the SEC,  or  received  by the
Company, one (1) copy of the Registration Statement, each preliminary prospectus
and prospectus,  and each amendment or supplement thereto,  and (ii) such number
of copies of a prospectus,  and all amendments and supplements  thereto and such
other documents,  as such Investor may reasonably request in order to facilitate
the disposition of the Registrable Securities owned by such Investor;

      (f) As promptly as practicable  after becoming aware thereof,  notify each
Investor of the happening of any event of which the Company has knowledge,  as a
result of which the prospectus included in the Registration  Statement,  as then
in effect,  includes an untrue  statement of a material fact or omits to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  and use its best  efforts  promptly  to  prepare  a  supplement  or
amendment to the Registration Statement or other appropriate filing with the SEC
to correct such untrue statement or omission,  and deliver a number of copies of
such  supplement or amendment to each  Investor as such Investor may  reasonably
request;

      (g) As promptly as practicable  after becoming aware thereof,  notify each
Investor  who holds  Registrable  Securities  being sold (or, in the event of an
underwritten  offering, the managing underwriters) of the issuance by the SEC of
a Notice of  Effectiveness  or any notice of  effectiveness or any stop order or
other  suspension  of the  effectiveness  of the  Registration  Statement at the
earliest possible time;

      (h)  Notwithstanding  the  foregoing,  if at any time or from time to time
after the date of  effectiveness  of the  Registration  Statement,  the  Company
notifies  the  Investors  in writing of the  existence  of a Potential  Material
Event,  the Investors  shall not offer or sell any  Registrable  Securities,  or
engage  in any  other  transaction  involving  or  relating  to the  Registrable
Securities,  from the time of the giving of notice  with  respect to a Potential
Material Event until such Investor receives written notice from the Company that
such  Potential  Material  Event  either has been  disclosed to the public or no
longer  constitutes a Potential  Material  Event;  provided,  however,  that the
Company may not so suspend the right to such holders of  Registrable  Securities
during the periods the Registration  Statement is required to be in effect other
than  during a  Permitted  Suspension  Period.  The term  "Permitted  Suspension
Period" means up to two  suspension  periods  during any  consecutive  12-


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month period,  each of which suspension  period shall not either (i) be for more
than twenty (20) days or (ii) begin less than ten (10)  business  days after the
last day of the preceding suspension (whether or not such last day was during or
after a Permitted  Suspension Period);  provided further that the Company shall,
if lawful to do so,  provide the Investor  with at least two (2) business  days'
notice of the existence (but not the substance of) a Potential Material Event;

      (i) Use its reasonable  efforts to secure and maintain the  designation of
all the  Registrable  Securities  covered by the  Registration  Statement on the
"NASDAQ/SmallCap  Market" of the  National  Association  of  Securities  Dealers
Automated Quotations System ("NASDAQ") within the meaning of Rule 11Aa2-1 of the
SEC under the Securities  Exchange Act of 1934, as amended (the "Exchange Act"),
and the quotation of the Registrable  Securities on The NASDAQ/SmallCap  Market;
and, without  limiting the generality of the foregoing,  to arrange for at least
two market  makers to  register  with the  National  Association  of  Securities
Dealers, Inc. ("NASD") as such with respect to such Registrable Securities;

      (j) Provide a transfer agent and registrar,  which may be a single entity,
for  the  Registrable  Securities  not  later  than  the  effective  date of the
Registration Statement;

      (k) Cooperate  with the Investors who hold  Registrable  Securities  being
offered to facilitate the timely  preparation and delivery of  certificates  for
the Registrable  Securities to be offered pursuant to the Registration Statement
and  enable  such  certificates  for the  Registrable  Securities  to be in such
denominations  or amounts as the case may be, as the  Investors  may  reasonably
request, and, within five (5) business days after a Registration Statement which
includes  Registrable  Securities  is ordered  effective by the SEC, the Company
shall deliver, and shall cause legal counsel selected by the Company to deliver,
to the  transfer  agent  for the  Registrable  Securities  (with  copies  to the
Investors  whose  Registrable  Securities  are  included  in  such  Registration
Statement) an appropriate instruction and opinion of such counsel; and

      (l) Take all other reasonable actions necessary to expedite and facilitate
disposition  by the  Investor  of the  Registrable  Securities  pursuant  to the
Registration Statement.

