##### Table of Contents



UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission file number: 0-26272
 NATURAL HEALTH TRENDS CORP.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    59-2705336
(I.R.S. Employer
Identification No.)
 2050 Diplomat Drive 
Dallas, Texas
(Address of principal executive offices)
    
    75234
(Zip code)
   Title of each classCommon Stock, $0.001 par value
    
    Name of each exchange on which registeredThe Nasdaq Stock Market LLC
(Nasdaq Capital Market)
 None
 o þ
 o þ
 þ o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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##### 



PagePART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    1Item 11. Executive Compensation
    
    
    3Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    9Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    11Item 14. Principal Accounting Fees and Services
    
    
    14PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    14Signatures
    
    
    15Certification of Principal Executive OfficerCertification of Principal Financial Officer




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FORWARD-LOOKING STATEMENTS
    
    
    we may continue to experience substantial negative cash flows;
    
    we may need to seek additional debt or equity financing;
    
    we face risks related to an SEC investigation and securities and other litigation;
    
    we could be adversely affected by additional audit committee investigations;
    
    our ability to attract and retain distributors;
    
    our ability to recruit and retain key management, directors and consultants;
    
    our inability to directly control the marketing of our products;
    
    our inability to control our distributors to the same extent as if they were our own
employees;
    
    our ability to protect or use our intellectual property rights;
    
    claims against us that could arise from the misconduct of some of our former officers
and directors;
    
    adverse publicity associated with our products, ingredients or network marketing
programs, or those of similar companies;
    
    our ability to maintain or expand the number of our distributors or their productivity
levels;
    
    changes to our distributor compensation plan may not be accepted;
    
    our dependence on our Hong Kong and China market for most of our revenue;
    
    regulatory matters pertaining to direct-selling laws, particularly in China;
    
    we could be required to modify our compensation plan in China in a way that could
adversely affect our business;
    
    activities of our members in China could adversely affect our Hong Kong e-commerce
model;
    
    our inability to obtain a direct-selling license in China;
    
    our failure to properly pay business taxes or customs duties, including those of China;
    
    risks associated with operating internationally;
    
    risks associated with the amount of compensation paid to distributors, which can affect
our profitability;
    
    we rely on our suppliers product liability insurance and product liability claims could
hurt our business;




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
    
    our internal controls and accounting methods may require further modification;
    
    we could be adversely affected if we fail to maintain an effective system of internal
controls;
    
    risks associated with our reliance on information technology systems;
    
    risks associated with the extensive regulation of our business and the implications of
changes in such regulations;
    
    currency exchange rate fluctuations could lower our revenue and net income;
    
    failure of new products to gain distributor or market acceptance;
    
    failure of our information technology system could harm our business;
    
    we have a limited product line;
    
    our reliance on outside manufacturers;
    
    the intensely competitive nature of our business;
    
    terrorist attacks, cyber attacks, acts of war or other disasters, particularly given the
scope of our international operations;
    
    disappointing quarterly revenue or operating results, which could adversely affect our
stock price;
    
    our common stock is particularly subject to volatility because of the industry in which
we operate;
    
    consequences arising if an active public trading market for our common stock does not
continue;
    
    consequences if we fail to regain compliance with applicable Nasdaq requirements;
    
    adverse consequences if securities analysts publish adverse research or reports, or
otherwise fail to cover us at all;
    
    our failure to wisely apply the proceeds derived from our May and October 2007
financings effectively;
    
    adverse cash flow consequences from leverage and debt service obligations;
    
    substantial cash payments could be required upon an event of default under our variable
rate convertible debentures;
    
    failure to maintain the registration statements covering the resale of shares of common
stock for certain investors will result in liquidated damages;
    
    covenants and restrictions in certain investor agreements could restrict our ability to
operate our business;
    
    the implications of the actual or anticipated conversion or exercise of our convertible
securities; and
    
    future sales by us or our stockholders of shares of common stock could depress the
market price of our common stock.




