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                AMENDMENT NO. 1 TO FOUNDER COMPENSATION AGREEMENT

         AMENDMENT NO. 1 to the Founder Compensation Agreement (this
"Amendment"), dated as of April 8, 2001, by and between Lexxus International,
Inc., a Delaware corporation ("Lexxus"), Natural Health Trends Corp, a Florida
corporation ("NHTC"), Rodney Sullivan, and Pam Sullivan (collectively referred
to herein as "Sullivan"), Michael Bray ("Bray") and Jeff Provost ("Provost").

         WHEREAS, Lexxus, NHTC, Sullivan, Bray and Provost are parties to that
certain Founders Compensation Agreement, dated as of April 8, 2001, a copy of
which is attached hereto as Exhibit A (the "Existing Agreement") (capitalized
terms used herein and not otherwise defined shall have the respective meanings
sets forth in the Existing Agreement); and

         WHEREAS, Lexxus, NHTC, Sullivan, Bray and Provost have agreed to amend
the terms of the cash compensation payable to Sullivan, Bray and Provost set
forth in the Existing Agreement.

         NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows:


         1. Effective as of the date hereof, the Existing Agreement is hereby
amended as follows:

                  A. All references to services previously provided to Lexxus
         and/or NHTC by Sullivan, Bray and Provost shall be deleted in its
         entirety.

                  B. The following new paragraph (d) shall be inserted under
         Item 1. Cash Compensation:

                           (d) The obligation of Lexxus to pay Sullivan, Bray
                  and Provost as set forth in this Section 1 is contingent upon
                  each of Sullivan, Bray and Provost providing at least eighty
                  (80) hours of consulting services (the "minimum amount of
                  consulting services") to NHTC or Lexxus during each calendar
                  year. The consulting services shall include recruiting of new
                  distributors, training of distributors, support and assistance
                  at associate meetings, or other similar activities requested
                  by NHTC or Lexxus. Refusal or failure by any party to render
                  the minimum amount of consulting services by December 31st of
                  each calendar year will result in forfeiture of the cash
                  compensation due to them for the succeeding calendar year.
                  Payments of the cash consideration



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                  shall be reinstated at the end of the calendar year during
                  which the party provided the minimum amount of consulting
                  services required from prior years in addition to completion
                  of the minimum amount of consulting services for the current
                  year.

                  C. Section 7 of the Existing Agreement shall be deleted in its
         entirety.

         2. Amendment. Lexxus, NHTC, Sullivan, Bray and Provost each agree that
this Amendment is not intended and shall not be deemed as an amendment of any
other term, condition, covenant or obligation or other provision of the Existing
Agreement, all of which shall remain in full force and effect.

         3. Assignment. Except to the extent provided herein, no party hereto
may assign (by operation of law or otherwise) this Amendment or any of its
rights, interests, or obligations hereunder without the prior written consent of
the other party in its sole and absolute discretion.

         5. Headings. The headings in this Amendment are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         6. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Texas without regard to principles of
conflicts of law.

         7. Counterparts. This Amendment may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                         (Signatures on following page)




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IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first written above.



         LEXXUS INTERNATIONAL, INC.                  NATURAL HEALTH TRENDS CORP.


         By: /s/ Mark Woodburn                       By: /s/ Mark Woodburn
            --------------------------                  -----------------------
         Name:  Mark Woodburn                        Name: Mark Woodburn
         Title: President                            Title: President


         /s/ Michael Bray                            /s/ Rodney Sullivan
         -----------------------------               --------------------------
         Michael Bray                                Rodney Sullivan

         /s/ Jeff Provost                            /s/ Pam Sullivan
         -----------------------------               --------------------------
         Jeff Provost                                Pam Sullivan


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