      4.  Obligations of the Investors.  In connection with the  registration of
the Registrable Securities, the Investors shall have the following obligations:

      (a) The Investor shall furnish to the Company such  information  regarding
itself,  the  Registrable  Securities  held by it,  and the  intended  method of
disposition  of the  Registrable  Securities  held by it, as shall be reasonably
required to effect the  registration  of such  Registrable  Securities and shall
execute such documents in connection  with such  registration as the Company may
reasonably request. At least ten (10) days prior to the first anticipated filing
date of the  Registration  Statement,  the Company shall notify each Investor of
the  information  the Company  requires from each such Investor (the  "Requested
Information")  if such Investor has any Registrable  Securities  included in the
Registration Statement.


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      (b)  Each  Investor,  by such  Investor's  acceptance  of the  Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of the  Registration
Statement hereunder, unless such Investor has notified the Company in writing of
such  Investor's  election  to  exclude  all  of  such  Investor's   Registrable
Securities from the Registration Statement; and

      (c) Each Investor agrees that, upon receipt of any notice from the Company
of the  happening  of any event of the kind  described  in Section 3(e) or 3(f),
above,  such Investor will  immediately  discontinue  disposition of Registrable
Securities  pursuant to the  Registration  Statement  covering such  Registrable
Securities  until such Investor's  receipt of the copies of the  supplemented or
amended  prospectus  contemplated by Section 3(e) or 3(f) and, if so directed by
the Company,  such Investor  shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a  certificate  of  destruction)
all  copies in such  Investor's  possession,  of the  prospectus  covering  such
Registrable Securities current at the time of receipt of such notice.

      5.  Expenses  of  Registration.   All  reasonable   expenses  (other  than
underwriting  discounts and commissions of the Investor)  incurred in connection
with  registrations,  filings  or  qualifications  pursuant  to  Section  3, but
including,  without limitation,  all registration,  listing,  and qualifications
fees,  printers and accounting  fees, the fees and  disbursements of counsel for
the  Company  shall be borne by the  Company.  In  addition,  a fee for a single
counsel to review the  Registration  Statement on behalf of the Investors  equal
to, in the aggregate for all Investors, $3,500, shall be borne by the Company.

      6. Indemnification.  In the event any Registrable  Securities are included
in a Registration Statement under this Agreement:

      (a) To the extent  permitted by law, the Company will  indemnify  and hold
harmless each Investor who holds such Registrable Securities,  the directors, if
any, of such Investor,  the officers, if any, of such Investor,  each person, if
any, who controls any Investor  within the meaning of the  Securities Act or the
Exchange Act (each, an "Indemnified Person" or "Indemnified Party"), against any
losses,  claims,  damages,  liabilities or expenses (joint or several)  incurred
(collectively,  "Claims")  to which  any of them may  become  subject  under the
Securities  Act,  the  Exchange  Act or  otherwise,  insofar as such  Claims (or
actions or proceedings,  whether  commenced or threatened,  in respect  thereof)
arise out of or are based upon any of the  following  statements,  omissions  or
violations  in  the  Registration  Statement,  or any  post-effective  amendment
thereof, or any prospectus included therein: (i) any untrue statement or alleged
untrue statement of a material fact contained in the  Registration  Statement or
any  post-effective  amendment  thereof or the  omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein not  misleading,  (ii) any untrue  statement or alleged
untrue  statement  of a material  fact  contained  in the final  prospectus  (as
amended  or  supplemented,  if  the  Company  files  any  amendment  thereof  or
supplement  thereto with the SEC) or the  omission or alleged  omission to state
therein any material fact  necessary to make the  statements  made  therein,  in
light of the  circumstances  under which the  statements  therein were made, not
misleading  or (iii) any  violation


