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<SEC-DOCUMENT>0001019056-04-000536.txt : 20040415
<SEC-HEADER>0001019056-04-000536.hdr.sgml : 20040415
<ACCEPTANCE-DATETIME>20040415171151
ACCESSION NUMBER:		0001019056-04-000536
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20040331
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040415

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NATURAL HEALTH TRENDS CORP
		CENTRAL INDEX KEY:			0000912061
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190]
		IRS NUMBER:				592705336
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-26272
		FILM NUMBER:		04736505

	BUSINESS ADDRESS:	
		STREET 1:		12901 HUTTON DRIVE
		STREET 2:		--
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75234
		BUSINESS PHONE:		972-241-4080

	MAIL ADDRESS:	
		STREET 1:		12901 HUTTON DRIVE
		STREET 2:		--
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75234
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>nh_8k.txt
<DESCRIPTION>FORM 8-K MARCH 31, 2004
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT

                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported) March 31, 2004
                                                          --------------



                           NATURAL HEALTH TRENDS CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



             Florida               0-25238               59-2705336
         ---------------         ------------        -------------------
         (State or other         (Commission           (IRS Employer
         jurisdiction of         File Number)        Identification No.)
           Formation)



                       12901 Hutton Drive Dallas, TX 75234
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)



        Registrant's telephone number, including area code (972) 241-4080
                                                           --------------


          -------------------------------------------------------------
          (Former name or former address, if changes since last report)

<PAGE>

Item 2.  Acquisition or Disposition of Assets
         ------------------------------------

         As of March 31, 2004, Natural Health Trends Corp (the "Company")
entered into an Agreement and Plan of Merger with MarketVision Communications
Corporation, a Minnesota corporation. ("MarketVision"), and MVMergerCo, Inc. a
Delaware corporation and wholly owned subsidiary of the Company ("MergerCo"),
pursuant to which MarketVision was merged with and into MergerCo (the "Merger").
In exchange for all of the outstanding capital stock of MarketVision, the
Company the issued 690,000 shares of the Company's common stock (the "Issued
Shares"), promissory notes in the aggregate principle amount of approximately
$3.2 million (the "Notes") and a cash payment of $1,336,875 for a total purchase
price of approximately $16.5 million. There are a total of three Notes issued by
the Company, two of which are 6 month notes bearing interest a 4% per annum, and
one of which is a 21-month note bearing interest at 4.5% per annum. MarketVision
has been the exclusive developer and service provider of the direct selling
software used by the Company since mid-2001.

         Pursuant to a compensation agreement based upon the number of new
distributors enrolled by the Company, MarketVision charged the Company
approximately $1.9 million and $1.5 million for services provided during the
years ended December 31, 2003 and 2002, respectively. As of December 31, 2003,
the Company owed MarketVision approximately $1.1 million in accounts payable.
Management believes that this transaction is in the best interests of the
Company because (i) the success of the Company's business is dependent upon the
direct selling software and services provided to the Company by MarketVision and
(ii) the Company anticipates enrolling a significant number of new distributors
in the future, which would be very expensive under the former compensation
agreement between the Company and MarketVision. Since the former owners of
MarketVision include Terry LaCore, a member of the Company's Board of Directors
and the Chief Executive Officer of Lexxus International, Inc., a wholly owned
subsidiary of the Company ("Lexxus"), the Board of Directors hired Bernstein,
Conklin & Balcombe, an independent appraisal firm, to assess the fairness of the
transaction with MarketVision from a financial point of view. As of March 31,
2004, Bernstein, Conklin & Balcombe delivered its opinion to the Company's Board
of Directors that the MarketVision transaction is fair to the Company from a
financial point of view.

         In addition, the Company entered into a Stockholders Agreement with the
former shareholders of MarketVision. Such agreement contained customary terms
and conditions, including restrictions on transfer of the Issued Shares, rights
of first refusal and indemnification. Further, the Stockholders Agreement
contains a one time put right for the benefit of the former shareholders of
MarketVision (other than Mr. LaCore) that requires the Company, during the six
month period following the earlier of (i) the first anniversary of the closing
date, or (ii) the date on which the Issued Shares are registered with the
Securities and Exchange Commission (the "SEC") for resale to the public, to
repurchase all or part of the Issued Shares still owned by the such stockholders
for $4.00 per share less any amount previously received by such stockholders
from the sale of the Issued Shares. The agreement also provided the former
stockholders of MarketVision with piggyback registration
<PAGE>

rights in the event the Company files a registration statement with the
Securities and Exchange Commission covering the resale of Company securities,
other than on Forms S-4 or S-8, stock option grants for the former stockholders
(other than Mr. LaCore).

         MergerCo entered into employment agreements (the "Employment
Agreements") with each of John Cavanaugh and Jason Landry, the former owners
(along with Mr. LaCore ) of MarketVision, pursuant to which they have agreed to
serve as President and Vice President -Development of MergerCo, respectively,
following the Merger. The Employment Agreements provided Mr. Cavanaugh and Mr.
Landry with annual salaries of $193,000 and $130,000, respectively, as well as
options to purchase 253,636 and 56,634 shares of the Company's common stock,
respectively, at an exercise price of $18.11 per share. The Employment
Agreements contain customary terms including confidentiality and non-competition
provisions. Lexxus has executed a Guaranty of the obligations of MergerCo under
the Employment Agreements. Immediately following the Merger, MergerCo has
changed its name to MarketVision Communications Corp.

         The Company and MergerCo have also entered into a license agreement
with MarketVision Consulting Group, LLC, an entity owned by the former
shareholders of MarketVision (other than Mr. LaCore), pursuant to which
MarketVision Consulting will have the right to use, develop, modify, market,
distribute and sublicense the MarketVision software to third parties in the
event that the Company defaults on its payment obligations under the Notes or
the Employment Agreements.


Item 7.  Financial Statements and Exhibits.
         ----------------------------------

    (a)  Financial statements required under this Item 7 will be filed upon
         completion, but not later than sixty (60) days from the date this
         Current Report is required to be filed with the Commission.

    (b)  Exhibits

         10.1.    Agreement and Plan of Merger, dated as of March 31, 2004, by
                  and among the Company, MergerCo and MarketVision.

         10.2.    Stockholders Agreement, dated as of March 31, 2004, by and
                  among the Company, John Cavanaugh, Terry LaCore and Jason
                  Landry.

         10.3.    Employment Agreement, dated as of March 31, 2004, between
                  MergerCo and John Cavanaugh.

         10.4.    Employment Agreement, dated as of March 31, 2004, between
                  MergerCo and Jason Landry.

<PAGE>

         10.5     Guaranty of the Employment Agreements dated as of March 31,
                  2004 executed by Lexxus.

         10.6     Software License Agreement dated as of March 31, 2004 among
                  the Company, MergerCo and MarketVision Consulting Group, LLC.




                                   SIGNATURES



         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly authorized and caused the undersigned to sign this
Report on the Registrant's behalf.


                                    NATURAL HEALTH TRENDS CORP.



                                    By: /s/ MARK D. WOODBURN
                                        -------------------------------------
                                        Name:   Mark D. Woodburn
                                        Title:  President and Chief Financial
                                                Officer


Dated:  April 15, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>ex10_1.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>

                                                                    EXHIBIT 10.1

                                                                [Execution Copy]




================================================================================




                          AGREEMENT AND PLAN OF MERGER


                                   dated as of


                                 March 31, 2004


                                      among


                           NATURAL HEALTH TRENDS CORP.

                                MV MERGERCO, INC.

                                       and

                     MARKETVISION COMMUNICATIONS CORPORATION




================================================================================

<PAGE>

                          AGREEMENT AND PLAN OF MERGER

         THIS AGREEMENT AND PLAN OF MERGER, dated as of March 31, 2004 (this
"Agreement"), is among NATURAL HEALTH TRENDS CORP., a Florida corporation
("NHTC"), MV MERGERCO, INC., a Delaware corporation ("MergerCo") and
wholly-owned subsidiary of NHTC, and MARKETVISION COMMUNICATIONS CORPORATION, a
Minnesota corporation (the "Company"), and evidences that, for and in
consideration of the mutual covenants set forth herein, the parties hereto
hereby agree as follows:

                              ARTICLE I: THE MERGER

         SECTION 1.01. The Merger. (a) At the Effective Time (as defined in
Section 1.01(b)), Company shall be merged with and into MergerCo (such merger,
the "Merger") in accordance with the General Corporation Law of the State of
Delaware ("Delaware Law") and the Minnesota Business Corporation Act ("Minnesota
Law"), whereupon the separate existence of the Company shall cease and MergerCo
shall be the surviving corporation (the name of which shall be as provided in
Section 2.01) (the "Surviving Corporation"). The Merger is and other
transactions contemplated by this Agreement are hereinafter sometimes referred
to as the "Transaction".

                  (b) As soon as practicable after the satisfaction or, to the
extent permitted hereunder, waiver of the conditions to the Transaction, the
Company and MergerCo shall file (i) a duly executed certificate of merger with
respect to the Merger in the Office of the Secretary of State of the State of
Delaware and make all other filings or recordings required by Delaware Law in
connection with the Merger ,and (ii) articles of merger with the Minnesota
Secretary of State and make all other filings or recordings required by
Minnesota Law in connection with the Merger. The Merger shall be consummated and
become effective at the latest of (i) such time as such certificate of merger is
duly filed in the Office of the Secretary of State of the State of Delaware,
(ii) such time as such articles of merger are duly filed with the Minnesota
Secretary of State, or (iii) at such later time as is specified in such
certificate and articles of merger (as the case may be, the "Effective Time").
The closing of the Transaction (the "Closing") shall take place on the date of
this Agreement (the "Closing Date") at the offices of NHTC, located at 12901
Hutton Drive, Dallas, Texas 75234, or at such other place as the parties shall
mutually agree.

                  (c) From and after the Effective Time, the Surviving
Corporation shall possess all the rights, privileges, powers and franchises as
well of a public as of a private nature, and be subject to all the restrictions,
disabilities and duties of each of the Company and MergerCo (hereinafter
sometimes referred to as the "Constituent Corporations"); and all and singular,
the rights, privileges, powers and franchises of each of the Constituent
Corporations, and all property, real, personal and mixed, and all debts due to
either of the Constituent Corporations on whatever account, as well for stock
subscriptions as all other things in action or belonging to each of the
Constituent Corporations, shall be vested in the Surviving Corporation; and all
property, rights, privileges, powers and franchises, and all and every other
interest shall be thereafter as effectually the property of the Surviving
Corporation as they were of the Constituent Corporations, and the title to any
real estate vested by deed or otherwise, in either of the Constituent
Corporations, shall not revert or be in any way impaired by reason of the

                                       1
<PAGE>

Merger; but all rights of creditors and all liens upon any property of either of
the Constituent Corporations shall be preserved unimpaired, and all debts,
liabilities and duties of each of the Constituent Corporations shall thenceforth
attach to the Surviving Corporation, and may be enforced against it to the same
extent as if said debts, liabilities and duties had been incurred or contracted
by it. The foregoing shall not in any way limit the consequences and effects of
the Merger provided under Minnesota Law and Delaware Law.

         SECTION 1.02. Conversion of Shares.  At the Effective Time:

                  (a) each share of capital stock of the Company held by the
         Company as treasury stock or owned by NHTC, MergerCo or other any
         subsidiary of NHTC immediately prior to the Effective Time, if any,
         shall automatically be cancelled, and no payment shall be made with
         respect thereto;

                  (b) each share of capital stock of MergerCo held by NHTC
         immediately prior to the Effective Time shall become an identical
         outstanding share of capital stock of the Surviving Corporation, and
         all such shares shall constitute the only outstanding shares of capital
         stock of the Surviving Corporation; and

                  (c) except as provided in subsection (a) of this Section 1.02,
         the outstanding shares of the Company's Common Stock, par value $.01
         per share ("Company Common Stock") outstanding immediately prior to the
         Effective Time shall be automatically cancelled and converted into the
         right to receive:

                      (i)   an aggregate of 690,000 shares of Common Stock, par
              value $.001 per share, of NHTC (such shares, the "Merger Shares";
              and such class of Common Stock, the "NHTC Common Stock");

                      (ii)  cash in the amount of $1,336,875, without any
              interest (the "Cash Consideration");

                      (iii) $1,336,875 aggregate principal amount promissory
              notes of NHTC having a maturity date of the earlier of (x) the
              consummation of a Qualified Capital Raise (as defined therein) and
              (y) six (6) months after the Closing Date and otherwise in the
              form of Exhibit A hereto (the "First 6-Month Note"); and

                      (iv)  $1,000,000 aggregate principal amount promissory
              notes of NHTC having a maturity date of twenty-one (21) months
              after the Closing Date and otherwise in the form of Exhibit B
              hereto (the "21-Month Note"); and

                      (v)   $866,528 aggregate principal amount promissory notes
              of NHTC having a maturity date of six (6) months after the Closing
              Date and otherwise in the form of Exhibit C hereto (the "Second
              6-Month Note"; and collectively with the First 6-Month Note and
              21-Month Note, the "Notes Consideration" or the "Promissory
              Notes").

                                       2
<PAGE>

The Merger Shares, Cash Consideration and Notes Consideration are hereinafter
sometimes collectively referred to as the "Merger Consideration". The Merger
Consideration shall be allocated among the persons or entities holding shares of
Company Common Stock to which Section 1.02(c) applies as set forth in Schedule A
attached hereto. Notwithstanding the foregoing: (i) the Cash Consideration and
principal amount of Notes Consideration that a holder of Company Common Stock
would otherwise be entitled to receive as a result of the Merger shall be
rounded up to the nearest whole dollar ($1.00), and (ii) no fractional shares of
NHTC Common Stock shall be issued in the Merger and, instead, all fractional
shares of NHTC Common Stock that a holder of Company Common Stock would
otherwise be entitled to receive as a result of the Merger shall be rounded up
to the next whole share.

         SECTION 1.03. Exchange of Shares. (a) It is a condition to NHTC's
obligation to deliver the Merger Consideration payable in respect of any Company
Common Stock that the holder thereof surrender for cancellation to the Surviving
Corporation (or its agent for such purpose) the certificate or certificates
representing such Company Common Stock, which surrender shall occur at the time
and place of the Closing. Until so surrendered, each certificate representing
shares of Company Common Stock to which Section 1.02(c) applies shall, from and
after the Effective Time, represent for all purposes only the right to receive
the Merger Consideration payable in respect thereof hereunder.

                  (b) After the Effective Time, the stock transfer books of the
Company shall be closed and there shall be no further registration of transfers
of shares of capital stock of the Company which were outstanding immediately
prior to the Effective Time.

         SECTION 1.04. Treatment of Company Stock Option Plans and Options. At
the Effective Time: (i) each Company Option Plan (as hereinafter defined), if
any, shall automatically terminate; and (ii) each option to purchase shares of
capital stock of the Company (a "Company Option"), granted under any stock
option plan or program (a "Company Option Plan") or under any so-called
"stand-alone" option agreement, grant or award, outstanding immediately prior to
the Effective Time, if any, shall automatically terminate and be cancelled for
no consideration.

         SECTION 1.05. Dissenting Shares. The (x) approval of the Merger by all
of the stockholders of the Company and (y) waiver by such stockholders of their
right to dissent from the Merger in accordance with Section 302A.471 of
Minnesota Law ("Appraisal Rights") are conditions to the obligations of NHTC and
MergerCo to consummate the Transaction (see Section 5.01).

                      ARTICLE II: THE SURVIVING CORPORATION

         SECTION 2.01. Certificate of Incorporation. The certificate of
incorporation of MergerCo in effect at the Effective Time shall be the
certificate of incorporation of the Surviving Corporation until amended in
accordance with applicable law; provided that at the Effective Time such
certificate of incorporation shall automatically be amended by deleting the
words "MV MergerCo, Inc." each place (including the heading) such words appear
therein and inserting, in lieu thereof, the words "MarketVision Communications
Corporation".

                                       3
<PAGE>

         SECTION 2.02. Bylaws. The bylaws of MergerCo in effect at the Effective
Time shall be the bylaws of the Surviving Corporation until amended in
accordance with applicable law; provided that at the Effective Time such bylaws
shall automatically be amended by deleting the words "MV MergerCo, Inc." each
place (including the heading) such words appear therein and inserting, in lieu
thereof, the words "MarketVision Communications Corporation".