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Part III
 
 Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  Randall A. Mason.
 Stefan W. Zuckut.
  Chris T. Sharng.
 Timothy S. Davidson
 Gary C. Wallace.
 John F. Cavanaugh
 1




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Section 16(A) Beneficial Ownership Reporting Compliance
   Code of Ethics
  Audit Committee Matters
  2




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Item 11. EXECUTIVE COMPENSATION
  Summary Compensation Table
 StockSalary
    
    
    Bonus
    
    
    Awards1
    
    
    
    
    
    
    
    
    
    
    TotalName and Principal Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    Option Awards
    
    
    All Other
    
    
    ($)Chris T. Sharng, President
    
    
    2006
    
    
    $
    250,000
    
    
    $
    
    
    
    $
    
    
    
    $
    139,427
    
    
    $
    9,900
    3
    
    $
    399,3272007
    
    
    
    250,000
    
    
    
    
    
    
    
    193,792
    
    
    
    
    
    
    
    10,125
    3
    
    
    453,917Curtis E. Broome, former Worldwide
    
    
    2006
    
    
    
    250,000
    
    
    
    50,000
    
    
    
    
    
    
    
    85,895
    
    
    
    112,000
    7
    
    
    497,895President of NHT Global
    
    
    2007
    
    
    
    250,000
    
    
    
    
    
    
    
    64,295
    
    
    
    
    
    
    
    161,507
    7
    
    
    475,802John F. Cavanaugh,
    
    
    2006
    
    
    
    193,462
    
    
    
    89,200
    
    
    
    
    
    
    
    17,025
    
    
    
    9,900
    3
    
    
    309,587President of MarketVision
    
    
    2007
    
    
    
    211,032
    
    
    
    
    
    
    
    67,533
    
    
    
    
    
    
    
    9,496
    3
    
    
    280,061Stephanie S. Hayano, former
    
    
    2006
    
    
    
    126,923
    
    
    
    92,500
    4
    
    
    
    
    
    
    37,804
    5
    
    
    41,448
    6
    
    
    298,675Chief Executive Officer and President
    
    
    2007
    
    
    
    49,482
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    271,716
    6
    
    
    321,198
 
 1
    
    The amounts appearing in the Stock Awards column
represent the SFAS No. 123(R) compensation expense, prior to any estimated
forfeitures, recognized during fiscal 2007 for stock awards granted and for
stock options exchanged for stock awards during fiscal 2007. See Note 9 of
Notes to Consolidated Financial Statements included in the Companys Annual
Report on Form 10-K for the year ended December 31, 2007, and Named Executive
Officer Compensation Arrangements below.2
    
    The amounts appearing in the Option Awards column
represent the SFAS No. 123(R) compensation expense, prior to any estimated
forfeitures, recognized during fiscal 2006. See Note 9 of Notes to
Consolidated Financial Statements included in the Companys Annual Report on
Form 10-K for the year ended December 31, 2007, and Named Executive Officer
Compensation Arrangements below.3
    
    Represents employer matching contributions under the
Companys defined contribution plan.4
    
    Includes a $30,000 signing bonus and a $62,500
guaranteed bonus for fiscal 2006.5
    
    Ms. Hayanos employment with us terminated before any
of these options vested, so they were all forfeited.6
    
    Includes a housing allowance of $27,500 and personal
travel expenses of $13,948 during fiscal 2006, and severance payments of
$253,846, a housing allowance of $5,000 and vacation compensation of $12,870 during fiscal 2007.7
    
Includes an annual housing and living allowance equal to $112,000
per annum. Year 2007 also includes $31,507 for unused vacation through
December 31, 2007, $12,179 for tax preparation services and $5,821 for
relocation expenses. 3




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Outstanding Equity Awards at December 31, 2007
 Stock AwardsMarket Value of SharesNumber of Shares or
    
    or Units of Stock ThatUnits of Stock That
    
    Have Not VestedName
    
    Have Not Vested (#)
    
    ($)1Chris T. Sharng
    
    
    107,033
    2
    
    $
    129,51030,000
    3
    
    
    36,300Curtis E. Broome
    
    
    
    
    
    
    John F. Cavanaugh
    
    
    140,758
    2
    
    
    170,31720,000
    3
    
    
    24,200Stephanie S. Hayano
    
    
    
    
    
    
    
 
 1
    
    Market value is computed by multiplying the closing
market price of the Companys stock as of December 31, 2007 of $1.21 per share
by the number of shares of stock that have not vested.2
    