                                        9

<PAGE>

or alleged violation by the Company of the Securities Act, the Exchange Act, any
state  securities law or any rule or regulation  under the  Securities  Act, the
Exchange Act or any state  securities law (the matters in the foregoing  clauses
(i) through (iii) being, collectively,  "Violations").  Subject to clause (b) of
this Section 6, the Company  shall  reimburse  the  Investors,  promptly as such
expenses  are  incurred  and are due and  payable,  for any legal  fees or other
reasonable  expenses  incurred  by  them in  connection  with  investigating  or
defending  any such Claim.  Notwithstanding  anything to the contrary  contained
herein, the  indemnification  agreement contained in this Section 6(a) shall not
(I) apply to a Claim  arising out of or based upon a Violation  which  occurs in
reliance upon and in  conformity  with  information  furnished in writing to the
Company  by or on  behalf  of  any  Indemnified  Person  expressly  for  use  in
connection  with  the  preparation  of the  Registration  Statement  or any such
amendment  thereof  or  supplement  thereto,  after  such  prospectus  was  made
available by the Company  pursuant to Section 3(c) hereof;  (II) be available to
the extent such Claim is based on a failure of the  Investor to deliver or cause
to be delivered the prospectus made available by the Company or the amendment or
supplement  thereto made  available  by the  Company;  (III) be available to the
extent such Claim is based on the delivery of a prospectus by the Investor after
receiving  notice from the Company under Section 3(e),  (f) or (g) hereof (other
than a notice regarding the  effectiveness of the Registration  Statement or any
amendment or supplement thereto), or (IV) apply to amounts paid in settlement of
any Claim if such  settlement is effected  without the prior written  consent of
the Company,  which consent shall not be unreasonably  withheld or delayed. Each
Investor  will  indemnify  the Company and its  officers,  directors  and agents
(each,  an  "Indemnified  Person" or  "Indemnified  Party")  against  any claims
arising out of or based upon a Violation  which  occurs in reliance  upon and in
conformity with information furnished in writing to the Company, by or on behalf
of such Investor,  expressly for use in connection  with the  preparation of the
Registration  Statement or the amendment or supplement thereto,  subject to such
limitations and conditions as are applicable to the Indemnification  provided by
the Company to this  Section 6. Such  indemnity  shall  remain in full force and
effect regardless of any  investigation  made by or on behalf of the Indemnified
Person and shall  survive the  transfer  of the  Registrable  Securities  by the
Investors pursuant to Section 9.

      (b) Promptly after receipt by an Indemnified  Person or Indemnified  Party
under this Section 6 of notice of the commencement of any action  (including any
governmental  action),  such Indemnified Person or Indemnified Party shall, if a
Claim in respect thereof is to be made against any indemnifying party under this
Section  6,  deliver  to  the  indemnifying   party  a  written  notice  of  the
commencement  thereof  and the  indemnifying  party  shall  have  the  right  to
participate in, and, to the extent the  indemnifying  party so desires,  jointly
with any other indemnifying  party similarly  noticed,  to assume control of the
defense thereof with counsel mutually satisfactory to the indemnifying party and
the Indemnified Person or the Indemnified Party, as the case may be. In case any
such action is brought against any Indemnified  Person or Indemnified Party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to  participate  in, and, to the extent that it may wish,
jointly with any other indemnifying party similarly notified, assume the defense
thereof,  subject to the  provisions  herein  stated and after  notice  from the
indemnifying  party  to such  Indemnified  Person  or  Indemnified  Party of its
election so to assume the defense thereof,  the  indemnifying  party will not be
liable to such Indemnified  Person or Indemnified Party under this Section 6 for
any legal or other reasonable  out-of-pocket  expenses  subsequently