         SECTION 2.03. Directors and Officers. From and after the Effective
Time, until successors are duly elected or appointed in accordance with
applicable law: (i) the directors of MergerCo at the Effective Time shall be the
directors of the Surviving Corporation, and (ii) the officers of MergerCo at the
Effective Time shall be the officers of the Surviving Corporation.

           ARTICLE III: REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company hereby represents and warrants to NHTC and MergerCo (the
"Acquirors") that:

         SECTION 3.01. Organization and Existence. (a) The Company is a
corporation duly incorporated, validly existing and in good standing under the
laws of the State of Minnesota. The Company has the full corporate power and
authority to own and lease its properties and assets and to carry on its
business as and where such properties and assets are now owned, leased and/or
operated and such businesses is now conducted. The Company has heretofore made
available to NHTC true, correct and complete copies of the certificates or
articles of incorporation and bylaws (or equivalent governing instruments), each
as amended to the date hereof, of the Company. The Company is duly licensed or
qualified to do business as a foreign corporation and is in good standing in all
jurisdictions in which the character of the properties and assets now owned
and/or operated by it or the nature of the business now conducted by it requires
it to be so licensed or qualified and in which the failure to be so licensed or
qualified could reasonably be expected to have a material adverse effect on the
condition (financial or otherwise), business, properties, assets, liabilities,
capitalization, financial position, operations, results of operations or
prospects of the Company, or on the ability of the Company to perform its
obligations under this Agreement and/or to consummate the Transaction (a
"Company Material Adverse Effect").

                  (b) The Company has no Subsidiaries. For the purposes of this
Agreement, the term "Subsidiary" means, of any entity, any other entity the
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors (or other persons performing similar
functions) of which are directly or indirectly owned by such first entity.

         SECTION 3.02. Consents, Authorizations and Conflicts. (a) The Company
has the full corporate power and authority to enter into this Agreement and each
of the other agreements, instruments, certificates or other documents executed
and delivered (or to be executed and delivered) by the Company in connection
with this Agreement and/or the Transaction (collectively with the Agreement, the
"Company Documents"). Neither the execution and delivery by the Company of this
Agreement or any of the other Company Documents, nor the consummation by the
Company of the Transaction, nor the performance by the Company of its other

                                       4
<PAGE>

obligations hereunder or thereunder, require or will require any governmental
authority or private party consent, waiver, approval, authorization or exemption
(collectively, "Consents") or the giving of any notice ("Notice") applicable to
the Company (as opposed to NHTC and MergerCo) except for: (i) the filing of a
certificate of merger in accordance with Delaware Law and articles of Merger in
accordance with Minnesota Law, (ii) the Consents contemplated by Article V to be
obtained from the Board of Directors and stockholders of the Company, (iii)
Consents that have been duly obtained and Notices that have been duly given on
or before the date hereof, and (iv) Consents and Notices the failure to obtain
(in the case of Consents) or give (in the case of Notices) can not reasonably be
expected to have a Company Material Adverse Effect.

                  (b) At the Closing Date, this Agreement and each other Company
Document will be duly authorized, executed and delivered by the Company and will
constitute the legal, valid and binding obligations of the Company enforceable
against the Company in accordance with their respective terms, except as such
enforceability may be limited by bankruptcy, reorganization, insolvency,
fraudulent conveyance or similar laws of general application relating to or
affecting the enforcement of creditors' rights. The execution and delivery by
the Company of the Company Documents, the performance by the Company of its
obligations thereunder, and the consummation of the Transaction, do not and will
not contravene, conflict or be inconsistent with, result in a breach of,
constitute a violation of or default under, or require or result in any right of
acceleration or to create or impose any Lien (as defined in Section 3.05) under:
(i) the Company's certificate or articles of incorporation or bylaws, or (ii)
except where such contravention, conflict, inconsistency, breach, violation,
default, right or imposition can not reasonably be expected to have a Company
Material Adverse Effect: (x) any Laws (as defined in Section 3.08) applicable or
relating to the Company or any of the businesses or assets of the Company, or
(y) any Company Permit (as defined in Section 3.08) or Company Contract (as
defined in Section 3.09).

         SECTION 3.03. Company Financial Statements. (a) The books of account
and other financial and accounting records of the Company are, and during the
respective periods covered by the Company Financial Statements (as hereinafter
defined) were, correct and complete in all material respects, fairly and
accurately reflect or reflected their respective income, expenses, assets and
liabilities, including the nature thereof and the transactions giving rise
thereto, and provide or provided a fair and accurate basis for the preparation
of the Company Financial Statements. By no later than April 30, 2004, the
Company will deliver to NHTC certain audited financial statements of the Company
(the "Company Financial Statements"), including an audited balance sheet as of
December 31, 2003 (the "Company Base Date"). The Company Financial Statements
have been prepared in conformity with generally accepted accounting principals,
consistently applied, and are correct and complete in all material respects, and
fairly present the financial position of the Company as of the respective dates
thereof and the results of its operations and cash flows for the periods covered
thereby.

                  (b) The Company has no indebtedness, liabilities or
obligations (absolute, contingent or otherwise) other than those: (i) that have
been set forth or reserved against in the Company Financial Statements, (ii)
incurred since the Company Base Date in the ordinary course of its business or
otherwise consistent with recent past practice that are, individually and in the
aggregate, of an immaterial nature and amount, and (iii) arising under Laws,
Company Permits and/or Company Contracts Previously Disclosed (as hereinafter
defined).

                                       5
<PAGE>

                  (c) For purposes of this Article III, the term "Previously
Disclosed" means previously disclosed in writing (including in this Agreement
and the Company Financial Statements) to NHTC or its representatives by the
Company or any of its representatives.

         SECTION 3.04. Company Capitalization. The authorized capital stock of
the Company consists of: (i) 40,000,000 shares of Company Common Stock, of which
only 888,889 shares are issued and outstanding. All such outstanding shares are
duly authorized, validly issued, fully paid and nonassessable shares of capital
stock of the Company. There are no other issued, outstanding or existing: (A)
securities convertible into or exchangeable for any shares of capital stock of
the Company; (B) Company Options, warrants or other rights to purchase or
subscribe for any shares of capital stock of the Company or for securities
convertible into or exchangeable for any shares of capital stock of the Company;
or (C) agreements or commitments of any kind or description relating to the
issuance or purchase of any shares of capital stock of the Company, any such
convertible or exchangeable securities or any such options, warrants or other
rights, including any Company Option Plans.

         SECTION 3.05. Company Properties; Liens. The Company has good and
marketable title to its real and personal property and assets, free and clear of
all liens, security interests, mortgages, pledges, covenants, easements,
encumbrances, defects in title, agreements and claims and rights of third
parties ("Liens") other than the following ("Company Permitted Liens"): (i)
Liens for taxes not yet due and payable; (ii) Liens imposed by Laws, such as
banker's, warehousemen's, mechanic's and materialmen's liens, and other similar
statutory or common law liens arising in the ordinary course of business; (iii)
Liens arising out of pledges, bonds or deposits under worker's compensation
laws, unemployment insurance, old age pension or other social security or
retirement benefits or similar legislation and deposits securing obligations for
self-insurance arrangements in connection with any of the foregoing; (iv)
easements, rights of way, building restrictions, minor defects or irregularities
in title and such other encumbrances or charges against property (real, personal
or mixed) as are of a nature that do not in a materially adverse way affect the
marketability of the same or interfere with the use thereof in the ordinary
course of business as presently conducted; (v) Liens arising under Company
Contracts Previously Disclosed; and (vi) Liens otherwise Previously Disclosed.

         SECTION 3.06. Company Intellectual Property Rights. (a) The Company has
Previously Disclosed all (i) Intellectual Property Rights (as hereinafter
defined) owned, licensed or used by the Company ("Company IP"), and (ii) all
license and other agreements with respect to any of the foregoing. Except as set
forth in Section 3.06 of the Disclosure Schedule attached hereto, there are no
pending or threatened claims (x) against the Company or any stockholder or other
affiliate thereof by any person or entity claiming any adverse right of
ownership or use of any of the Company IP, or (y) that the Company is infringing
upon any rights in or to the Intellectual Property Rights of any other person or
entity; and, to the knowledge of the Company, no valid basis for any such claim
exists.

                                       6
<PAGE>

                  (b) Except as set forth in Section 3.06 of the Disclosure
Schedule attached hereto: to the knowledge of the Company, the Company has
unrestricted and exclusive rights in and to the Company's proprietary software
and related Documentation (the "MarketVision Software") that is (without
limitation) sufficient to grant an unrestricted, perpetual, worldwide, right and
license to use, exploit, sublicense and improve the same to NHTC and its
Subsidiaries. From and after the Closing Date and Effective Time, NHTC, the
Surviving Corporation and all other subsidiaries of NHTC shall have the
unrestricted, perpetual, worldwide, right and license to use, exploit,
sublicense and improve the MarketVision Software (except to the extent otherwise
provided in the MarketVision Software License Agreement (as defined in Section
5.02(j) below)). There are no licensees or other users of the MarketVision
Software other than the Company and NHTC and its Subsidiaries. The Company has
the right and license to use, pursuant to third party software license
agreements, all third party software used in connection with, and as
incorporated into, the MarketVision Software or in conducting the Company's own
business and all use of each of such licensed third party software programs by
the Company has been in compliance with the respective license agreements. Prior
to the date hereof the Company made available to NHTC or its representatives all
existing Documentation with respect to the MarketVision Software. Such
Documentation: (i) has at all times been maintained in strict confidence by the
Company, except for disclosures made to NHTC and its subsidiaries, affiliates
and employees (ii) has been disclosed by the Company only to employees having a
"need to know" the contents thereof in connection with the performance of their
duties to the Company or NHTC and its Subsidiaries and (iii) has not been
disclosed to any third party, except as otherwise allowed pursuant to any third
party license agreements. Except with respect to demonstration or trial copies,
no portion of the MarketVision Software contains any "back door," "time bomb,"
"Trojan horse," "worm," "drop dead device," "virus" or other software routines
or hardware components designed to permit unauthorized access; to disable
software, hardware, or data; or to perform any other such similar actions.

                  (c) All personnel, including employees, agents, consultants,
and contractors (each, a "Contributor"), who have contributed to or participated
in the conception and development of MarketVision Software have executed
nondisclosure agreements with the Company, and either (l) are party to a written
agreement with the Company that has accorded the Company full, effective,
exclusive and original ownership of all of that Contributor's Intellectual
Property Rights relating to the MarketVision Software, or (2) have executed
appropriate instruments of assignment conveying to the Company the Company full,
effective, and exclusive ownership of all that Contributor's Intellectual
Property Rights relating to the MarketVision Software.

                  (d) For purposes of this Agreement, the term: (i)
"Intellectual Property Rights" means all registered and unregistered trademarks,
trademark applications, service marks, trade names, patents, patent
applications, copyrights, copyright applications, computer software, programs
and source codes, written technical information, logos and all other
confidential, and proprietary information, know-how and intellectual property
rights, whether patentable or unpatentable, registered or unregistered, and all
goodwill and all the rights and claims associated with any of the foregoing, and
(ii) "Documentation" means, with respect to a software program, the source code
(with comments, as may exist), as well as any pertinent commentary or
explanation prepared by or the property of the Company or any of its
stockholders to render such materials understandable by a trained computer
programmer with knowledge of the direct selling industry, any programs

                                       7
<PAGE>

(including compilers), "workbenches," tools and higher level (or "proprietary")
language necessary for the development, maintenance and implementation of the
software program, and any and all prepared and deliverable materials relating to
the software program, including without limitation all notes, flow charts,
programmer's or user's manuals.

         SECTION 3.07. Company Insurance. The Company has Previously Disclosed
all information requested by NHTC with respect to any insurance policies and
fidelity bonds covering the assets, business, equipment, properties, operations,
employees, officers and directors of the Company. There are no material claims
pending under any such policies or material disputes with underwriters, and all
premiums due and payable thereunder have been paid. There are no pending or
threatened terminations with respect to any such policies, and the Company is in
compliance in all material respects with all conditions contained therein. All
such policies are in full force and effect.

         SECTION 3.08. Company Litigation and Compliance. Except as Previously
Disclosed or (in the case of the following clauses (i)(x), (iii) and (iv) only)
where such events or circumstances can not reasonably be expected to have a
Company Material Adverse Effect: (i) there are no governmental authority or
private party actions, suits, claims, proceedings or investigations pending or
threatened against the Company or any stockholder thereof: (w) relating to the
Company or any properties or assets now or previously owned, leased, licensed or
operated by the Company, (y) which questions or challenges the validity of this
Agreement or any other Company Document or any action taken or to be taken by
the Company or any stockholder thereof pursuant thereto, or (z) which questions
or challenges the Company's right, title or interest in or to any of its
properties or assets, including the MarketVision Software; (ii) the Company is
not the subject of any judgment, order or decree of any governmental authority,
court or arbitrator; (iii) the Company is in compliance with all federal, state,
local and foreign laws, statutes, ordinances, codes, judgments, orders, decrees,
directives, rules and regulations of any governmental authority, court or
arbitrator ("Laws") applicable or relating to its businesses, properties or
assets, including all Laws regulating, relating to or imposing liability or
standards of conduct relating to environmental matters or the protection of
human health or the environment ("Environmental Laws"); and (iv) the Company has
obtained all governmental licenses, permits, rights, privileges, registrations,
exemptions, required reports, franchises, authorizations and other consents
which are required under any applicable Laws ("Permits") to own and/or operate
its businesses, properties, assets and operations ("Company Permits"). All
Company Permits are valid and in full force and effect, and there exists no
default or violation by the Company under any Company Permit which could
reasonably be expected to have a Company Material Adverse Effect.

         SECTION 3.09. Company Contracts. (a) The Company has Previously
Disclosed all Company Contracts existing on the date hereof, and provided to
NHTC or its representatives true, complete and correct copies of all Company
Contracts requested to be reviewed by any of them. Except where such event or
circumstance can not reasonably be expected to have a Company Material Adverse
Effect: (i) all Company Contracts are in full force and effect in accordance
with the written terms thereof, and there are no outstanding defaults by the
Company or any other party under any Company Contract, (ii) no event, act or
omission has occurred which has resulted, or (with or without notice, the
passage of time or both) could reasonably be expected to result, in a default

                                       8
<PAGE>

under any Company Contract, and (iii) no other party to any Company Contract has
asserted the right, and no such party has any right, to renegotiate or modify
the terms or conditions of any Company Contract.

                  (b) For purposes of this Agreement, the term: (i) "Contract"
means any contract, agreement, instrument, undertaking, bid, commitment or
arrangement, written or oral, of any kind or description whatsoever, including
without limitation all leases (of real or personal property), licenses,
indentures, credit agreements, debt instruments, guarantees, mortgages, security
agreements, joint venture agreements, company or business acquisition or
disposition agreements, concession agreements, management agreements, consulting
agreements, employment agreements, powers of attorney, agency agreements,
equipment purchase orders, customer purchase orders, supply orders, indemnity
agreements, and agreements or covenants not to compete; and (ii) the term
"Company Contract" means any Contract to which the Company is a party or by
which its businesses, properties, assets or operations are subject or bound.

         SECTION 3.10. Company Taxes. (a) The Company has filed all Tax (as
hereinafter defined) returns required to be filed by it, which returns are
complete and correct in all material respects, and the Company is not in default
in the payment of any Taxes which were payable pursuant to said returns, except
where the failure to so file or such default can not reasonably be expected to
have a Company Material Adverse Effect. The Company has not, since its
inceptions, been a United States real property holding corporation within the
meaning of Section 897(c)(2) of the U.S. Internal Revenue Code, as amended (the
"Code"). As of the Company Base Date, the Company has paid or accrued on its
books and records all liability for Taxes with respect to all periods or
portions thereof ending on or before such date. For the period from the Company
Base Date through the Closing Date, the Company has not incurred any liability
for Taxes other than Taxes arising in the ordinary course of business with
respect to such period. The Company: (i) is not under audit, examination or
review by any taxing authority nor has any such audit, examination or review
been threatened; (ii) has not received notice of any proposed or actual
assessment or deficiency with respect to Taxes; and (iii) has not extended the
statute of limitation with respect to the assessment or collection of any Taxes.

                  (b) For purposes of this Agreement, the terms "Tax" or "Taxes"
mean all taxes, charges, levies and other like assessments, including without
limitation all net income, gross income, gross receipts, sales, use, ad valorem,
transfer, franchise, profits, capital, payroll, employment, excise, stamp,
property or other taxes, together with any interest and any penalties, additions
to tax or additional amounts imposed by any federal, state, local or foreign
governmental authority.

