CONVERTIBLE PROMISSORY NOTE

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


$138,000                                                      December 31, 2001


                  FOR VALUE RECEIVED, NATURAL HEALTH TRENDS CORP., a Florida
corporation, having an office at 5605 North MacArthur Boulevard, 11th floor,
Irving, TX 75038 (the "Maker"), hereby promises to pay to the order of Augusta
Street LLC, (the "Payee"), at the office of the Payee or at such place as the
Payee of this Note may designate in writing from time to time on December 31,
2002 ("Due Date"), the principal sum of One Hundred Thirty-Eight Thousand
Dollars ($138,000) together with interest thereon at the prime rate as published
in the Wall Street Journal on the date hereof 4.75%.

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

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

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

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

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

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

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

<PAGE>

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


<PAGE>

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

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

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

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

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

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

                  This Note may not be amended, modified, supplemented or
terminated unless by written instrument signed by both parties.

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


<PAGE>



                  For and in consideration of the mutual covenants and
obligations set forth in this Promissory Note and other good and valuable
consideration, the receipt of which is hereby acknowledged, Maker hereby
releases and forever discharges, and by these presents does for its
subsidiaries, if any (direct or indirect), and itself and its predecessors,
successors, affiliates and assigns ("Releasors"), remise, release and forever
discharge and hold harmless Payee and each of its predecessors, affiliates,
subsidiaries (direct or indirect), shareholders, members, officers, directors,
employees, agents or attorneys, advisers, successors and assigns ("Lenders"), of
and from and against all manner of action and actions, cause and causes of
action (whether individual, derivative or representative), suits, debts, dues,
sums of money, accounts, fees, reckonings, bonds, bills, specialties, covenants,
contracts, controversies, agreements, promises, damages, costs, expenses, claims
and demands whatsoever, in law or in equity which the Releasors ever had, now
have, or which hereinafter can, shall or may have by reason of any matter, claim
or cause of action of any kind whatsoever, from the beginning of the world to
the date of this Agreement, whether known or unknown, including, without
limitation, those relating in any way to: (i) this Promissory Note or (ii) the
prosecution of any claim, defense, setoff, or counterclaim which the Releasors
ever had, now have or may have against Lenders in prior financings or
investments, provided, however, that nothing herein shall be construed or deemed
to release any covenants or agreements of the Maker contained in this Promissory
Note.

                  The Payee of this Note is entitled, at its option, to convert
at any time, the principal amount of this Note at a conversion price equal to
seventy-five percent (75%) of the five day average closing bid price of the
Common Stock, as reported by BLOOMBERG, L.P. for the five trading days
immediately preceding the applicable Conversion Date (the "Conversion Price").
Conversion shall be effectuated by delivery (via facsimile) of the form of
conversion notice attached hereto as Exhibit A (the "Conversion Notice"),
executed by the Payee of the Note evidencing the Payee's intention to convert
this Note or a specified portion (as above provided) hereof, and accompanied, if
required by the Maker by proper assignment hereof in blank. No fractional shares
or scrip representing fractions of shares will be issued on conversion, but the
number of shares issuable shall be rounded to the nearest whole share. The date
on which notice of conversion is given (the "Conversion Date") shall be deemed
to be the date on which the Payee has delivered the Conversion Notice duly
executed, to the Maker. Facsimile delivery of the Conversion Notice shall be
accepted by the Maker. Certificates representing shares of Common Stock upon
conversion will be delivered within five (5) business days from the Conversion
Date.

                  The shares to be issued pursuant to this Note ("Registrable
Securities") shall contain unlimited piggyback registration rights. Payee's
piggyback registration rights in the form of Annex A hereto, which shall
commence on the date hereof and shall terminate three (3) years after the date
hereof. The Maker shall bear the costs of such registrations.

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

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

<PAGE>

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

                  This Promissory Note shall be governed by and construed and
enforced in accordance with the internal laws of the State of New York without
regard to the principles of conflicts of law thereof. Each party hereby
irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in the City of New York, borough of Manhattan, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is improper. Each party hereby irrevocably
waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof to such party at the
address in effect for notices to it under this Promissory Note and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Maker hereby irrevocably
submits to the jurisdiction of such state and to service of process by certified
or registered mail at Maker's last known address. The Maker and Payee hereby
irrevocably waive a trial by jury in any action, proceeding or counterclaim
brought by either of the parties hereto against the other in respect of any
matter arising out of or in connection with this Note.

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



                                                    NATURAL HEALTH TRENDS CORP.


                                                By:_____________________________
                                                    Name: Mark Woodburn
                                                    Title: President