                                       10

<PAGE>


incurred by such Indemnified  Person or Indemnified Party in connection with the
defense  thereof  other  than  reasonable  costs of  investigation,  unless  the
indemnifying  party  shall not pursue the  action of its final  conclusion.  The
Indemnified  Person or Indemnified Party shall have the right to employ separate
counsel in any such action and to  participate in the defense  thereof,  but the
fees and reasonable  out-of-pocket  expenses of such counsel shall not be at the
expense of the  indemnifying  party if the  indemnifying  party has  assumed the
defense of the action with counsel  reasonably  satisfactory  to the Indemnified
Person or  Indemnified  Party  provided  such counsel is of the opinion that all
defenses   available  to  the  Indemnified  Party  can  be  maintained   without
prejudicing  the  rights  of the  indemnifying  party.  In no  event  shall  the
Indemnifying  Party be responsible  for the legal fees and expenses of more than
one separate  counsel for the Indemnified  Person or the  Indemnified  Party.The
failure to deliver written notice to the indemnifying  party within a reasonable
time of the commencement of any such action shall not relieve such  indemnifying
party of any liability to the Indemnified Person or Indemnified Party under this
Section 6, except to the extent that the indemnifying party is prejudiced in its
ability to defend such action.  The  indemnification  required by this Section 6
shall be made by periodic  payments of the amount  thereof  during the course of
the  investigation  or defense,  as such expense,  loss,  damage or liability is
incurred and is due and payable.

      7.  Contribution.  To the extent any  indemnification  by an  indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable  under  Section  6 to the  fullest  extent  permitted  by law;  provided,
however,  that (a) no contribution shall be made under  circumstances  where the
maker would not have been liable for  indemnification  under the fault standards
set  forth in  Section  6; (b) no  seller of  Registrable  Securities  guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities Act) shall be entitled to contribution from any seller of Registrable
Securities  who was not  guilty of such  fraudulent  misrepresentation;  and (c)
except where the seller has committed fraud (other than a fraud by reason of the
information included or omitted from the Registration  Statement as to which the
Company  has not  given  notice as  contemplated  under  Section  3  hereof)  or
intentional  misconduct,  contribution  by any seller of Registrable  Securities
shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.

      8. Reports  under  Exchange  Act.  With a view to making  available to the
Investors the benefits of Rule 144  promulgated  under the Securities Act or any
other  similar  rule or  regulation  of the SEC that may at any time  permit the
Investors to sell  securities of the Company to the public without  registration
("Rule 144"), the Company agrees to:

      (a)  make and keep  public  information  available,  as  those  terms  are
understood and defined in Rule 144;

      (b) file with the SEC in a timely  manner all reports and other  documents
required of the Company under the Securities Act and the Exchange Act; and


                                       11

<PAGE>


      (c) furnish to each  Investor so long as such  Investor  owns  Registrable
Securities,  promptly upon request,  (i) a written statement by the Company that
it has complied with the reporting  requirements of Rule 144, the Securities Act
and the Exchange Act, (ii) a copy of the most recent annual or quarterly  report
of the Company and such other  reports and documents so filed by the Company and
(iii)  such  other  information  as may be  reasonably  requested  to permit the
Investors to sell such securities pursuant to Rule 144 without registration.

      9. Assignment of the Registration  Rights.  The rights to have the Company
register   Registrable   Securities   pursuant  to  this   Agreement   shall  be
automatically  assigned by the Investors to any  transferee  of the  Registrable
Securities  (or  all or  any  portion  of any  unconverted  Preferred  Stock  or
unexercised  Warrant)  only if:  (a) the  Investor  agrees in  writing  with the
transferee  or assignee to assign such rights,  and a copy of such  agreement is
furnished to the Company within a reasonable time after such assignment, (b) the
Company  is,  within a  reasonable  time  after  such  transfer  or  assignment,
furnished with written notice of (i) the name and address of such  transferee or
assignee and (ii) the securities with respect to which such registration  rights
are being  transferred or assigned,  (c) immediately  following such transfer or
assignment  the further  disposition  of such  securities  by the  transferee or
assignee is restricted  under the Securities Act and applicable state securities
laws,  (d) at or  before  the time  the  Company  received  the  written  notice
contemplated by clause (b) of this sentence the transferee or assignee agrees in
writing with the Company to be bound by all of the provisions  contained herein,
and (e) such  transfer of  Registrable  Securities is completed and disclosed to
the Company  prior to the initial  Effective  Date or involves  the  transfer of
Registrable Securities resulting from the conversion of Preferred Stock having a
liquidation preference of at least $100,000. In the event of any delay in filing
or effectiveness  of the Registration  Statement as a result of such assignment,
the Company shall not be liable for any damages  arising from such delay, or the
payments set forth in Section 2(c) hereof arising from such delay.