         SECTION 3.11. Company Employee Plans. (a) There is no, and has not been
for the five-year period preceding the Closing Date Time any, "employee benefit
plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA")) which (x) is or was subject to any provision of
ERISA, and (y) is or was maintained, administered or contributed to by the
Company or any ERISA Affiliate (as defined below) thereof that covers any
employee or former employee of the Company or any ERISA Affiliate thereof or
under which the Company or any such ERISA Affiliate thereof has any liability.

                                       9
<PAGE>

                  (b) For purposes of this Agreement, the term "ERISA Affiliate"
means, of any person or entity, any other person or entity which is a member of
a controlled group of corporations with such person (within the meaning of
Section 414(b), 414(c) or 414(m) of the Code).

         SECTION 3.12. Absence of Certain Changes. Since the Company Base Date,
except as (x) Previously Disclosed, (y) permitted under this Agreement or (z)
otherwise consented to by NHTC, the Company has conducted its business only in
the ordinary course and/or otherwise consistent with recent past practice.
Without intending to limit the generality of the foregoing, the Company has not:
(i) entered into or completed any transaction or Company Contract, or amended or
terminated any transaction or Company Contract (other than with NHTC or its
affiliates), (ii) cancelled or waived any claim or right of substantial value;
or (iii) sold, assigned, transferred, licensed or otherwise disposed of,
encumbered, permitted to lapse, or suffered any Lien (other than Company
Permitted Liens) on or with respect to, any of its properties or assets.

         SECTION 3.13. Company Bank Accounts. The Company has Previously
Disclosed a true, complete and correct list of the names and locations of all
banks, brokers, depositories and other financial institutions in which the
Company thereof has an account or safe deposit box, including all relevant
account titles, account numbers and the identity of persons authorized to
withdraw funds (or other items) therefrom.

         SECTION 3.14. Other Information. The representations and warranties set
forth in this Article III, and all documents and other information with respect
to the Company (x) required to be supplied to NHTC or any of its representatives
pursuant to or in connection with this Agreement or (y) otherwise supplied to
NHTC or any representative thereof by or on behalf of the Company, stockholder
or affiliate thereof, when taken as a whole: (i) are and will be true, complete
and correct in all material respects; and (ii) do not and will not contain any
statement which is false or misleading with respect to a material fact, or omit
to state a material fact necessary in order to make the statements therein not
false or misleading.

           ARTICLE IV: REPRESENTATIONS AND WARRANTIES OF THE ACQUIRORS

         The Acquirors hereby represent and warrant to the Company that:

         SECTION 4.01. Organization and Existence. (a) NHTC is a corporation
duly incorporated, validly existing and in good standing under the laws of the
State of Florida. MergerCo is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware. Each of NHTC and
its Subsidiaries has the full corporate power and authority to own and lease
their respective properties and assets and to carry on their respective
businesses as and where such properties and assets are now owned, leased and/or
operated and such businesses are now conducted. NHTC has heretofore made
available to the Company true, correct and complete copies of its and MergerCo's
respective certificates or articles of incorporation and bylaws, each as amended
to the date hereof. Each of NHTC and MergerCo are duly licensed or qualified to
do business as a foreign corporation and is in good standing in all
jurisdictions in which the character of the properties and assets now owned
and/or operated by it or the nature of the business now conducted by it requires

                                       10
<PAGE>

it to be so licensed or qualified and in which the failure to be so licensed or
qualified could reasonably be expected to have a material adverse effect on the
condition (financial or otherwise), business, properties, assets, liabilities,
capitalization, financial position, operations, results of operations or
prospects of NHTC and its Subsidiaries, taken as a whole, or on the ability of
NHTC and MergerCo to perform their respective obligations under this Agreement
and/or to consummate the Transaction (an "Acquiror Material Adverse Effect").

                  (b) MergerCo is a corporation recently formed to effect the
Transaction and has no substantial assets or liabilities other than those
arising under this Agreement.

         SECTION 4.02. Consents, Authorizations and Conflicts. (a) Each Acquiror
has the full corporate power and authority to enter into this Agreement and each
of the other agreements, instruments, certificates or other documents executed
and delivered (or to be executed and delivered) by such Acquiror in connection
with this Agreement and/or the Transaction (collectively with the Agreement, the
"Acquiror Documents"). Neither the execution and delivery by the Acquirors of
this Agreement or any of the other Acquiror Documents, nor the consummation by
the Acquirors of the Transaction, nor the performance by the Acquirors of their
other obligations hereunder or thereunder, require or will require any Consent
or any Notice applicable to the Acquirors (as opposed to the Company) except
for: (i) the filing of a certificate of merger in accordance with Delaware Law
and articles of Merger in accordance with Minnesota Law, (ii) the Consents
contemplated by Article V to be obtained from (x) the Board of Directors of
NHTC, and (y) the Board of Directors and stockholders of MergerCo, (iii)
Consents that have been duly obtained and Notices that have been duly given on
or before the date hereof, and (iv) Consents and Notices the failure to obtain
(in the case of Consents) or give (in the case of Notices) can not reasonably be
expected to have an Acquiror Material Adverse Effect.

                  (b) At the Closing Date, this Agreement and each other
Acquiror Document will be duly authorized, executed and delivered by the
Acquiror(s) party thereto and will constitute the legal, valid and binding
obligations of such Acquiror(s) enforceable against such Acquiror(s) in
accordance with their respective terms, except as such enforceability may be
limited by bankruptcy, reorganization, insolvency, fraudulent conveyance or
similar laws of general application relating to or affecting the enforcement of
creditors' rights. The execution and delivery by the Acquirors of the Acquiror
Documents to which they are (or are to be) respectively a party, the performance
by the Acquirors of their respective obligations thereunder, and the
consummation of the Transaction, do not and will not contravene, conflict or be
inconsistent with, result in a breach of, constitute a violation of or default
under, or require or result in any right of acceleration or to create or impose
any Lien under: (i) either Acquiror's certificate or articles of incorporation
or bylaws, or (ii) except where such contravention, conflict, inconsistency,
breach, violation, default, right or imposition can not reasonably be expected
to have an Acquiror Material Adverse Effect: (x) any Laws applicable or relating
to NHTC or any Subsidiary thereof or any of the businesses or assets of NHTC or
any Subsidiary thereof, (y) any NHTC Permit (as defined in Section 4.04) or any
Subsidiary thereof, or (z) any Contract to which NHTC or any Subsidiary thereof
is a party or by which any of their respective businesses, properties, assets or
operations are subject or bound.

                                       11
<PAGE>

         SECTION 4.03. NHTC Capitalization (a) The authorized capital stock of
NHTC consists of: (i) 500,000,000 shares of NHTC Common Stock, of which
approximately 4,756,800 shares are issued and outstanding and approximately
1,332,000 shares are (formally or informally) reserved for issuance upon
exercise of options, warrants or other rights to purchase or subscribe for
shares of NHTC Common Stock, and (ii) 1,500,000 shares of shares of preferred
stock, par value $1,000 per share, no shares of which are issued and
outstanding. All such outstanding shares are duly authorized, validly issued,
fully paid and nonassessable shares of NHTC Common Stock, with no personal
liability attaching to the ownership thereof. Upon the issuance and delivery
thereof in accordance with the terms of this Agreement, the Merger Shares will
constitute duly authorized, validly issued, fully paid and nonassessable shares
of NHTC Common Stock.

                  (b) MergerCo is a wholly owned Subsidiary of NHTC.

         SECTION 4.04. NHTC Litigation and Compliance. (a) Except as Previously
Disclosed (as defined below) or (in the case of the following clauses (i)(x),
(ii) (iii) and (iv) only) where such events or circumstances can not reasonably
be expected to have an Acquiror Material Adverse Effect: (i) there are no
governmental authority or private party actions, suits, claims, proceedings or
investigations pending or threatened against NHTC or any Subsidiary thereof: (x)
relating to either NHTC, any Subsidiary thereof or any properties or assets now
or previously owned, leased or operated by NHTC or any Subsidiary thereof, or
(y) which questions or challenges the validity of this Agreement or any other
Acquiror Document or any action taken or to be taken by either Acquiror pursuant
thereto; (ii) neither NHTC nor any Subsidiary thereof is the subject of any
judgment, order or decree of any governmental authority, court or arbitrator;
(iii) NHTC and each of its Subsidiaries is in compliance with all Laws
applicable or relating to their respective businesses, properties or assets,
including Environmental Laws; and (iv) NHTC and each Subsidiary thereof has
obtained all Permits to own and/or operate their respective businesses,
properties, assets and operations ("NHTC Permits"). All NHTC Permits are valid
and in full force and effect, and there exists no default or violation by NHTC
or any Subsidiary thereof under any NHTC Permit which could reasonably be
expected to have an Acquiror Material Adverse Effect.

                  (b) For purposes of this Article IV, the term "Previously
Disclosed" means previously (i) disclosed in writing (including in this
Agreement) to the Company or its representatives by NHTC or any of its
representatives, or (ii) disclosed in publicly-available filings made by NHTC
with the U.S. Securities and Exchange Commission.

         SECTION 4.05. Absence of Certain Changes. Since December 31, 2003,
there has been no material adverse change in the condition (financial or
otherwise), business, properties, assets, liabilities, capitalization, financial
position, operations, results of operations or prospects of NHTC and its
Subsidiaries, taken as a whole, or on the ability of NHTC and MergerCo to
perform their obligations under this Agreement and to consummate the
Transaction.

                                       12
<PAGE>

                    ARTICLE V: CONDITIONS TO THE TRANSACTION

         SECTION 5.01. Conditions to the Obligations of All Parties The
obligations of NHTC, MergerCo and the Company to consummate the Transaction are
subject to the satisfaction of the following conditions:

                  (a) Corporate Authorizations. The Board of Directors and
stockholders of the Company shall have authorized and adopted this Agreement and
approved the Merger. All stockholders of the Company shall have waived their
Appraisal Rights with respect to the Merger. The Board of Directors of NHTC
shall have authorized and adopted this Agreement and approved the Merger . The
Board of Directors of MergerCo, and NHTC, as the sole stockholder of MergerCo,
shall have authorized and adopted this Agreement and approved the Merger. All of
the foregoing authorizations and approvals shall be in full force and effect as
of the Closing Date.

                  (b) Certificate and Articles of Merger. The Constituent
Corporations shall have duly executed and filed (i) in the Office of the
Secretary of State of the State of Delaware a certificate of merger in order to
consummate and effect the Merger and (ii) with the Secretary of State of the
State of Minnesota articles of merger in order to consummate and effect the
Merger, each in form and substance reasonably satisfactory to the parties hereto
(or their counsel), and the parties shall have received evidence reasonably
satisfactory to them that the Merger shall have become effective under Delaware
Law and Minnesota Law.

         SECTION 5.02. Conditions to Obligations of the Acquirors. The
obligation of the Acquirors to consummate the Transaction is subject to the
satisfaction of the following further conditions, each of which may be waived by
either or both of the Acquirors.

                  (a) Representations and Warranties; Performance of
Obligations. The representations and warranties of the Company set forth in
Article III shall be true and correct in all material respects on the Closing
Date. The Company shall have performed the agreements and obligations required
to be performed by it under this Agreement prior to the Closing Date. The
Company shall have delivered to the Acquirors a certificate signed by an
executive officer thereof certifying to its compliance with the foregoing, in
form and substance reasonably satisfactory to the Acquirors (or their counsel).

                  (b) Charter, Bylaws, etc. The Company shall have delivered to
the Acquirors a certificate signed by its sole officer certifying to: (i) a
true, correct and complete copy of the Company's certificate or articles of
incorporation, (ii) a true, correct and complete copy of the Company's bylaws,
(iii) a true, correct and complete copy of all Company Board of Directors and
stockholder resolutions adopted in connection with this Agreement and/or the
Transaction, and (iv) the identity and signature of its officer or officers who
shall have executed this Agreement or any other Company Document on or before
the Closing Date.

                  (c) Consents and Notices. All Consents and Notices (in
addition to those provided for in Section 5.01) which may be necessary or
appropriate in order for the Acquirors to consummate the Transaction and/or to
continue in effect, and to assure that the Surviving Corporation shall be

                                       13
<PAGE>

entitled to have and enjoy, all of the benefits of the Company Contracts,
Company Permits, Company IP and the properties and assets of the Company after
the Effective Time shall have been duly obtained (in the case of Consents) or
given (in the case of Notices) and shall be unconditional and in full force and
effect.

                  (d) Legal Restraints. There shall not have been proposed or
enacted any Laws, or any change in any existing Laws, which prohibits or delays,
or threatens to prohibit or delay, the consummation of the Transaction. No
action, suit, claim or proceeding shall have been commenced or threatened by any
governmental authority or private party: (i) seeking to restrain, enjoin or
hinder, or seeking damages from the Acquirors or any Subsidiary, stockholder or
affiliate thereof on account of the consummation of, the Transaction, or
challenging any of the terms or provisions of this Agreement (including the
amount of Merger Consideration, or the allocation thereof among the stockholders
of the Company), or (ii) which could reasonably be expected to have a Company
Material Adverse Effect or Acquiror Material Adverse Effect. No judgment,
injunction, order or decree of any court or arbitrator of competent jurisdiction
or any governmental or regulatory body, agency, official or authority, shall
have been entered or issued: (i) to restrain, enjoin or hinder, or to obtain
damages from the Acquirors or any Subsidiary, stockholder or affiliate thereof
on account of the consummation of, the Transaction, or challenging any of the
terms or provisions of this Agreement (including the amount of Merger
Consideration, or the allocation thereof among the stockholders of the Company),
or (ii) which could reasonably be expected to have a Company Material Adverse
Effect or Acquiror Material Adverse Effect.

                  (e) Company Common Stock Certificates. All original
certificates representing outstanding shares of Company Common Stock immediately
prior to the effective time shall have been delivered to the Acquirors for
cancellation, and shall be duly endorsed in blank by the registered holder
thereof or accompanied by a stock power duly executed in blank by such holder..

                  (f) Stockholders Agreement. The stockholders of the Company
immediately prior to the Effective Time, and any other persons to whom any such
stockholders may have assigned or otherwise transferred his right to receive
Merger Consideration (each, a "Merger Consideration Recipient") shall have
executed and delivered a Stockholders Agreement (1) with respect to certain (i)
put rights, rights of first refusal, "piggyback" registration rights, and voting
obligations, (ii) voting obligations with respect to the Merger Shares, and
(iii) indemnification obligations on the part of such stockholders in the event
that the Company shall have breached any of its representations, warranties,
covenants or agreements set forth herein, and (2) otherwise in form and
substance satisfactory to NHTC and such stockholders (the "Stockholders
Agreement").

                  (g) IRS Forms W-9 and W-8. Each Merger Consideration Recipient
shall have completed, executed and delivered to the Acquirors an IRS Form W-9.

                  (h) JCavanaugh and JLandry Agreements. John Cavanaugh
("JCavanaugh") and Jason Landry ("JLandry") shall have executed and delivered
to: (i) the Surviving Corporation (x) the Employment Agreements (as defined in
Section 5.03(h)), and (y) as either a constituent part of such Employment
Agreements or by separate agreement, non-competition and non-solicitation
agreements in form and substance acceptable to such parties, and (ii) NHTC the

                                       14
<PAGE>

NQO Agreements (as defined in Section 5.03(i)). The non-competition and
non-solicitation undertakings of JCavanaugh and JLandry contemplated by the
foregoing clause (ii) constitute material inducements to the Acquirors'
participation in the Transaction and a material part of the consideration
hereunder flowing to such parties.

                  (i) Assignment of Rights to MarketVision Software. Each
Contributor who have contributed to or participated in the conception and
development of MarketVision Software that are not party to a written agreement
with the Company that has accorded the Company full, effective, exclusive and
original ownership of all Intellectual Property Rights relating to the
MarketVision Software, shall have executed and delivered to the Company
appropriate instruments of assignment conveying to the Company, for no
additional consideration, full, effective, and exclusive ownership of all that
Contributor's Intellectual Property Rights relating to the MarketVision
Software.