    One-twelfth of the shares will vest quarterly on March
15, June 15, September 15, and December 15 of each year through March 15, 2010.3
    
    Two-twelfths of the shares will vest on June 15, 2008,
and one-twelfth of the shares will vest quarterly on March 15, June 15,
September 15, and December 15 of each year thereafter through December 15,
2010. 4




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Named Executive Officer Compensation Arrangements
 Chris T. Sharng st
 Curtis E. Broome.
 John F. Cavanaugh st
 Stephanie S. Hayano
 Stock Option Grants.
 2007 Restricted Stock Grants
 2007 Exchange of Restricted Stock for Stock Options
 5




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##### Table of Contents



Severance and Post-Termination Payment Arrangements
  Chris T. Sharng.
     Curtis E. Broome.
 6




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John F. Cavanaugh
  Stephanie S. Hayano.
   Director Compensation
    7




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2007 Director Compensation
 Fees Earnedor Paid
    
    
    Stock Awards
    
    
    All OtherName
    
    in Cash ($)
    
    
    ($)(5)
    
    
    Compensation
    
    
    Total ($)Anthony B. Martino (1)
    
    $
    48,000
    
    
    $
    63,600
    
    
    $
    
    
    
    $
    111,600Randall A. Mason
    
    
    64,000
    
    
    
    85,501
    
    
    
    
    
    
    
    149,501Terrence M. Morris (2)
    
    
    6,667
    
    
    
    
    
    
    
    29,997
    (6)
    
    
    36,664Colin J. OBrien (2)
    
    
    6,667
    
    
    
    
    
    
    
    
    
    
    
    6,667Sir Brian Wolfson (3)
    
    
    18,011
    
    
    
    63,600
    
    
    
    
    
    
    
    81,611Stefan W. Zuckut (4)
    
    
    28,194
    
    
    
    5,965
    
    
    
    
    
    
    
    34,159
 
 (1)
    
    Mr. Martino resigned as a director in October 2007.(2)
    
    Messrs. Morris and OBrien resigned as directors in February 2007.(3)
    
    Sir Brian Wolfson passed away in May 2007.(4)
    
    Mr. Zuckut was elected as a director in May 2007.(5)
    
    The amounts appearing in the Stock Awards column represent the SFAS No. 123(R) compensation
expense, prior to any estimated forfeitures, recognized during fiscal 2007 for stock awards
granted and for stock options exchanged for stock awards during fiscal 2007. See Note 9 of
Notes to Consolidated Financial Statements included in the Companys Annual Report on Form
10-K for the year ended December 31, 2007.(6)
    
    Represents consulting fees paid to Mr. Morris for consulting services performed following his
resignation as a director. 8




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Item 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 Equity Compensation Plan Information
  Number ofsecuritiesremaining availableNumber of
    
    
    
    
    
    
    for future issuanceSecurities to be
    
    
    
    
    
    
    under equityissued upon
    
    
    Weighted-average
    
    
    compensation plansexercise of
    
    
    exercise price of
    
    
    (excludingoutstanding
    
    
    outstanding
    
    
    securitiesoptions, warrants
    
    
    options, warrants
    
    
    reflected in leftPlan Category
    
    and rights
    
    
    and rights
    
    
    column)Equity compensation plans approved by
security holders
    
    
    70,500
    
    
    $
    1.80
    
    
    
    460,824Equity compensation
plans not approved
by security holders
    
    
    
    
    
    $
    
    
    
    
    Total
    
    
    70,500
    
    
    $
    1.80
    
    
    
    460,824
 Security Ownership of Management and Certain Beneficial Owners
 ,
 Amount and Natureof Beneficial
    
    
    Percent ofName and Address of Beneficial Owner (1)
    
    Ownership (2)
    
    
    Class (2)Officers and Directors (Current and Former):Chris T. Sharng
    
    
    196,386
    (3)
    
    
    1.9
    %Curtis E. Broome (5)
    
    
    5,666
    
    
    
    *John F. Cavanaugh
    
    
    333,408
    (4)
    
    
    3.2
    %Stephanie S. Hayano (6)
220 Morsehill Road
Millerton, NY 12546
    
    
    
    
    
    
    *Randall A. Mason
    
    
    187,183
    (7)
    
    
    1.7
    %Stefan W. Zuckut
    
    
    53,750
    (8)
    