      10. Amendment of Registration  Rights. Any provision of this Agreement may
be amended and the observance  thereof may be waived  (either  generally or in a
particular  instance and either  retroactively or prospectively),  only with the
written  consent of the  Company  and  Investors  who hold a  sixty-seven  (67%)
percent interest of the Registrable Securities (as calculated by the liquidation
preference of the Preferred Stock without any reference to the Warrant  Shares).
Any  amendment or waiver  effected in  accordance  with this Section 10 shall be
binding upon each Investor and the Company.

      11. Miscellaneous.

      (a) A person or entity is deemed to be a holder of Registrable  Securities
whenever such person or entity owns of record such  Registrable  Securities.  If
the Company receives conflicting instructions,  notices or elections from two or
more persons or entities with respect to the same  Registrable  Securities,  the
Company shall act upon the basis of  instructions,  notice or election  received
from the registered owner of such Registrable Securities.


                                       12

<PAGE>

      (b) Notices  required or permitted to be given hereunder shall be given in
the manner  contemplated  by the Securities  Purchase  Agreement,  (i) if to the
Company or to the Initial Investor,  to their respective address contemplated by
the Securities Purchase Agreement,  and (iii) if to any other Investor,  at such
address as such Investor  shall have  provided in writing to the Company,  or at
such other  address as each such party  furnishes by notice given in  accordance
with this Section 11(b).

      (c)  Failure  of any party to  exercise  any right or  remedy  under  this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

      (d) This Agreement shall be governed by and interpreted in accordance with
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 Agreement and hereby  waives,  to the maximum extent
permitted by law, any  objection,  including  any  objection  based on forum non
coveniens, to the bringing of any such proceeding in such jurisdictions.  To the
extent  determined by such court,  either party hereto shall reimburse the other
party for any reasonable legal fees and disbursements  incurred by such party in
enforcement of or protection of any of its rights under this Agreement.

      (e) If any provision of this Agreement  shall be invalid or  unenforceable
in any jurisdiction,  such invalidity or  unenforceability  shall not affect the
validity or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction.

      (f) Subject to the requirements of Section 9 hereof,  this Agreement shall
inure to the benefit of and be binding upon the  successors  and assigns of each
of the parties hereto.

      (g) All  pronouns  and any  variations  thereof  refer  to the  masculine,
feminine or neuter, singular or plural, as the context may require.

      (h) The headings in this  Agreement are for  convenience of reference only
and shall not limit or otherwise affect the meaning thereof.

      (i) This  Agreement may be executed in one or more  counterparts,  each of
which shall be deemed an original but all of which shall  constitute one and the
same agreement.  This Agreement,  once executed by a party,  may be delivered to
the other party hereto by telephone  line  facsimile  transmission  of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.

      (j) The  Company  acknowledges  that any failure by the Company to perform
its  obligations  under  Section 3(a) hereof,  or any delay in such  performance
could result in loss to the


                                       13

<PAGE>

Investors,  and the Company agrees that, in addition to any other  liability the
Company may have by reason of such failure or delay, the Company shall be liable
for all direct damages  caused by any such failure or delay,  unless the same is
the result of force  majeure.  Neither  party shall be liable for  consequential
damages.

      (k) This  Agreement  constitutes  the entire  agreement  among the parties
hereto with respect to the subject  matter  hereof.  There are no  restrictions,
promises, warranties or undertakings,  other than those set forth or referred to
herein. This Agreement  supersedes all prior agreements and understandings among
the parties hereto with respect to the subject matter hereof. This Agreement may
be amended only by an  instrument  in writing  signed by the party to be charged
with enforcement thereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       14

<PAGE>

      IN WITNESS  WHEREOF,  the parties  have caused this  Agreement  to be duly
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.

                                                COMPANY:
                                                NATURAL HEALTH TRENDS CORP.


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


                                                INITIAL INVESTOR:

                                                --------------------------------
                                                [Print Name of Initial Investor]


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