                  (j) License of MarketVision Software. The Company and an
entity the majority of whose voting interests are owned by certain stockholders
of the Company prior to the Effective Time (the "Stockholder Entity") shall have
executed and delivered a License Agreement among NHTC, the Company and such
Stockholder Entity granting certain rights to the MarketVision Software to the
Stockholder Entity both prior to and subsequent to a payment default under the
First 6-Month Note, 21-Month Note or Second 6-Month Note, or if the market price
of the NHTC Common Stock falls below certain levels for a certain period of time
after the Closing Date, which agreement shall be in form and substance
satisfactory to NHTC and the Stockholder Entity (the "MarketVision Software
License Agreement").

                  (k) Other Matters. The Company and stockholders of the Company
shall have furnished or caused to be furnished to the Acquirors, in form and
substance reasonably satisfactory to the Acquirors (or their counsel), such
other certificates and evidences as the Acquirors may reasonably request as to
the satisfaction of the conditions contained in Section 5.01 or 5.02.

         SECTION 5.03. Conditions to Obligations of the Company. The obligation
of the Company to consummate the Transaction is subject to the satisfaction of
the following further conditions, each of which may be waived by the Company.

                  (a) Representations and Warranties; Performance of
Obligations. The representations and warranties of the Acquirors set forth in
Article IV shall be true and correct in all material respects on the Closing
Date. The Acquirors shall have performed the agreements and obligations required
to be performed by them under this Agreement prior to the Closing Date. The
Acquirors shall have delivered to the Company a certificate signed by an
executive officer thereof certifying to their compliance with the foregoing, in
form and substance reasonably satisfactory to the Company (or its counsel).

                  (b) Charter, Bylaws, etc. Each Acquiror shall have delivered
to the Company a certificate signed by two or more of its officers certifying
to: (i) a true, correct and complete copy of such Acquiror's certificate or
articles of incorporation, (ii) a true, correct and complete copy of such
Acquiror's bylaws, (iii) a true, correct and complete copy of all resolutions
adopted by the Board of Directors and (in the case of MergerCo) stockholder of
such Acquiror in connection with this Agreement and/or the Transaction, and (iv)

                                       15
<PAGE>

the identity and signature of its officer or officers who shall have executed
this Agreement or any other Acquiror Document on its behalf on or before the
Closing Date.

                  (c) Consents and Notices. All Consents and Notices (in
addition to those provided for in Section 5.01) which may be necessary or
appropriate in order for the Company to consummate the Transaction shall have
been duly obtained (in the case of Consents) or given (in the case of Notices)
and shall be unconditional and in full force and effect.

                  (d) Legal Restraints. There shall not have been proposed or
enacted any Laws, or any change in any existing Laws, which prohibits or delays,
or threatens to prohibit or delay, the consummation of the Transaction or which
could reasonably be expected to have an Acquiror Material Adverse Effect. No
action, suit, claim or proceeding shall have been commenced or threatened by any
governmental authority or private party: (i) seeking to restrain, enjoin or
hinder, or seeking damages from any stockholder or affiliate of the Company on
account of the consummation of, the Transaction, or challenging any of the terms
or provisions of this Agreement (including the amount of Merger Consideration,
or the allocation thereof among the stockholders of the Company), or (ii) which
could reasonably be expected to have an Acquiror Material Adverse Effect or
Company Material Adverse Effect. No judgment, injunction, order or decree of any
court or arbitrator of competent jurisdiction or any governmental or regulatory
body, agency, official or authority, shall have been entered or issued: (i) to
restrain, enjoin or hinder, or to obtain damages from any stockholder or
affiliate of the Company on account of the consummation of, the Transaction, or
challenging any of the terms or provisions of this Agreement (including the
amount of Merger Consideration, or the allocation thereof among the stockholders
of the Company), or (ii) which could reasonably be expected to have an Acquiror
Material Adverse Effect or Company Material Adverse Effect.

                  (e) Dividend of Excess Cash. The Company shall have declared
and paid to the stockholders of the Company as of the relevant record date
thereof an amount equal to: (i) all cash on hand standing to the credit of the
Company on the Closing Date less (ii) an amount equal to the legal, professional
and other fees, costs and expenses incurred by the Company or its stockholders
in connection with this Agreement and/or the Transaction. The Surviving
Corporation shall pay (i) on the Closing Date all such unpaid fees, costs and
expenses invoiced on or prior to the Closing date, and (ii) after receipt of a
proper invoice therefor, any remaining such fees, costs and expenses.

                  (f) Merger Consideration. NHTC shall have delivered to each
Merger Consideration Recipient (i) duly executed and completed certificates
representing the number of Merger Shares, (ii) payment of the amount of Cash
Consideration, and (iii) a duly executed and completed original First 6-Month
Note, 21-Month Note and Second 6-Month Note, each dated the Closing Date in the
appropriate original principal amount, as shall be deliverable or payable to
such Merger Consideration Recipient under Section 1.02(c). The Certificates
representing the Merger Shares shall not be registered under the Securities Act
of 1933, as amended, and shall be accordingly legended as provided in the
Stockholders Agreement.

                                       16
<PAGE>

                  (g) Stockholders Agreement. NHTC shall have executed and
delivered the Stockholders Agreement.

                  (h) Employment Agreements. The Surviving Corporation shall
have executed and delivered to each of JCavanaugh and JLandry an employment
agreement in form and substance acceptable to such parties ("Employment
Agreements").

                  (i) Non-Qualified Options. NHTC (i) shall have granted to
JCavanaugh and JLandry non-qualified stock options to purchase 253,580
restricted shares and 56,420 restricted shares (respectively) of NHTC Common
Stock at an exercise price equal to $18.11 per share, and (ii) shall have
executed and delivered to such persons Non-Qualified Stock Option Agreements in
form and substance reasonably satisfactory to such parties ("NQO Agreements").

                  (j) License Agreement. NHTC and the Company shall have
executed and delivered the MarketVision Software License Agreement.

                  (k) Home Computers. The Company shall have transferred
ownership of the currently Company-owned personal computers located in the homes
of JCavanaugh and JLandry to such persons.

                  (l) Other Matters. The Acquirors shall have furnished or
caused to be furnished to the Company, in form and substance reasonably
satisfactory to the Company (or its counsel), such other certificates and
evidences as the Company may reasonably request as to the satisfaction of the
conditions contained in Section 5.01 or 5.03.

                            ARTICLE VI: MISCELLANEOUS

         SECTION 6.01. Transitional Arrangements. The parties shall use their
reasonable best efforts to agree upon an operating and capital budget for the
Surviving Corporation on or prior to April 30, 2004. The management of all
corporate functions of the Surviving Corporation, such as finance, accounting,
legal, income and sales tax filings, payroll, trade payables, group health and
commercial insurance, shall be moved from the Company's current address to
NHTC's corporate headquarters in Dallas within 90 days after the Closing Date.

         SECTION 6.02. Further Assurances. From and after the Closing Date, the
officers of the Surviving Corporation will be authorized to execute and deliver,
in the name and on behalf of each Constituent Corporation, any deeds, bills of
sale, assignments or assurances and to take and do, in the name and on behalf of
each Constituent Corporation, any other actions and things to vest, perfect or
confirm of record or otherwise in the Surviving Corporation any and all right,
title and interest in, to and under any of the rights, properties or assets of
the Constituent Corporations acquired by the Surviving Corporation as a result
of, or in connection with, the Merger.

         SECTION 6.03. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile or similar
writing) and shall be given,

                                       17
<PAGE>

              if to either Acquiror, to:
                       [c/o]   Natural Health Trends Corp. 12901 Hutton
                               Drive Dallas, Texas 75234 Attention: Mark
                               Woodburn Facsimile: (972) 243-5428
                               Telephone: (972) 241-4080

                  with a copy to:
                               Brown Rudnick Berlack Israels LLP
                               120 West 45th Street
                               New York, New York  10036
                               Attention: Alan Forman, Esq./Claude A. Baum, Esq.
                               Facsimile: (212) 704-0196
                               Telephone: (212) 704-0100

              if to the Company, to:
                               MarketVision Communications Corp.
                               7034 Willow Creek Road
                               Eden Prairie, MN  55344
                               Attention:  John Cavanaugh
                               Facsimile: (952) 943-9541
                               Telephone: (952) 943-9541

                  with a copy to:
                               Fredrikson & Byron
                               4000 Pillsbury Center
                               200 South Sixth Street
                               Minneapolis, Minnesota  55402
                               Attention: John J. Erhart, Esq.
                               Facsimile: (612) 492-7077
                               Telephone: (612) 492-7035

or such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the other parties hereto. Each such notice, request
or other communication shall be effective (i) if given by facsimile, when such
facsimile is transmitted to the facsimile number specified in this Section and
the appropriate confirmation or answerback is received or (ii) if given by any
other means, when delivered at the address specified in this Section.

         SECTION 6.04. Survival of Representations and Warranties, etc. The
representations, warranties, covenants and agreements contained herein and in
any certificate or other writing delivered pursuant hereto shall survive the
Closing Date and Effective Time.

         SECTION 6.05. Amendments and Waivers. (a) Any provision of this
Agreement may be amended or waived prior to the Effective Time if, and only if,
such amendment or waiver is in writing and signed, in the case of an amendment,

                                       18
<PAGE>

by each party hereto or, in the case of a waiver, by the party or parties
against whom the waiver is to be effective; provided that after the adoption of
this Agreement by the stockholders of the Company no such amendment or waiver
shall, without the further approval of such stockholders, alter or change (i)
the amount or kind of consideration to be received in exchange for any shares of
capital stock of the Company, (ii) any term of the certificate of incorporation
of the Surviving Corporation or (iii) any of the terms or conditions of this
Agreement if such alteration or change would adversely affect the holders of any
shares of capital stock of the Company.

                  (b) No failure or delay by any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.

         SECTION 6.06. Expenses. Each party hereto shall bear its own legal
fees, accountants' fees and other costs and expenses with respect to the
negotiation, execution and the delivery of this Agreement and the consummation
of the Transaction. Such fees, costs and expenses of the Company or its
stockholders may be paid in accordance with Section 5.03(e).

         SECTION 6.07. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. No party may assign, delegate or
otherwise transfer any of its rights or obligations under this Agreement without
the consent of the other parties hereto; provided that any or all rights of any
party to receive the performance of the obligations of the other parties
hereunder (but not any obligations of any party hereunder) and rights to assert
claims against the other parties in respect of breaches of representations,
warranties, covenants or agreements may be assigned as collateral to any person
or entity extending credit to such party or any of its Subsidiaries.

         SECTION 6.08. Third Party Rights. Except as permitted pursuant to
Section 6.07 and with respect to the Merger Consideration deliverable to Merger
Consideration Recipients, this Agreement and the other Acquiror Documents and
Company Documents shall not create benefits on behalf of any employee,
consultant, agent or other representative of any person or entity not party
hereto, and this Agreement and the other Acquiror Documents and Company
Documents shall be effective only as between the parties hereto, their
successors and permitted assigns.

         SECTION 6.09. Illegalities. In the event that any provision contained
in this Agreement shall be determined to be invalid, illegal or unenforceable in
any respect for any reason, the validity, legality and enforceability of any
such provision in every other respect, and the remaining provisions of this
Agreement, shall not, at the election of the party for whose benefit the
provision exists, be in any way impaired.

         SECTION 6.10. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Delaware (without
regard to the choice of law principles thereof that would result in the
application of the laws of any other jurisdiction).

                                       19
<PAGE>

         SECTION 6.11. Public Announcements. No party hereto shall make any
announcement to the public or their respective "trades", employees, customers or
suppliers with respect to this Agreement or the Transaction to which the other
parties hereto shall reasonably object (it being acknowledged and agreed by the
Company that (i) NHTC may be required under the U.S. Securities Exchange Act of
1934, as amended, to report this Agreement and the Transaction, and (ii) such
reporting shall be permitted in all events).

         SECTION 6.12. Remedies. The parties hereto acknowledge that the remedy
at law for any breach of their respective obligations to effect the Transaction
is and will be insufficient and inadequate and that the parties hereto shall be
entitled to equitable relief, in addition to remedies at law. Each party hereto
hereby waives the defense that there is an adequate remedy at law in the event
of any action to enforce the provisions of this Agreement to effect the
Transaction. Without limiting any remedies that any party hereto may otherwise
have hereunder or under applicable law in the event that any other party hereto
refuses to perform its obligations under this Agreement to consummate the
Transaction, such parties shall have, in addition to any other remedy at law or
in equity, the right to specific performance.

         SECTION 6.13. Complete Agreement. This Agreement (which includes the
Exhibits hereto), together with the Company Documents and Acquiror Documents,
contain the entire agreement among the parties hereto with respect to the
subject matter hereof and supersedes all prior written or oral agreements and
understandings among the parties with respect to such matters.

         SECTION 6.14. Headings and References. The Article, Section and Exhibit
headings in this Agreement are for convenience of reference purposes only and
shall not control or affect the meaning or construction of any provision of this
Agreement. All Article, Section and Exhibit references in this Agreement shall,
unless the context otherwise requires, be construed to be references to
corresponding Article, Section or Exhibit in or to this Agreement.

         SECTION 6.15. Gender; Singular and Plural. Words of gender or neuter
may be read as masculine, feminine or neuter, as required or permitted by the
context. Singular and plural forms of defined and other terms herein may be read
as singular or plural, as required or permitted by the context.

         SECTION 6.16. Counterparts. This Agreement may be signed in any number
of counterpart, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.


              [The remainder of this page is intentionally blank.]

                                       20
<PAGE>

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


NATURAL HEALTH TRENDS CORP.               MARKETVISION COMMUNICATIONS
                                           CORPORATION



By: /s/ MARK D. WOODBURN                  By: /s/ JOHN CAVANAUGH
    ------------------------------            --------------------------------
    Name:  Mark D. Woodburn                   Name:  John Cavanaugh
    Title: President and CFO                  Title: President




MV MERGERCO, INC.



By: /s/ MARK D. WOODBURN
    ------------------------------
    Name:  Mark D. Woodburn
    Title: CFO and Secretary





          CERTIFICATION PURSUANT TO DELAWARE LAW, SS.SS.251(C) & 252(C)

         I, Mark D. Woodburn, the Secretary of MV MERGERCO, INC. ("MergerCo"),
do hereby certify that a majority of the outstanding stock of MergerCo entitled
to vote for the adoption of the above Agreement and Plan of Merger, dated as of
March 31, 2004, among Natural Health Trends Corp., MergerCo and MarketVision
Communications Corporation voted in favor of its adoption.

Dated: March 31, 2004                        /s/ MARK D. WOODBURN
                                             -----------------------------------
                                             Name: Mark D. Woodburn, Secretary

                                       21
<PAGE>

                                   SCHEDULE A


                       Allocation of Merger Consideration
                       ----------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
                                   Number of
                    Number of      shares of
                     Company         NHTC
                     Shares         Common            Cash
       Name        Surrendered       Stock        Consideration                  Notes
- --------------------------------------------------------------------------------------------------------
<S>                  <C>             <C>          <C>                <C>
- --------------------------------------------------------------------------------------------------------
J. Cavanaugh         400,000         196,420      $1,093,563.75      $1,093,563.75 - First 6 Month Note

                                                                     $  389,937.60 - Second 6 Month Note

                                                                     $  450,000 - 21 Month Note

- --------------------------------------------------------------------------------------------------------
J. Landry             88,889          43,580      $  243,311.25      $243,311.25 - First 6 Month Note

                                                                     $ 86,652.80 - Second 6 Month Note

                                                                     $100,000 - 21 Month Note

- --------------------------------------------------------------------------------------------------------
T. LaCore            400,000         450,000      $           0      $      0 - First 6 Month Note

                                                                     $389,937.60 - Second 6 Month Note

                                                                     $450,000 - 21 Month Note

- --------------------------------------------------------------------------------------------------------
Total                888,889         690,000      $   1,336,875
- --------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                                                       EXHIBIT A
                                                                       ---------

                           Form of First 6-Month Note
                           --------------------------

                                 PROMISSORY NOTE
                              (6 Months or Earlier)

[$1,336,875]                                               [March 31, 2004]


         For value received, the undersigned NATURAL HEALTH TRENDS CORP.
(hereinafter, "Payor"), hereby promises to pay to the order of [MERGER
CONSIDERATION RECIPIENT] (hereinafter, "Payee"), in such coin or currency of the
United States which shall be legal tender in payment of all debts and dues,
public and private, at the time of payment, the principal sum of ________
DOLLARS ($__________), on the earlier of (i) September 30, 2004, and (ii) the
first business day following the date that the Payor shall have completed as
Qualified Equity Raise (as hereinafter defined) (as the case may be, the
"Maturity Date") together with interest from and after the date hereof on the
unpaid principal balance outstanding at a rate per annum equal to four percent
(4%).