    
    *Current Directors and Executive Officers as a Group (6 persons)
    
    
    884,143
    (9)
    
    
    8.5
    %5% of More Stockholders:Big Rich International Ltd.
4010 Gloucester Tower, The Landmark
11 Pedder Street
Central
Hong Kong
    
    
    941,171
    (10)
    
    
    8.4
    %
 
 *
    
    Indicates beneficial ownership of less than 1%(1)
    
    Unless otherwise indicated, the address of each beneficial owner is c/o Natural Health Trends
Corp., 2050 Diplomat Drive, Dallas, Texas 75234. 9




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(2)
    
    Any securities not outstanding that are subject to options or conversion privileges
exercisable within 60 days of April 21, 2008 are deemed outstanding for the purpose of
computing the percentage of outstanding securities of the class owned by any person holding
such securities, but are not deemed outstanding for the purpose of computing the percentage of
the class owned by any other person in accordance with Item 403 of Regulation S-K of the
Securities Exchange Act of 1933 and Rules 13(d)-3 of the Securities Exchange Act, and based
upon 10,347,126 shares of common stock outstanding as of April 21, 2008.(3)
    
    Includes (i) 1,984 shares of common stock issuable upon the exercise of warrants held by Mr.
Sharng and (ii) 145,140 shares of restricted stock subject to vesting. Mr. Sharng shares
voting and investment power over 11,500 of the shares with his wife.(4)
    
    Includes (i) 1,984 shares of common stock issuable upon the exercise of warrants held by Mr.
Cavanaugh and (ii) 148,461 shares of restricted stock subject to vesting.(5)
    
    Mr. Broome is a former executive officer of the Company.(6)
    
    Ms. Hayano is a former director of the Company and the former Chief Executive Officer of the
Company.(7)
    
    Includes (i) 5,000 shares of common stock issuable upon the exercise of options held by Mr.
Mason, (ii) 27,399 shares owned by Marden Rehabilitation Associates, Inc., an entity
controlled by Mr. Mason, and (iii) 45,000 shares of restricted stock subject to vesting.(8)
    
    Includes 50,834 shares of restricted stock subject to vesting.(9)
    
    Includes (i) 3,968 shares that may be acquired upon the exercise of outstanding warrants that
currently are exercisable by our executive officers, (ii) 483,720 shares of restricted stock
subject to vesting that are beneficially owned by our directors and executive officers, and
(iii) 7,500 shares of common stock issuable upon the exercise of options held by our directors
and executive officers. Does not include any shares held by Mr. Broome or Ms. Hayano because
they are no longer a director or an executive officer of the Company.(10)
    
    Includes 941,171 shares of common stock issuable upon the exercise of warrants held by Big
Rich International, Ltd., a limited partnership organized under the laws of the British Virgin
Islands (Big Rich). Xiaoli Duan is the general partner of Big Rich and as such may be
deemed to be the beneficial owner of such shares. 10




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Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Transactions
    Skindulgence ® LaVie
     11




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12




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Affirmative Determinations of Director Independence
  
    13




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Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  2006
    
    
    2007Audit fees
    
    $
    352,700
    
    
    $
    379,108Audit-related fees
    
    
    
    
    
    
    Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total
    
    $
    352,700
    
    
    $
    379,108
  Pre-Approval Policy for Audit and Non-Audit Services
  
 Part IV
 
 Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  14




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SIGNATURES
  NATURAL HEALTH TRENDS CORP.Date: April 29, 2008
    /s/ Chris T. SharngChris T. SharngPresident
(Principal Executive Officer)  Signature
    
    Title
    
    Date/s/ Chris T. Sharng
    
    President
    
    April 29, 2008Chris T. Sharng
    
    (Principal Executive Officer)/s/ Timothy S. Davidson
    
    Senior Vice President and Chief Financial Officer
    
    April 29, 2008Timothy S. Davidson
    
    (Principal Financial and Accounting Officer)*

Randall A. Mason
    
    Chairman of the Board and Director
    
    April 29, 2008*
    
    Director
    
    April 29, 2008Stefan W. Zuckut* By: /s/ Chris T. Sharng
    
    Director
    
    April 29, 2008Chris T. Sharng, Attorney-in-Fact
 15




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ExhibitNumber
    
    Exhibit Description3.1
    
    Certificate of Incorporation of Natural Health Trends Corp. (incorporated by reference to Exhibit 3.01 to
Current Report on Form 8-K filed on July 12, 2005).3.2
    