         For purposes of this promissory note (this "Note"), "Qualified Equity
Raise" means one or more public offerings and/or private placements consummated
by the Payor after the Closing Date of its debt and/or equity securities so as
to yield to the Payor, in the aggregate not less than $5,000,000.

         The entire principal amount of and all interest under this Note shall
be due and payable in full on the Maturity Date. Payor may prepay this Note at
any time in whole, or from time to time in part, without penalty or premium. Any
such payment shall be applied first to accrued and unpaid interest hereunder and
then to principal.

         This Note is one of the $1,336,875 aggregate principal amount of
promissory notes executed and delivered by the Payor to evidence a portion of
the Merger Consideration payable pursuant to the terms of that certain Agreement
and Plan of Merger dated as of March 31, 2004 (the "Merger Agreement"), among
the Payor, MV MergerCo, Inc. and MarketVision Communications Corporation.
Capitalized terms used herein and not otherwise defined shall have the meaning
ascribed to such term in the Merger Agreement

         If any one or more of the following events of default should occur:

         (a)      The Payor shall default in the payment of all or any part of
the principal of or interest on this Note or any of the other Promissory Notes
when due, and such default shall continue for a period of thirty (30) days after
written notice of such default shall be made to Payor;

                                      A-1
<PAGE>

         (b)      The Payor (or any subsidiary thereof) shall default in the
payment of all or any part of the obligations under the Employment Agreements
when due, and such default shall continue for a period of thirty (30) days after
written notice of such default shall be made to Payor (or any such relevant
subsidiary thereof);

         (c)      The Payor liquidates or dissolves or ceases the conduct of
substantially all of its business activities; or

         (d)      The Payor shall admit in writing its inability to pay its
debts as they mature or shall have made a general assignment for the benefit of
creditors or shall have filed a voluntary petition in bankruptcy or for a
reorganization or to effect a plan or other arrangement of creditors; or shall
have filed an answer to a creditor's petition or other petition filed against it
(admitting the material allegations thereof) for an adjudication in bankruptcy
or for a reorganization; or shall have applied for or permitted the appointment
of a receiver, trustee or custodian for any of its property or assets; or an
order shall be entered and shall not be dismissed or stayed within sixty (60)
days after its entry approving any petition for a reorganization of the Payor;

then, upon the occurrence of any one or more of such events of default, the
unpaid principal balance of and all interest accrued on this Note (and the other
Promissory Notes) shall be immediately due and payable, and the unpaid principal
balance of and accrued interest on this Note (and the other Promissory Notes)
shall thereupon be due and payable without further demand, presentation, protest
or further notice of any kind, all of which are hereby waived.

         In the event the Payor shall default in the payment of all or any part
of the principal of or interest on this Note when due, and such default
continues for a period of ten (10) days after written notice is given to the
Payor, the Payor shall make a late payment penalty to the Payee equal to five
percent (5%) of the amount of the late payment.

         The Payor shall pay on demand all costs reasonably incurred by the
holder hereof in effecting the collection of the principal of and interest on
this Note, including the reasonable fees and disbursements of counsel.

         Time is of the essence of this Note. To the fullest extent permitted by
applicable law, Payor, for itself and its legal representatives, successors and
assigns, expressly waives presentment, demand, protest, notice of dishonor,
notice of non-payment, notice of maturity, notice of protest, presentment for
the purpose of accelerating maturity, diligence in collection, and the benefit
of any exemption or insolvency laws.

         Wherever possible, each provision of this Note shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or remaining provisions of
this Note. No delay or failure on the part of Payee in the exercise of any right
or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in
any default, nor shall any single or partial exercise by Payee of any right or
remedy preclude any other right or remedy.

                                      A-2
<PAGE>

         Notwithstanding anything to the contrary set forth in this Notes, any
amounts owing by any Original Holder under Article 6 of the Stockholders
Agreement (as such terms are defined in the Merger Agreement) may be satisfied
by the Payor (but the Payor shall not be obligated to seek such satisfaction) by
setting-off such amounts against amounts owing by the Payor under this Note.

         This Note shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware.

         IN WITNESS WHEREOF, Payor has caused this Note to be duly executed and
delivered on the date first above written.


                                       NATURAL HEALTH TRENDS CORP.


                                       By: /s/
                                           -----------------------------------
                                           Name:
                                           Title:

                                      A-3
<PAGE>

                                                                       EXHIBIT B
                                                                       ---------

                              Form of 21-Month Note
                              ---------------------

                                 PROMISSORY NOTE
                                   (21 Months)

$1,000,000                                                   March 31, 2004


         For value received, the undersigned NATURAL HEALTH TRENDS CORP.
(hereinafter, "Payor"), hereby promises to pay to the order of [MERGER
CONSIDERATION RECIPIENT] (hereinafter, "Payee"), in such coin or currency of the
United States which shall be legal tender in payment of all debts and dues,
public and private, at the time of payment, the principal sum of ________
DOLLARS ($__________), on December 31, 2005 (the "Maturity Date") together with
interest from and after the date hereof on the unpaid principal balance
outstanding at a rate per annum equal to four and one-half percent (41/2 %).

         No payments of principal or interest shall be due and payable until
June 30, 2004 (the "Payment Commencement Date"). On the Payment Commencement
Date, all interest accrued under this Note shall be capitalized (that is, added
to principal). Payor shall make 18 equal monthly payments consisting of
principal and interest calculated on a "straight line" (or "mortgage")
amortization basis over a period commencing on the Payment Commencement Date and
ending on the Maturity Date.

         The entire principal amount of and all interest under this Note shall
be due and payable in full on the Maturity Date. Payor may prepay this Note at
any time in whole, or from time to time in part, without penalty or premium. Any
such payment shall be applied first to accrued and unpaid interest hereunder and
then to principal.

         This Note is one of the $1,000,000 aggregate principal amount of
promissory notes (21 months) executed and delivered by the Payor to evidence a
portion of the Merger Consideration payable pursuant to the terms of that
certain Agreement and Plan of Merger dated as of March 31, 2004 (the "Merger
Agreement"), among the Payor, MV MergerCo, Inc. and MarketVision Communications
Corporation. Capitalized terms used herein and not otherwise defined shall have
the meaning ascribed to such term in the Merger Agreement.

         If any one or more of the following events of default should occur:

         (a)      The Payor shall default in the payment of all or any part of
the principal of or interest on this Note or any of the other Promissory Notes
when due, and such default shall continue for a period of thirty (30) days after
written notice of such default shall be made to Payor;

                                      B-1
<PAGE>

         (b)      The Payor (or any subsidiary thereof) shall default in the
payment of all or any part of the obligations under the Employment Agreements
when due, and such default shall continue for a period of thirty (30) days after
written notice of such default shall be made to Payor (or any such relevant
subsidiary thereof);

         (c)      The Payor liquidates or dissolves or ceases the conduct of
substantially all of its business activities; or

         (d)      The Payor shall admit in writing its inability to pay its
debts as they mature or shall have made a general assignment for the benefit of
creditors or shall have filed a voluntary petition in bankruptcy or for a
reorganization or to effect a plan or other arrangement of creditors; or shall
have filed an answer to a creditor's petition or other petition filed against it
(admitting the material allegations thereof) for an adjudication in bankruptcy
or for a reorganization; or shall have applied for or permitted the appointment
of a receiver, trustee or custodian for any of its property or assets; or an
order shall be entered and shall not be dismissed or stayed within sixty (60)
days after its entry approving any petition for a reorganization of the Payor;

then, upon the occurrence of any one or more of such events of default, the
unpaid principal balance of and all interest accrued on this Note (and the other
Promissory Notes) shall be immediately due and payable, and the unpaid principal
balance of and accrued interest on this Note (and the other Promissory Notes)
shall thereupon be due and payable without further demand, presentation, protest
or further notice of any kind, all of which are hereby waived.

         In the event the Payor shall default in the payment of all or any part
of the principal of or interest on this Note when due, and such default
continues for a period of ten (10) days after written notice is given to the
Payor, the Payor shall make a late payment penalty to the Payee equal to five
percent (5%) of the amount of the late payment.

         The Payor shall pay on demand all costs reasonably incurred by the
holder hereof in effecting the collection of the principal of and interest on
this Note, including the reasonable fees and disbursements of counsel.

         Time is of the essence of this Note. To the fullest extent permitted by
applicable law, Payor, for itself and its legal representatives, successors and
assigns, expressly waives presentment, demand, protest, notice of dishonor,
notice of non-payment, notice of maturity, notice of protest, presentment for
the purpose of accelerating maturity, diligence in collection, and the benefit
of any exemption or insolvency laws.

         Wherever possible, each provision of this Note shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or remaining provisions of
this Note. No delay or failure on the part of Payee in the exercise of any right
or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in
any default, nor shall any single or partial exercise by Payee of any right or
remedy preclude any other right or remedy.

                                      B-2
<PAGE>

         Notwithstanding anything to the contrary set forth in this Notes, any
amounts owing by any Original Holder under Article 6 of the Stockholders
Agreement (as such terms are defined in the Merger Agreement) may be satisfied
by the Payor (but the Payor shall not be obligated to seek such satisfaction) by
setting-off such amounts against amounts owing by the Payor under this Note.

         This Note shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware.

         IN WITNESS WHEREOF, Payor has caused this Note to be duly executed and
delivered on the date first above written.


                                       NATURAL HEALTH TRENDS CORP.


                                       By: /s/
                                           -----------------------------------
                                           Name:
                                           Title:

                                      B-3

<PAGE>

                                                                       EXHIBIT C
                                                                       ---------

                           Form of Second 6-Month Note
                           ---------------------------

                                 PROMISSORY NOTE
                                   (6 Months)

$[866,528]                                                   March 31, 2004


         For value received, the undersigned NATURAL HEALTH TRENDS CORP.
(hereinafter, "Payor"), hereby promises to pay to the order of [MERGER
CONSIDERATION RECIPIENT] (hereinafter, "Payee"), in such coin or currency of the
United States which shall be legal tender in payment of all debts and dues,
public and private, at the time of payment, the principal sum of ________
DOLLARS ($__________), on September 30, 2004 (the "Maturity Date") together with
interest from and after the date hereof on the unpaid principal balance
outstanding at a variable rate per annum equal to four percent (4%).

         Payor shall make six equal monthly payments consisting of principal and
interest calculated on a "straight line" (or "mortgage") amortization basis over
a period commencing on April 30, 2004 and ending on the Maturity Date.

         The entire principal amount of and all interest under this Note shall
be due and payable in full on the Maturity Date. Payor may prepay this Note at
any time in whole, or from time to time in part, without penalty or premium. Any
such payment shall be applied first to accrued and unpaid interest hereunder and
then to principal.

         This Note is one of the $866,528 aggregate principal amount of
promissory notes executed and delivered by the Payor to evidence a portion of
the Merger Consideration payable pursuant to the terms of that certain Agreement
and Plan of Merger dated as of March 31, 2004 (the "Merger Agreement"), among
the Payor, MV MergerCo, Inc. and MarketVision Communications Corporation.
Capitalized terms used herein and not otherwise defined shall have the meaning
ascribed to such term in the Merger Agreement.

         If any one or more of the following events of default should occur:

         (a)      The Payor shall default in the payment of all or any part of
the principal of or interest on this Note or any of the other Promissory Notes
when due, and such default shall continue for a period of thirty (30) days after
written notice of such default shall be made to Payor;

         (b)      The Payor (or any subsidiary thereof) shall default in the
payment of all or any part of the obligations under the Employment Agreements
when due, and such default shall continue for a period of thirty (30) days after
written notice of such default shall be made to Payor (or any such relevant
subsidiary thereof);

                                      C-1

<PAGE>

         (c)      The Payor liquidates or dissolves or ceases the conduct of
substantially all of its business activities; or

         (d)      The Payor shall admit in writing its inability to pay its
debts as they mature or shall have made a general assignment for the benefit of
creditors or shall have filed a voluntary petition in bankruptcy or for a
reorganization or to effect a plan or other arrangement of creditors; or shall
have filed an answer to a creditor's petition or other petition filed against it
(admitting the material allegations thereof) for an adjudication in bankruptcy
or for a reorganization; or shall have applied for or permitted the appointment
of a receiver, trustee or custodian for any of its property or assets; or an
order shall be entered and shall not be dismissed or stayed within sixty (60)
days after its entry approving any petition for a reorganization of the Payor;

then, upon the occurrence of any one or more of such events of default, the
unpaid principal balance of and all interest accrued on this Note (and the other
Promissory Notes) shall be immediately due and payable, and the unpaid principal
balance of and accrued interest on this Note (and the other Promissory Notes)
shall thereupon be due and payable without further demand, presentation, protest
or further notice of any kind, all of which are hereby waived.

         In the event the Payor shall default in the payment of all or any part
of the principal of or interest on this Note when due, and such default
continues for a period of ten (10) days after written notice is given to the
Payor, the Payor shall make a late payment penalty to the Payee equal to five
percent (5%) of the amount of the late payment.

         The Payor shall pay on demand all costs reasonably incurred by the
holder hereof in effecting the collection of the principal of and interest on
this Note, including the reasonable fees and disbursements of counsel.

         Time is of the essence of this Note. To the fullest extent permitted by
applicable law, Payor, for itself and its legal representatives, successors and
assigns, expressly waives presentment, demand, protest, notice of dishonor,
notice of non-payment, notice of maturity, notice of protest, presentment for
the purpose of accelerating maturity, diligence in collection, and the benefit
of any exemption or insolvency laws.

         Wherever possible, each provision of this Note shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited or invalid under applicable law, such
provision shall be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or remaining provisions of
this Note. No delay or failure on the part of Payee in the exercise of any right
or remedy hereunder shall operate as a waiver thereof, nor as an acquiescence in
any default, nor shall any single or partial exercise by Payee of any right or
remedy preclude any other right or remedy.

         Notwithstanding anything to the contrary set forth in this Notes, any
amounts owing by any Original Holder under Article 6 of the Stockholders
Agreement (as such terms are defined in the Merger Agreement) may be satisfied
by the Payor (but the Payor shall not be obligated to seek such satisfaction) by
setting-off such amounts against amounts owing by the Payor under this Note.

                                      C-2
<PAGE>

         This Note shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware.

         IN WITNESS WHEREOF, Payor has caused this Note to be duly executed and
delivered on the date first above written.


                                       NATURAL HEALTH TRENDS CORP.


                                       By: /s/
                                           -----------------------------------
                                           Name:
                                           Title:

                                      C-3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>ex10_2.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    EXHIBIT 10.2

                                                                [Execution Copy]

                             STOCKHOLDERS AGREEMENT

         THIS STOCKHOLDERS AGREEMENT, dated as of March 31, 2004 (as the same
may be modified, amended, supplemented and/or restated from time to time, this
"Agreement" or the "Stockholders Agreement"), is by and among (1) NATURAL HEALTH
TRENDS CORP., a Florida corporation (the "Issuer"), (2) the persons and/or
entities named on Schedule 1 attached hereto and made part hereof (collectively,
the "Original Holders"), and (3) the other persons and/or entities, if any
(including direct and indirect successors and transferees of the Original
Holders), who subsequently become party to this Agreement (together with the
Original Holders, collectively, the "Holders").

                                   BACKGROUND

         Under that certain Agreement and Plan of Merger, dated as of March 31,
2004 (as the same may be modified, amended, supplement and/or restated from time
to time, the "Merger Agreement"), between the Issuer, MV MergerCo, Inc. and
MarketVision Communications Corporation, the Issuer has issued (or has agreed to
issue) to each Original Holder, as part of the Merger Consideration (as defined
therein) the number of shares of Common Stock, par value $.001 per share, of the
Issuer ("Common Stock") as is indicated below such Original Holders' respective
names on the signature page hereto.

         This is the Stockholders Agreement referred to (and defined as such) in
the Merger Agreement. It is a condition precedent to the consummation of the
transactions contemplated by the Merger Agreement that the Issuer and Original
Holders execute and deliver this Agreement.

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and undertakings herein contained and of each and every act performed
or to be performed hereunder, the Holders and the Issuer hereby agree and
covenant as follows:

                         ARTICLE 1: CERTAIN DEFINITIONS

         SECTION 1.1. Agreement Definitions.  In this Agreement, the term:

                  "Affiliate" of any Holder or Close Relative/Successor means
and includes any entity controlling, controlled by, or under common control
with, such Holder or Close Relative/Successor.

                  "Blue Sky Laws" means the securities and "blue sky" laws of
any state of other jurisdiction.

                  "Close Relative/Successor" of any Holder means and includes:
(i) such Holder's spouse, (ii) such Holder's lineal descendants, (iii) any trust
established solely for the benefit of such Holder's spouse and/or lineal
descendants, and (iv) such Holder's executors, heirs, administrators or assigns,
upon death of such Holder.

<PAGE>
                                                                               2

                  "Commission" means the Securities and Exchange Commission,  or
any successor governmental authority.

                  "Market Value" of the Common Stock means, for any period, the
average of the per share of Common Stock last reported sales price for each
trading day during such period. For purposes of the foregoing, "last reported
sale price" for any trading day means (i) if the Common Stock is listed or
admitted for trading on the New York Stock Exchange or the American Stock
Exchange, the last sale price, or the closing bid price if no sale occurred, for
such trading day of the Common Stock on such securities exchange on which the
Common Stock is listed, or (ii) if not listed on the New York Stock Exchange or
the American Stock Exchange, the last reported sales price, or the closing bid
price if no sale occurred, for such trading day of the Common Stock quoted in
The Nasdaq Stock Market or (iii) if not listed on the New York Stock Exchange or
the American Stock Exchange or quoted in The Nasdaq Stock Market, the last
reported sales price, or the closing bid price if no sale occurred, for such
trading day of the Common Stock in any other system of automated dissemination
of quotations of securities prices then in common use, if the Common Stock is
then so quoted. If the Common Stock is not listed or quoted as described in any
of the foregoing clauses (i) through (iii), the Market Value of the Common Stock
for any period shall mean the market value thereof as determined by a nationally
recognized investment banking firm selected in good faith by the Board of
Directors of the Issuer.

                  "Merger Shares" means the 690,000 shares of Common Stock
originally issued under the Merger Agreement.

                  "Registrable Securities" means, at any date, shares of Common
Stock held by a Holder under this Agreement; provided that such Common Stock
shall cease to be Registrable Securities: (i) when sold or otherwise transferred
pursuant to an effective registration statement under the Securities Act or
pursuant to Rule 144 or any similar provision then in force) under the
Securities Act, and (ii) on the first anniversary of the date of this Agreement.

                  "Reorganization" means a stock dividend, stock split,
subdivision of shares, reverse split or combination of shares in respect of the
Common Stock and/or other Securities or any similar recapitalization or capital
reorganization of the Issuer, Common Stock and/or other Securities.

                  "Reorganization Securities" means all shares of Common Stock
and other securities of the Issuer issued on or with respect to any other
Securities as a result of a Reorganization.

                  "Securities" means and includes: (i) the Merger Shares, (ii)
all Reorganization Securities issued on or with respect to the Merger Shares or
any other Securities, and (iii) all shares of Common Stock and Reorganization
Securities issued upon any transfer of any of the foregoing.

                  "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission promulgated thereunder.

         SECTION 1.2. Merger Agreement Definitions. Capitalized terms used and
not defined herein have the respective meanings ascribed to such terms in the
Merger Agreement.

<PAGE>
                                                                               3

                        ARTICLE 2: RESTRICTED SECURITIES

         SECTION 2.1. Acquisition for Investment. Each Holder hereby
acknowledges his understanding that the Merger Shares are not, and any other
Securities may not be, registered under the Securities Act, or registered or
qualified under any Blue Sky Laws, on the grounds that the offering, sale,
issuance and delivery thereof is exempt from the registration and/or
qualification requirements thereof, and that the Issuer's reliance on such
exemption is predicated in part on the following covenants, agreements and
acknowledgments of the Holders. Each Holder hereby represents and warrants to
and covenants and agrees with the Issuer that such Holder: (1) has been
furnished with all information which such Holder deems necessary to evaluate the
merits and risks of the acquisition of his Securities; (2) has had the
opportunity to ask questions and receive answers concerning the information
received about his Securities and the Issuer; (3) has been given the opportunity
to obtain any additional information such Holder deems necessary to verify the
accuracy of any information obtained concerning his Securities and the Issuer;
(4) by reason of such Holder's business and financial experience, such Holder,
has such knowledge, sophistication and experience in business and financial
matters so as to be capable of evaluating the merits and risks of an investment
in his Securities; (5) is acquiring his Securities for his own personal account
for investment purposes and not with a view to the sale or distribution of all
or any part of his Securities (or any interest therein); (6) owns the entire
beneficial interest in his Securities, and the offer to invest in his Securities
was made to such Holder on a personal contact basis and not by means of any
general solicitation or general advertising; (7) understands that: (i) his
Securities cannot be resold unless they are subsequently registered under the
Securities Act, registered or qualified under all applicable Blue Sky Laws, or
an exemption from such registration and qualification is available, and (ii)
neither the Issuer nor any other person is obligated to effect such registration
or qualification (except as otherwise provided hereunder); (8) will not offer,
sell, transfer, distribute or otherwise dispose of his Securities except in
compliance with the Securities Act and all applicable Blue Sky Laws; (9) has
adequate means of providing for his current needs and foreseeable personal
contingencies and has no need for his investment in his Securities to be liquid;
(10) is able to bear the economic risk of the investment in his Securities
indefinitely; and (11) is currently able to afford the complete loss of
such investment.

         SECTION 2.2. Restrictive  Legends.  Certificates for all Securities now
or  hereafter  issued to and held by the Holders  shall be marked  conspicuously
with: (i) for so long as appropriate,  a legend stating that the Securities have
not been  registered or qualified under the Securities Act and Blue Sky Laws and
setting forth appropriate restrictions on transfer as a result thereof, and (ii)
in addition, substantially following legend:

         "THE OFFER, SALE, TRANSFER, ASSIGNMENT, PLEDGE, HYPOTHECATION
         OR OTHER DISPOSITION OR ENCUMBRANCE OF THE SECURITIES
         REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY AND SUBJECT
         TO THE TERMS OF A STOCKHOLDERS AGREEMENT DATED AS OF MARCH 31,
         2004, AS AMENDED. SUCH AGREEMENT ALSO SET FORTH CERTAIN
         OBLIGATIONS OF THE HOLDER OF THE SECURITIES REPRESENTED BY
         THIS CERTIFICATE WITH RESPECT TO THE SALE AND VOTING OF SUCH

<PAGE>
                                                                               4

         SECURITIES IN CERTAIN CIRCUMSTANCES. THE HOLDER AGREES TO BE
         BOUND BY THE TERMS OF SUCH AGREEMENT, A COPY OF WHICH IS ON
         FILE AT THE EXECUTIVE OFFICES OF THE ISSUER AND CAN BE
         INSPECTED UPON WRITTEN REQUEST OF SUCH HOLDER."

                       ARTICLE 3: RESTRICTIONS ON TRANSFER

         SECTION 3.1. In General. (A) Except as otherwise provided in this
Agreement, a Holder shall have no right to offer, sell, transfer, assign,
pledge, hypothecate or otherwise dispose of or encumber, in any manner and
whether or not for value or consideration ("Transfer"), any or all of the
Securities owned or held by such Holder (or any part of such Holder's right,
title or interest therein), unless: (i) by operation of law or pursuant to the
laws of descent and distribution, (ii) in accordance with Sections 3.2, 3.3, 3.4
and 3.5 hereof, and (iii) in the case of a Transfer in accordance with the
foregoing clause (i) and Section 3.2(A), Section 3.2(B), Section 3.2(D) and
(with respect to Private Offered Securities but not Public Offered Securities
(as such terms are defined in Section 3.3)) Section 3.3, the person or entity
(excepting the Issuer) to whom such Securities (or interest therein) are to be
sold, transferred, assigned, pledged, hypothecated or otherwise disposed of or
encumbered ("Transferred") shall have become a party to this Agreement and by
executing and delivering to the Issuer a Supplement instrument substantially in
the form of Schedule 2 hereto (a "Supplement"). Any attempted Transfer of
Securities in violation of this Article 3, whether voluntary or involuntary,
shall be void and of no force and effect. The Issuer shall not be required to
record on its books, or to otherwise recognize, any purported Transfer of
Securities in violation of this Article 3, or to recognize the rights of any
purported transferee of Securities as a result of such a Transfer.

                  (B) The Issuer is hereby authorized and empowered by each
Holder to modify, amend and supplement Schedule 1 hereto to reflect any changes
in the information therein after the date of this Agreement as a result of any
Transfer of Securities (including changes in the identity of the Holders and in
their respective holdings of Securities).

         SECTION 3.2. Pre-Approved Transfers. Each Holder shall have the right
to Transfer all or part of such Holder's Securities (and interests therein):

                  (A) in the case of a natural person Holder, to any Close
Relative/Successor of such Holder or any Affiliate of such Holder or Close
Relative/Successor;

                  (B) in the case of a corporate, partnership, limited liability
Issuer or other non-natural person Holder, to any Affiliate of such Holder;

                  (C) to any bona fide pledgee so long as such pledgee executes
and delivers to the Issuer in advance of such pledge a Supplement and any other
documentation reasonably requested by the Issuer;

                  (D) to the Issuer; and
<PAGE>
                                                                               5

                  (E) to any other person or entity (including another Holder),
provided that a majority of disinterested directors of the Issuer shall have
approved such Transfer to such person or entity.

A Transfer permitted under this Section 3.2 is hereinafter sometimes referred to
as a "Pre-Approved Transfer".

         Section 3.3. Rights of First Refusal. (A) In the event that any Holder
desires to Transfer all or part of such Holder's Securities, or any of the
Holder's right, title or interest in such Securities (other than in a
Pre-Approved Transfer), such Holder (the "Selling Holder") shall first deliver
to the Issuer (i) in the case of a proposed offer and sale of such Securities
("Public Offered Securities") in a brokered transaction through the facilities
of the securities exchange or the over-the-counter market on which they are
being traded or quoted (a "Public Transfer"), a notice thereof (a "Public
Transfer Notice") specifying number of Public Offered Securities that such
Holder wishes to so Transfer and that the method of Transfer is to be a Public
Transfer; and (ii) in the case of any other Transfer (a "Private Transfer"), a
copy of a written bona fide offer (a "Private Offer") to purchase such
Securities ("Private Offered Securities") executed by the proposed purchaser
thereof (the "Proposed Purchaser"). The Private Offer shall also disclose the
identity of the Proposed Purchaser, the proposed purchase price for the Offered
Securities, and any other material terms of the proposed transaction.

                  (B) The Issuer shall have the right, exercisable at any time
within two business days after the date of the Issuer's receipt of the written
copy of a Public Transfer Notice or Private Offer (as the case may be) as
aforesaid, to purchase such (i) Public Offered Securities for cash at a price
per share equal to the price offered by Holder to the Issuer (and its Designee)
(the "Offer Price"), or (ii) Private Offered Securities at the price proposed in
the Private Offer and otherwise (to the extent practicable) on the identical
terms thereof. Such right of the Issuer may be assigned by the Issuer to any
other person or entity approved by a majority of the disinterested directors of
the Issuer (any such assignee, the Issuer's "Designee"). In the event that the
Issuer (and its Designee) fails to exercise its right to purchase as aforesaid,
or fails to consummate its purchase after exercise in accordance with the
following Section 3.3(C), any such (x) Public Offered Securities to be included
in a Public Transfer specified in a Public Transfer Notice, then the Selling
Holder may consummate the Public Transfer of such Securities at any time within
90 days after the failure to exercise or consummate (as the case may be) at a
price equal to or greater than the Offer Price, or (y) Private Offered
Securities to be included in a Transfer specified in a Private Offer, then the
Selling Holder may consummate the Private Transfer specified in such Private
Offer with the Proposed Purchaser at any time within 90 days after the failure
to exercise or consummate (as the case may be) at the price proposed in the
Private Offer and otherwise on the identical terms thereof (or no better price
and other terms, from the standpoint of the Proposed Purchaser). If any such
Transfer is not consummated within such time period, all of the Public Offered
Securities or Private Offered Securities (as the case may be) shall continue to
be subject to all of the provisions of this Agreement. A Transfer described in a
Private Offer may be consummated only if the Proposed Purchaser identified
therein executes and delivers to the Issuer a Supplement and thereby agrees to
be bound by and to hold the Private Offered Securities subject to the applicable
provisions of this Agreement.

<PAGE>
                                                                               6

                  (C) Any purchase of Securities by the Issuer (or its Designee)
pursuant to this Section 3.3 shall be consummated not more than five (5)
business days after the date that the Issuer (or its Designee) exercises its
right to purchase the Securities pursuant to this Section 3.3. Each such closing
shall be held at the principal offices of the Issuer, or at such other place as
may be agreed upon by the parties. At any such closing: (i) the Selling Holder
shall deliver properly endorsed stock certificates, executed in blank, and all
other documents that the purchaser may reasonably require for the purpose of
establishing their absolute, unencumbered title to the Securities purchased and
obtaining their transfer on the books of the Issuer, and (ii) the purchaser
shall deliver the purchase consideration therefor. In the event that the Issuer
notifies a Holder in writing that it is exercising its right of first refusal
under this Section 3.3, and then fails to timely deliver the appropriate
purchase consideration, and such Holder has otherwise complied with the terms
and conditions of this Section 3.3, then the Issuer shall indemnify the Holder
for any loss in value resulting from Holder's subsequent sale of such offered
securities in an amount equal to the excess of the purchase consideration per
share as promised by the Issuer over the actual per share price received by the
Holder in an arms length bona fide transaction, multiplied by the actual number
of shares sold by the Holder.

         SECTION 3.4. Sale of the Issuer. If (x) the Board of Directors of the
Issuer approve the sale of the Issuer to a third party (whether through a sale
of outstanding Common Stock, assets of the Issuer, merger or otherwise), and (y)
at the time of the vote or other action of such Board Terry LaCore is a member
thereof, then each Holder shall sell all of his Securities in such sale (or, if
appropriate, vote his Securities in favor of such sale) upon the terms and
conditions approved by such Board.

         SECTION 3.5. Certain Put Rights. (A) During the 180-day period
commencing on the earlier of (i) the first anniversary of the date of this
Agreement, or (ii) the date on which the Securities are registered with the
Securities and Exchange Commission for resale to the public (the "Put Right
Period"), Original Holders John Cavanaugh and Jason Landry and any of their
transferees pursuant to a Permitted Transfer described in Section 3.2(A) or (B)
hereof (collectively, "Put Right Holders") shall have the right, exercisable at
only one time during the Put Right Period, to require the Issuer to purchase
all, and not less than all, of their Securities hereunder at an aggregate price
equal to: (i) $4.00 multiplied by the number of Merger Shares issued to such
Original Holders and held by the Put Right Holders on the date of such exercise
less (ii) the total consideration (the "Prior Consideration") received by such
Put Right Holders (or their predecessors in title) from any prior sales of such
Merger Shares (or any other Securities issued in respect thereof) (the "Put
Right Price"). The Put Right (i) may be exercised by (x) John Cavanaugh and his
direct and indirect transferees who are Put Right Holders (the "Cavanaugh
Group") and not the Landry Group (as hereinafter defined), and/or (ii) Jason
Landry and his direct and indirect transferees who are Put Right Holders (the
"Landry Group") and not the Cavanaugh Group, but (ii) may not be effectively
exercised hereunder if such attempted exercise by any member of the (x)
Cavanaugh Group is by less than all of the members of the Cavanaugh Group, or
with respect to less than all of the Merger Shares held by them, or (y) Landry
Group is all of the members of the Landry Group, or with respect to less than
all of the Merger Shares held by them.

                  (B) In the event that the Put Right Holders desire to exercise
their rights under this Section 3.5, all such Holders shall deliver to the
Issuer during the Put Right Period a written notice of such exercise, specifying

<PAGE>
                                                                               7

the identity of each Put Right Holder, the Securities held by each, evidence of
all of the Prior Consideration received by the Put Right Holder and the Put
Right Price therefor. Any sale of Securities to the Issuer pursuant to this
Section 3.4 shall be consummated not more than 30 days after the date that the
Put Right Holders deliver such notice. Such closing shall be held at the
principal offices of the Issuer, or at such other place as may be agreed upon by
the parties. At any such closing: (i) the Put Right Holders shall deliver
properly endorsed stock certificates, executed in blank, and all other documents
that the Issuer may reasonably require for the purpose of establishing their
absolute, unencumbered title to the Securities purchased and obtaining their
transfer on the books of the Issuer, and (ii) the Issuer shall deliver the Put
Right Price therefor.