    Certificate of Designations, Rights and Preferences of the Series A Convertible Preferred Stock of the Company
(incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on May 9, 2007).3.3
    
    By-Laws of Natural Health Trends Corp. (incorporated by reference to Exhibit 3.02 to Current Report on Form 8-K
filed on July 12, 2005).4.1
    
    Specimen Certificate for shares of common stock, $.001 par value per share, of Natural Health Trends Corp.
(incorporated by reference to Exhibit 4.01 to Annual Report on Form 10-K filed on May 8, 2006).10.1
    
    Form of Common Stock Purchase Warrant issued in October 2004 Private Placement (incorporated by reference to
Exhibit 4.1 to Quarterly Report on Form 10-Q filed on November 12, 2004).10.2
    
    Form of Stock and Warrant Purchase Agreement (U.S. Purchaser) dated May 4, 2007 between the Company and certain
Purchasers (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on May 9, 2007).10.3
    
    Form of Stock and Warrant Purchase Agreement (Non-U.S. Purchaser) dated May 4, 2007 between the Company and
certain Purchasers (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on May 9,
2007).10.4
    
    Form of Warrant to Purchase Shares of Common Stock of the Company, dated May 4, 2007 and issued to certain
Purchasers (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on May 9, 2007).10.5
    
    Securities Purchase Agreement dated October 19, 2007 between the Company and certain Purchasers (incorporated by
reference to Exhibit 10.1 to Current Report on Form 8-K filed on October 22, 2007).10.6
    
    Form of Registration Rights Agreement signed by the Company and the Purchasers named in the Securities Purchase
Agreement dated October 19, 2007 between the Company and the Purchasers named therein (incorporated by reference
to Exhibit 10.2 to Current Report on Form 8-K filed on October 22, 2007).10.7
    
    Form of Variable Rate Convertible Debenture issued to the Purchasers named in the Securities Purchase Agreement
dated October 19, 2007 between the Company and the Purchasers named therein (incorporated by reference to
Exhibit 10.3 to Current Report on Form 8-K filed on October 22, 2007).10.8
    
    Form of Seven Year and One Year Warrants to Purchase Shares of Common Stock of the Company issued by the Company
to the Purchasers named in the Securities Purchase Agreement dated October 19, 2007 between the Company and the
Purchasers named therein (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed on
October 22, 2007).10.9
    
    Settlement agreement dated as of October 31, 2006, by and among Terry LaCore, Mark D. Woodburn and Natural
Health Trends Corp. (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on November
1, 2006).10.10
    
    Indemnification agreement effective as of October 31, 2006 by and among Natural Health Trends Corp., Terry
LaCore and Mark D. Woodburn (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on
November 1, 2006).10.11
    
    Voting agreement, dated as of October 31, 2006, by and among Natural Health Trends Corp., Terry L. LaCore and
Mark D. Woodburn (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed on November 1,
2006).10.12
    
    Stockholders Agreement, dated as of March 31, 2004, by and among the Company, John Cavanaugh, Terry LaCore and
Jason Landry (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on April 15, 2004).10.13
    
    Lease by and between CLP Properties Texas, LLP and Natural Health Trends Corp. dated as of June 18, 2005
(incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on June 24, 2005).10.14
    
    Agreement dated December 21, 2005 between Natural Health Trends Corp. and KGC Networks Pte Ltd. (incorporated by
reference to Exhibit 10.2 to Current Report on Form 8-K filed on December 28, 2005).+10.15
    
    2002 Stock Plan, as amended (incorporated by reference to Appendix C to Definitive Proxy Statement filed on
April 27, 2005).+10.16
    
    Form of Notice of Grant of Stock Option Agreement under the Companys 2002 Stock Option Plan (incorporated by
reference to Exhibit 10.1 to Current Report on Form 8-K filed on December 1, 2005).+10.17
    
    2007 Annual Incentive Plan (incorporated by reference to Appendix A to Definitive Proxy Statement filed on
October 20, 2006).+10.18
    