         SECTION 3.6. Void Transfers. Except for Transfers by operation of law
or pursuant to the laws of descent and distribution (it being understood,
however, that the other applicable provisions of this Article 3 shall apply to
such Transfers), any attempted Transfer of Securities in violation of this
Article 3, whether voluntary or involuntary, shall be void and of no force and
effect. The Issuer shall not be required to record on its books, or to otherwise
recognize, any purported Transfer of Securities in violation of this Article 3,
or to recognize the rights of any purported transferee of Securities as a result
of such a Transfer.

                         ARTICLE 4: REGISTRATION RIGHTS

         SECTION 4.1. Piggyback Registrations. (A) If the Issuer proposes to
file with the Commission a registration statement under the Securities Act
(other than a registration statement (x) on Form S-4 or S-8, or any form
substituting therefor, (y) filed in connection with a tender or exchange offer
or an asset or business acquisition, or (z) relating to any compensatory plan,
agreement or arrangement), it will at each such time give written notice to the
Holders of Registrable Securities of its intention so to do. Upon the written
request of any Holder of Registrable Securities made within 15 days after
receipt of notice from the Issuer, the Issuer will in good faith endeavor to
cause all Registrable Securities which the Issuer has been requested to register
by the Holders of Registrable Securities to be included in such registration
statement under the Securities Act, to the extent required to permit the sale or
other disposition by such Holders of their Registrable Securities; provided that
(i) as a condition to any Holder's inclusion of any of his Registrable
Securities in any such registration, such Holder must: (x) sell his Registrable
Securities to any underwriter(s) selected by the Issuer on the same terms and
conditions as apply to the Issuer and/or other holders of Common Stock included
in such registration, (y) provide to such underwriter(s) and/or the Issuer true
and accurate information regarding himself and his Registrable Securities and
his intended method of distribution or other disposition thereof, and (z)
complete, execute and deliver all questionnaires, powers-of-attorney, custody
agreements, indemnities, underwriting agreements, "hold-back," "black-out" and
other "no-sell" agreements and such other documents and agreements reasonably
required by such underwriter(s) and/or the Issuer in connection with such
registration or the distribution and sale of Registrable Securities thereunder;
and (ii) if, at any time after giving notice of its intention to register any
Common Stock and prior to the effective date of the registration statement filed
in connection with such registration the Issuer shall determine, for any reason,
not to register such Common Stock, then the Issuer shall give written notice to
all Holders of Registrable Securities and, thereupon, shall be relieved of
its obligation to register Registrable Securities in connection with
such registration.

<PAGE>
                                                                               8

                  (B) Notwithstanding Section 4.1(A), if the managing
underwriter(s), if any, of the offering to be effected pursuant to a
registration statement advises the Issuer or Holders of Registrable Securities
that the total number of shares of Common Stock which they and any other persons
or entities intend to include in such offering would adversely affect the
success of such offering, then the number of Registrable Securities to be
offered for the account of the Holders of Registrable Securities shall be
reduced pro rata among such Holders of Registrable Securities who have
requested, in accordance with the foregoing, inclusion in such offering, on the
basis of the number of Registrable Securities held by such Holders of
Registrable Securities, to the extent necessary to reduce the total number of
shares of Common Stock to be included in such offering to the number recommended
by such managing underwriter(s), or excluded in their entirety, as the case may
be. In the event that the contemplated distribution does not involve an
underwritten public offering, such determination that the inclusion of such
Holders of Registrable Securities shall adversely affect the success of the
offering shall be made in good faith by the Board of Directors of the Issuer.

         SECTION 4.2. Issuer's Obligations in Registration. If and whenever the
Issuer is obligated by the provisions of Section 4.1 to include Registrable
Securities in a registration under the Securities Act, the Issuer will, as
expeditiously as possible (but subject to any delay resulting from the failure
of any Holder of Registrable Securities participating in such registration to
comply with the proviso in Section 4.1(A) above):

                  (A) prepare and file with the Commission a registration
statement with respect to such Registrable Securities and use its reasonable
best efforts to cause such registration statement to become and remain effective
during the period required for the distribution of the Registrable Securities
covered by the registration statement; provided, however, that the foregoing
obligations under this Section 4.2(A) shall terminate after the expiration of
180 days following the date on which such registration statement becomes
effective under the Securities Act;

                  (B) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective and
to comply with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities covered by such registration
statement, whenever the Holders of Registrable Securities for whom such
Registrable Securities are registered or are to be registered shall desire to
dispose of the same; provided, however, that the foregoing obligations under
this Section 4.2(B) shall terminate after the expiration of 180 days following
the date on which such registration statement becomes effective under the
Securities Act;

                  (C) furnish to the Holders of Registrable Securities for whom
such Registrable Securities are registered or are to be registered such number
of copies of such registration statement, each amendment and supplement thereto,
the prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such Holders of Registrable
Securities may reasonably request in order to facilitate the disposition of such
Registrable Securities;

                  (D) use its reasonable best efforts to register or qualify the
Registrable Securities covered by such registration statement under such Blue
Sky Laws of such jurisdictions as the Holders for whom such Registrable
Securities are registered or are to be registered shall reasonably request, and

<PAGE>
                                                                               9

do any and all other acts and things to so register or qualify such Registrable
Securities, which may be necessary or advisable to enable such Holders of
Registrable Securities to consummate the disposition in such jurisdictions of
such Registrable Securities; provided, however, that the Issuer shall not be
required to qualify generally to do business or subject itself to taxation in
any jurisdiction where it is not then so qualified or subject to taxation or to
take any action that would subject it to general service of process in any
jurisdiction where in is not then so subject;

                  (E) if at any time a prospectus relating to the Registrable
Securities covered by such registration statement is required to be delivered
under the Securities Act and any event occurs as a result of which the
prospectus included in such registration statement as then amended or
supplemented would include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, or if it is
necessary at any time to amend the prospectus to comply with the Securities Act,
the Issuer promptly will prepare and file with the Commission an amendment or
supplement which will correct such statement or omission or an amendment which
will effect such compliance and shall use its reasonable best efforts to cause
any amendment of such registration statement containing an amended prospectus to
be made effective as soon as possible; and

                  (F) as promptly as practicable notify each Holder of
Registrable Securities (i) of any request by the Commission or any other federal
or state governmental authority for amendments or supplements to a registration
statement or related prospectus with respect to Registrable Securities being
registered hereunder or for additional information to be included in such
registration statement or prospectus or otherwise, (ii) of the issuance by the
Commission of any stop order suspending the effectiveness of any such
registration statement or the initiation or threatening of any proceedings for
that purpose, and (iii) of the issuance by any state securities commission or
other regulatory authority of any order suspending the qualification or
exemption from qualification of any of Registrable Securities under any
Blue Sky Laws.

Each Holder of Registrable Securities being registered hereunder, upon receipt
of any notice from the Issuer of the happening of any event of the kind
described in subsection (E) or (F) of this Section 4.2, shall forthwith
discontinue disposition of Registrable Securities until such Holder's receipt of
the copies of the supplemented or amended prospectus contemplated by subsection
(E) of this Section 4.2 or until it is advised in writing (the "Advice") by the
Issuer that the use of such prospectus may be resumed. In the event that the
Issuer shall give any such notice, the time periods for which a registration
statement is required to be kept effective pursuant to Section 4.2(A) hereof
shall be extended by the number of days during the period from and including the
date of the giving of such notice to and including the date when each Holder of
Registrable Securities being registered hereunder shall have received (i) the
copies of the supplemented or amended Prospectus contemplated by Section 4.2(E)
or (ii) the Advice.

         SECTION 4.3. Payment of Registration Expenses. The costs and expenses
of all registrations under the Securities Act pursuant to Section 4.1, and of
all other actions which the Issuer is required to take or effect pursuant to
this Article 4, shall be paid by the Issuer (including without limitation all
registration and filing fees, printing expenses, fees and disbursements of
counsel to the Issuer and expenses of any special audit incident to or required
in connection with any such registration) (collectively, "Registration
Expenses"); provided, however, that the Issuer shall only be obligated to pay

<PAGE>

                                                                              10

(i) the fees and disbursements of any counsel to the Holders of Registrable
Securities, or (ii) the underwriters' discounts or commissions or any transfer
taxes in respect of Registrable Securities. In the event that the Issuer effects
more than two registrations under the Securities Act of Registrable Securities
pursuant to this Article 4, the Holders of Registrable Securities included in
any subsequent registration under the Securities Act shall be obligated to
reimburse the Issuer, promptly upon invoice, for the Registration Expenses
incurred by it in connection with such subsequent registrations, in proportion
to their respective holdings of Registrable Securities included in
such registration.

                           ARTICLE 5: VOTING AGREEMENT

         If (x) the Board of Directors of the Issuer approve and recommend to
the stockholders of the Issuer any action, matter or transaction requiring the
approval of the Issuer's stockholders, and (y) at the time of the vote or other
action of such Board Terry LaCore is a member thereof, then each Holder shall
vote all of his Securities entitled to vote thereon in accordance with
such recommendation.

                           ARTICLE 6: INDEMNIFICATION

         SECTION 6.1. Indemnification by Original Holders. (A) Each Original
Holder, jointly and severally, shall indemnify the Issuer, the Surviving
Corporation and their respective directors, officers, agents and representatives
(the "Indemnified Persons") against, and hold the Indemnified Persons harmless
from, any and all Losses (as hereinafter defined) directly or indirectly
incurred, suffered, sustained or required to be paid by, or sought to be imposed
upon, any of the Indemnified Persons resulting from, relating to or arising out
of any breach of any of the representations or warranties of the Company set
forth in Article III of the Merger Agreement.

                  (B) In this Agreement, the term "Losses" means and includes
all losses, claims, liabilities, damages (including, without limitation,
punitive, consequential and special damages awarded to any third-party
claimant), judgments, liabilities, payments, obligations, costs and expenses
(including, without limitation, any costs of investigation, remediation or
cleanup, and any reasonable legal fees and costs and expenses incurred after the
Closing Date in defense of or in connection with any alleged or asserted
liability, payment or obligation as to which indemnification may apply
hereunder), regardless of whether or not any liability, payment, obligation or
judgment is ultimately imposed against the Indemnified Persons and whether
or not the Indemnified Persons are made or become parties to an claim,
action, suit, proceeding or investigation in respect thereof, voluntarily
or involuntarily.

         SECTION 6.2. Temporal Limitations. (A) The indemnification rights under
Section 6.1 shall expire at the respective times set forth in Section 6.2(B),
and the Original Holders shall have no liability under Section 6.1 unless an
Indemnified Person gives written notice to the Original Holders asserting a
claim for Losses, including reasonably detailed specific facts and circumstances
pertaining thereto, before the expiration of the periods of time that the
underlying representations, warranties, covenants and agreements survive
under Section 6.2(B).

<PAGE>

                                                                              11

                  (B) All representations and warranties contained in Article
III of the Merger Agreement shall survive the Closing for a period of two years.

         SECTION 6.3. Basket and Cap. (A) Indemnification for claims under
Section 6.1 shall be payable only if and to the extent that the aggregate amount
of all Losses of the Indemnified Persons shall exceed $100,000, and shall not be
payable in any event with respect to the first $100,000 of such Losses. The
Original Holders' liability for all claims under this Section 6.1 shall not
exceed the sum of $2,500,000 (the "Indemnity Cap").

       SECTION 6.4. Third Party Claims. With respect to any matter as to which
any Indemnified Person is entitled to indemnification under this Article 6, the
Indemnified Person shall have the right, but not the obligation, to contest,
defend or litigate, and to retain counsel of its choice in connection with, any
claim, action, suit, proceeding or investigation alleged, brought or asserted by
any third party (governmental, judicial or private party) against the
Indemnified Person in respect of, resulting from, relating to or arising out of
such matter, and the costs and expenses thereof shall be subject to the
indemnification obligations of the Original Holders hereunder; provided,
however, that if the Original Holders (x) acknowledge in writing their
obligation to indemnify the Indemnified Person in respect of such matter to the
fullest extent provided by this Article 6 and (y) demonstrate to the reasonable
satisfaction of the Indemnified Person their ability to fund the defense of such
claim, action, suit or proceeding, the Original Holders shall be entitled, at
their option, to assume and control the defense of such claim, action, suit or
proceeding at their expense through counsel of their choice if they gives prompt
notice of their intention to do so to the Indemnified Person; and provided
further, however, that such right to assume and control the defense of such
claim, action, suit or proceeding shall continue only for so long as the
Original Holders shall not be in default of their obligation acknowledged under
the foregoing clause (x) and of their obligation to fund such defense. The
Original Holders shall not be entitled to settle or compromise any third party
claim, action, suit or proceeding alleged or asserted against any Indemnified
Person without the prior written consent of such Indemnified Person (which
consent shall not be unreasonably withheld, delayed or conditioned), unless such
settlement or compromise includes the unconditional general release of such
Indemnified Person without any liability or other further obligation on its
part. No Indemnified Person shall be entitled to settle or compromise any third
party claim, action, suit or proceeding alleged or asserted against such
Indemnified Person as to which the Original Holders shall have complied with the
foregoing clauses (x) and (y) without the prior written consent of the Original
Holders Person (which consent shall not be unreasonably withheld, delayed
or conditioned).

         SECTION 6.5 Set-Off. Any amounts owing by any Original Holder under
this Article 6 may be satisfied by the Issuer and Surviving Corporation (but the
Issuer and Surviving Corporation shall not be obligated to seek such
satisfaction) by setting-off such amounts against amounts owing by the Issuer or
Surviving Corporation under the First 6-Month Notes, 21-Month Notes or Second
6-Month Notes (whether or not then held by any Original Holder).

<PAGE>

                                                                              12

                            ARTICLE 7: MISCELLANEOUS

         SECTION 7.1. Further Actions. From time to time after the date hereof,
as and when requested by the Issuer, the other parties hereto shall execute and
deliver, or cause to be executed and delivered, such further and other
agreements, documents and instruments and shall take, or cause to be taken, such
further and other actions as the Issuer may reasonably request to further effect
or evidence the transactions contemplated hereby and to otherwise carry out the
intent and purposes of this Agreement.

         SECTION 7.2. Expenses. Each party hereto shall bear their own legal,
accounting and other costs and expenses with respect to the negotiation,
execution and the delivery of this Agreement and the consummation of the
transactions contemplated hereby; provided that the costs and expenses incurred
by the Original Holders may be paid in accordance with Section 5.03(e) of the
Merger Agreement.

         SECTION 7.3. Entire Agreement. This Agreement (which includes the
Schedules hereto) contains the entire agreement between the parties hereto
with respect to the subject matter hereof and supersedes all prior written
or oral agreements and understandings among the parties with respect to such
subject matter.

         SECTION 7.4. Assignment; Successors. This Agreement shall be binding
upon the heirs, executors, administrators, successors and permitted assigns of
the parties hereto; provided, however that inasmuch as the Holders may not
Transfer any of their Securities except as provided hereinabove, no Holder may
assign its rights under this Agreement separate and apart from its Securities
and (in such event) only to a transferee permitted to receive such Securities
under this Agreement. Neither this Agreement nor any of the rights hereunder may
be otherwise assigned by any party hereto. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns.

         SECTION 7.5. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Incorporation (without
regard to the choice of law principles thereof).

         SECTION 7.6. Notices. All notices, consents, requests, demands and
other communications provided for herein or permitted hereunder shall be in
writing and shall be deemed validly given, made, served and received when
delivered (if delivered personally), when telecopied (if telecopied on a
business day and such notice, consent, request, demand or other communication
(as the case may be) shall have been received by the intended recipient's fax
machine), on the next succeeding business day (if telecopied on a non-business
day and such notice, consent, request, demand or other communication (as the
case may be) shall have been received by the intended recipient's fax machine)),
one business day after being sent (if sent by overnight delivery service) or
three business days after being deposited in the mails (if sent by registered or
certified mail, return receipt requested, postage prepaid) to the following
address or fax number:

<PAGE>

                                                                              13

         If to the Issuer:        Natural Health Trends Corp.
                                  12901 Hutton Drive
                                  Dallas, Texas  75234
                                  Attention: Mark Woodburn
                                  Facsimile: (972) 243-5428
                                  Telephone: (972) 241-4080

         If to any Holder:        As indicated in under such Holder's
                                  name on Schedule 1 hereto

No other method of delivering notices, consents, requests, demands and other
communications shall be precluded. Any party may, by notice to the Issuer,
change the address or fax number to which notices or other communications to it
are to be delivered, telecopied or sent.