    2007 Equity Incentive Plan (incorporated by reference to Appendix B to Definitive Proxy Statement filed on
October 20, 2006).+10.19
    
    Form of Notice of Restricted Stock Grant and Restricted Stock Agreement under the Companys 2007 Equity
Incentive




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ExhibitNumber
    
    Exhibit DescriptionPlan (incorporated by reference to Exhibit 10.5 to Quarterly Report on Form 10-Q filed on May 11,
2007).+10.20
    
    Employment Agreement (including form of Non-Competition and Proprietary Rights Assignment Agreement) for Chris
Sharng, dated April 23, 2007 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on
April 26, 2007).+10.21
    
    Employment Agreement (including form of Non-Competition and Proprietary Rights Assignment Agreement) for Timothy
S. Davidson dated April 23, 2007 (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed
on April 26, 2007).+10.22
    
    Employment Agreement (including form of Non-Competition and Proprietary Rights Assignment Agreement) for Gary C.
Wallace dated April 23, 2007 (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on
April 26, 2007).+10.23
    
    Employment letter agreement dated as of December 8, 2006 between Natural Health Trends Corp. and John Cavanaugh
(incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on December 13, 2006).+10.24
    
    Non-competition and proprietary rights assignment agreement dated as of December 8, 2006 between Natural Health
Trends Corp. and John Cavanaugh (incorporated by reference to Exhibit 10.2to Current Report on Form 8-K filed on
December 13, 2006).+10.25
    
    Form of Indemnification Agreement dated December 13, 2005, between Natural Health Trends Corp. and each of its
directors (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on December 13, 2005).+10.26
    
    Employment Agreement (including form of Non-Competition and Proprietary Rights Assignment Agreement) for Curtis
Broome dated April 23, 2007 (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed on
April 26, 2007).+10.27
    
    Employment letter agreement dated as of July 31, 2006 between Natural Health Trends Corp. and Stephanie Hayano
(incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 3, 2006).+10.28
    
    Non-competition and proprietary rights assignment agreement dated as of July 31, 2006 between Natural Health
Trends Corp. and Stephanie Hayano (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed
on August 3, 2006).+10.29
    
    Severance Agreement dated as of February 21, 2007 between Natural Health Trends Corp. and Stephanie Hayano
(incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on February 26, 2007).+10.30
    
    Letter agreement dated as of March 1, 2006 between Natural Health Trends Corp. and Robert H. Hesse (incorporated
by reference to Exhibit 10.2 to Current Report on Form 8-K filed on March 16, 2006).+10.31
    
    Founder Compensation Agreement by and among Lexxus International, Inc., Natural Health Trends Corp., Rodney
Sullivan and Pam Sullivan, Michael Bray, and Jeff Provost (incorporated by reference to exhibit to Annual Report
on Form 10-KSB filed on April 16, 2002).+10.32
    
    Amendment No. 1 to Founder Compensation Agreement by and among Lexxus International, Inc., Natural Health Trends
Corp., Rodney Sullivan and Pam Sullivan, Michael Bray, and Jeff Provost (incorporated by reference to Exhibit
10.7 to Annual Report on Form 10-K filed on March 31, 2005).14.1
    
    Worldwide Code of Business Conduct, as revised (incorporated by reference to Exhibit 14.1 to Annual Report on
Form 10-K filed on March 28, 2007).14.2
    
    Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14.2 to Annual Report on Form
10-K filed on March 31, 2005).21.1
    
    Subsidiaries of the Company (previously filed with Annual Report on Form 10-K filed on March 31, 2008).23.1
    
    Consent of Lane Gorman Trubitt, L.L.P. (previously filed with Annual Report on Form 10-K filed on March 31,
2008).24.1
    
    Power of Attorney (previously filed with Annual Report on Form 10-K filed on March 31, 2008).31.1
    
    Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of
1934, as amended (the Exchange Act) (filed herewith).31.2
    
    Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act (filed herewith).32.1
    
    Certification of the Principal Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (previously filed with Annual
Report on Form 10-K filed on March 31, 2008).32.2
    
    Certification of the Principal Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (previously filed with Annual
Report on Form 10-K filed on March 31, 2008).
 
 +
    
    Management contract or compensatory plan