         SECTION 7.7. Invalid Provision. In the event that any provision of this
Agreement shall be determined to be invalid or unenforceable, this Agreement
shall be construed in all respects as if such invalid or unenforceable provision
were omitted.

         SECTION 7.8. Headings and References. The Article, Section and Schedule
headings in this Agreement are for convenience of reference purposes only and
shall not control or affect the meaning or construction of any provision of this
Agreement. All Article, Section and Schedule references in this Agreement shall,
unless the context otherwise requires, be construed to be references to
corresponding Article, Section or Schedule in or to this Agreement.

         SECTION 7.9. Gender; Singular and Plural. Words of gender or neuter may
be read as masculine, feminine or neuter, as required or permitted by the
context. Singular and plural forms of defined and other terms herein may be read
as singular or plural, as required or permitted by the context.

         SECTION 7.10. Waivers and Amendments. This Agreement may not be
modified or amended, nor may compliance with any of its terms and conditions be
waived, except in a writing executed by (i) the Issuer, and (ii) and each Holder
holding not less than two percent (2%) of the then-outstanding Securities.

         SECTION 7.11. Remedies. The parties hereto acknowledge and agree that
the remedy at law for any breach of their respective obligations hereunder is
and will be insufficient and inadequate and that the other parties hereto will
be entitled to equitable relief (including specific performance), in addition to
remedies at law. Each party hereto hereby waives the defense that there in an
adequate remedy at law in the event of any action to enforce the provisions of
this Agreement, and consents to the remedy of specific performance.

         SECTION 7.12. Counterparts. This Agreement may be executed in one
or more counterparts, which, taken together, shall constitute one and the
same agreement.

              [The remainder of this page is intentionally blank.]

<PAGE>

                                                                              14

                                 Signature Page

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

<TABLE>
<CAPTION>
The Issuer:                                              The Original Holders:
<S>                                                      <C>
NATURAL HEALTH TRENDS CORP.


By: /s/ MARK D. WOODBURN                                 /s/ JOHN CAVANAUGH
   ------------------------                              -----------------------------------------------------
   Title: President and Chief Financial Officer          Name: JOHN CAVANAUGH
                                                         Merger Shares:            196,420 shares
                                                                                   of Common Stock


                                                         /s/ TERRY LACORE
                                                         -----------------------------------------------------
                                                         Name: TERRY LACORE
                                                         Merger Shares:            450,000 shares
                                                                                   of Common Stock


                                                         /s/ JASON LANDRY
                                                         -----------------------------------------------------
                                                         Name: JASON LANDRY
                                                         Merger Shares:            43,580 shares
                                                                                   of Common Stock
</TABLE>
<PAGE>

                                   SCHEDULE 1
                                   ----------
                           (to Stockholders Agreement)

                   Holders: Names, Addresses & Securities Held
                   -------------------------------------------


NAME:         John Cavanaugh
ADDRESS:      7034 Willow Creek Road
              Eden Prairie, MN  55344
              Tel. (952) 943-9541
              Fax: (952) 943-9541
SECURITIES:   196,420 shares of Common Stock
              ------------------------------


NAME:         Terry LaCore
ADDRESS:      c/o Natural Health Trends Corp.
              12901 Hutton Drive
              Dallas, TX
              Tel. (972) 243-5428
              Fax: (972) 241-4080
SECURITIES:   450,000 shares of Common Stock
              ------------------------------


NAME:         Jason Landry
ADDRESS:      6451 County Road 15
              Minnetrista, MN 55364
              Tel. (952) 495-9022
              Fax: (866) 861-5462
SECURITIES:   43,580 shares of Common Stock
              -----------------------------
<PAGE>

                                   Schedule 2
                                   ----------
                           (to Stockholders Agreement)

                      Supplement to Stockholders Agreement

         THIS SUPPLEMENT, dated as of _____________________, ______, to the
Stockholders Agreement, dated as of March 31, 2004, by and between NATURAL
HEALTH TRENDS CORP., a Florida corporation (the "Issuer"), and the persons and
entities named in Schedule 1 attached thereto (collectively, the "Holders") (as
the same may have been, or from time to time may be, modified, amended,
supplemented and/or restated (the "Agreement").

         The Holders have executed the Agreement (or by Supplement agreed to be
bound thereby). The Agreement requires, as a condition to the effectuation of
any offer, sale, transfer, assignment, pledge, hypothecation or other
disposition of or encumbrance, in any manner and whether or not for value or
consideration ("Transfer"), of any shares of Common Stock, par value $.001 per
share, of the Issuer ("Common Stock") or any other Securities (as defined in the
Agreement) that the transferee party to such Transfer execute a Supplement
instrument in the form hereof, and thereby agree to be bound by the provisions
of the Agreement. Accordingly, in consideration of the benefits to be derived
and the conditions and promises contained in the Agreement, the undersigned
hereby adopts and approves the Agreement and acknowledges and agrees as follows:

1.       The undersigned has read the Agreement and understands its provisions;

2.       The undersigned agrees that the undersigned is a "Holder" party to, and
         as such shall hereafter be bound by, the Agreement as though the
         undersigned were an original party thereto, and agrees to observe and
         comply with all of the provisions thereof;

3.       Without limiting the generality of the foregoing, the undersigned and
         the undersigned's successors and assigns will comply with the
         provisions of the Agreement and this Supplement with respect to
         Transfers and voting of Securities now owned or hereafter acquired by
         the undersigned;

4.       The undersigned consents to the placing on any certificates
         representing Securities now owned or hereafter acquired by it of a
         legend or legends disclosing that such securities are subject to the
         terms of the Agreement and, if applicable, that the such securities
         have not been registered or qualified under and federal or state
         securities laws; and

<PAGE>

                               Schedule 2 (cont'd)
                               -------------------
                           (to Stockholders Agreement)

5.       Notices under Section 7.6 of the Agreement shall be addressed to the
         undersigned as follows:


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

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

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

                 Telecopier No.
                                -----------------------------
                 Telephone No.
                                -----------------------------

         IN WITNESS WHEREOF, this Supplement to the Agreement has been executed
by the undersigned as of the date first above written.


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

                                           [By:]
                                                --------------------------------
                                                Name/Title:

Accepted and agreed to:

NATURAL HEALTH TRENDS CORP.



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



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>ex10_3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
                                                                    EXHIBIT 10.3

                                                                [Execution Copy]

                              EMPLOYMENT AGREEMENT
                              --------------------


         THIS EMPLOYMENT AGREEMENT, dated as of March 31, 2004 (this
"Agreement"), is by and between MARKETVISION COMMUNICATIONS CORPORATION, a
Delaware corporation (the "Company"), and JOHN CAVANAUGH, an individual residing
in the State of Minnesota (the "Executive").

                              W I T N E S S E T H :
                              - - - - - - - - - -

         WHEREAS, the Company desires to secure the services of the Executive
upon the terms and conditions hereinafter set forth; and the Executive desires
to render services to the Company upon the terms and conditions hereinafter set
forth; and

         WHEREAS, the execution and delivery of this Agreement is a condition to
the consummation of the merger and other transactions contemplated by that
certain Agreement and Plan of Merger, dated as of March 31, 2004 (the "Merger
Agreement"), among Natural Health Trends Corp. ("Parent"), MV MergerCo., Inc., a
Delaware corporation ("MergerCo"), and MarketVision Communications Corporation,
a Minnesota corporation ("MV-Minn"). The Company is the surviving corporation of
the Merger (and is a wholly owned subsidiary of Parent. Capitalized terms used
and not defined herein shall have the respective meanings ascribed to such terms
in the Merger Agreement.

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

         Section 1.        Employment. The Company hereby employs Executive as
the President of the Company, and the Executive hereby accepts such employment,
subject to the terms and conditions set forth in this Agreement.

         Section 2.        Duties; Exclusive Services; Best Efforts.

                  (a)      The Executive shall perform all duties incident to
the position of President of the Company, as well as any other duties as may
from time to time be assigned to him by the Board of Directors or the Chairman
of the Board of the Company or his designee, and agrees to abide by all bylaws,
policies, practices, procedures or rules of the company and (to the extent
possible) Parent consistent with his position as President of the company. The
Executive agrees to devote his best efforts, energies and skill to the discharge
of the duties and responsibilities attributable to his position, and to this
end, he will devote his full time and attention to the business and affairs of
the Company. The Executive also agrees that he shall not take personal advantage
of any business opportunities which arise during his employment and which may
benefit the Company, Parent or any other subsidiary of Parent (each, a "Group
Member"). All material facts regarding such opportunities must be promptly
reported to the Chairman of the Board for consideration by the Company.

                                       1
<PAGE>

Notwithstanding the foregoing, the Executive may expend his time and efforts in
other activities so long as such endeavors do not affect his ability to perform
his duties under this Agreement and such endeavors do not involve the Executive
providing computer programming services. However, if such programming services
do not affect his ability to perform his duties under this Agreement, the
Executive may provide computer programming services to (i) the entities set
forth on Exhibit A attached hereto and incorporated herein by reference, or (ii)
to such other entities so long as the Board of Directors of the Company has
given its prior written consent, which consent may be withheld, conditioned or
delayed in its sole discretion. If requested by the Company, the Executive shall
serve on the Board of Directors or any committee thereof without additional
compensation.

                  (b)      In performing his duties hereunder, the Executive
shall work at the offices of the Company located in Bloomington, Minnesota, or
such other location(s) as the Company and the Executive shall mutually agree.
However, the Executive shall also render services at such other place or places
within or without the United States as the Board of Directors or Chairman of the
Board may direct from time to time; provided that the Executive shall not be
required to render services away from the such location for more than twenty
business days in any given twelve-month period.

         Section 3.        Term of Employment; Vacation.

                  (a)      Unless extended in writing by both the Company and
the Executive, the term of the Executive's employment shall be for a period of
thirty six (36) months commencing on the date hereof, subject to earlier
termination by the parties pursuant to Sections 5 and 6 hereof (the "Term").

                  (b)      The Executive shall be entitled to three (3) weeks
vacation during each year of the Term.

         Section 4.        Compensation of Executive.

                  4.1      Salary; Bonus. The Company shall pay to Executive a
base salary of $193,000 per annum (the "Base Salary"), subject to such
deductions as shall be required to be withheld by applicable law and
regulations. The Base Salary shall be paid at such regular weekly, biweekly or
semi-monthly time or times as the U.S. operating subsidiaries of Parent ("U.S.
Group Members") make payment of their regular payroll in the regular course of
business. By no later than June 30, 2004, the Company and the Executive shall in
good faith negotiate a bonus arrangement reasonably acceptable to the Company
and the Executive.

                  4.2      Expenses. During the Term, the Company shall promptly
reimburse the Executive for all reasonable and necessary travel expenses and
other disbursements incurred by the Executive on behalf of the Company, in
performance of the Executive's duties hereunder, assuming Executive has received
prior approval for such travel expenses and disbursements by Parent to the
extent possible consistent with corporate practices with respect to the
reimbursement of expenses incurred by the senior executives of U.S. Group
Members.

                                        2
<PAGE>

                  4.3      Benefits. The Company shall establish at its sole
cost and expense, and the Executive shall be permitted during the Term to
participate, in a Minnesota based hospitalization and health care benefit
program on an individual or family coverage basis, at the Executive's election.
In addition, the Executive may participate in pension plans, bonus plans or
similar benefits ("Insurance Benefits") that may be available to other
executives of U.S. Group Members, subject to such eligibility rules as are
applied to senior managers generally. The Company shall use its best efforts to
obtain disability coverage for its employees so long as the cost of such
coverage is not unreasonably expensive.

                  4.4      Options. As of the date hereof, Parent shall grant
options to acquire 253,636 shares of common stock of Parent (the "Options"). The
Options (i) shall be granted pursuant to Parent's 2002 Stock Plan (the "Plan"),
(ii) shall vest immediately and (iii) shall be exercisable at an exercise price
equal to $18.11 per share for the seven (7) year period following the date
hereof grant. Notwithstanding any provisions in the Plan to the contrary, such
Options shall not terminate upon the termination of employment of the Executive.

         Section 5.        Disability of the Executive. If the Executive is
incapacitated or disabled by accident, sickness or otherwise so as to render the
Executive mentally or physically incapable of performing the services required
to be performed under this Agreement for a period of 90 consecutive days or 120
days in any period of 360 consecutive days (a "Disability"), the Company may, at
the time or during the period of such Disability, at its option, terminate the
employment of the Executive under this Agreement immediately upon giving the
Executive written notice to that effect.

         Section 6.        Termination.

                  (a)      The Company may terminate the employment of the
Executive and all of the Company's obligations under this Agreement at any time
for Cause (as hereinafter defined) by giving the Executive notice of such
termination, with reasonable specificity of the details thereof. For purposes of
this Agreement, "Cause" shall mean and include any:

                  (i)      failure or neglect by the Executive to perform the
material duties of the Executive's position which failure or neglect shall have
a material adverse effect on the Company or its subsidiaries;

                  (ii)     failure of the Executive to obey the lawful orders
given by the Board of Directors or Chairman of the Board of the Company, or by
the Board of Directors or any authorized officer of Parent in each case
commensurate with his title and responsibilities which failure or neglect shall
have a material adverse effect on the Company or its subsidiaries;

                  (iii)    willful misconduct by the Executive in connection
with the performance of any of his duties, including, without limitation,
misappropriation of funds or property of any Group Member, securing or
attempting to secure personally any profit in connection with any transaction
entered into on behalf of the Company or other Group Member, misrepresentation

                                        3
<PAGE>

to the Company or other Group Member, or any violation of law or regulations on
any Group Member premises or to which any Group Member is subject;

                  (iv)     commission by the Executive of an act involving moral
turpitude, dishonesty, theft or unethical business conduct, or conduct that is
demonstrably and materially injurious to the Company or other Group Member,
whether monetarily or otherwise;

                  (v)      failure by the Executive to devote his full time and
best efforts to the Company's business and affairs;

                  (vi)     failure to fully cooperate in any investigation by
the Company or any other Group Member;

                  (vii)    any material breach of this Agreement;

                  (viii)   death of or resignation by the Executive hereunder;
provided however, that if the Executive resigns as a result of a material breach
by the Company of this Agreement, or in accordance with Section 6(c), such
resignation shall not be considered "Cause" hereunder.

         A termination pursuant to this Section 6(a) shall take effect 10 days
after the giving of written notice to the Executive unless the Executive shall,
during such 10-day period, remedy to the reasonable satisfaction of the Board of
Directors of the Company the misconduct, disregard, abuse or breach specified in
such notice; provided, however, that such termination shall take effect
immediately upon the giving of such notice if the Board of Directors of the
Company or Parent shall, in its reasonable discretion, have determined that such
misconduct, disregard, abuse or breach is not remediable (which determination
shall be stated in such notice).

                  (b)      The Company may terminate the employment of the
Executive and all of the Company's obligations under this Agreement (except as
hereinafter provided) at any time during the Term without Cause by giving the
Executive written notice of such termination, to be effective 15 days following
the giving of such written notice.

                  (c)      The Executive may terminate his employment hereunder
(and the Term) for "Good Reason" after the occurrence, without the written
consent of the Executive, of an event constituting a material breach of this
Agreement by the Company that has not been fully cured within ten (10) days
after written notice thereof has been given by the Executive to the Company;
provided that, without limiting the generality of the foregoing, any one of the
following events shall be deemed a material breach of this Agreement:

                           (i)      A reduction by the Company in the
Executive's Base Salary as in effect on the commencement date of this Agreement
or as the same may be increased from time to time;

                           (ii)     The relocation of the Executive's principal
place of employment to a location more than twenty (20) miles from the
Executive's principal place of employment described in Section 2(b) hereof,

                                       4
<PAGE>

except for travel on the Company's business to an extent necessary and
reasonable in light of the Company's business needs and objectives; or

                           (iii)    a default in the payment of all or any part
of the principal or interest on the Promissory Notes when due, and such default
shall continue for a period of thirty (30) days after written notice of such
default shall be made to Parent.

                  For convenience of reference, the date upon which any
termination of the employment of the Executive pursuant to Sections 5 or 6 shall
be effective shall be hereinafter referred to as the "Termination Date".

         Section 7.        Effect of Termination of Employment.

                  (a)      Upon the termination of the Executive's employment
for Cause, neither the Executive nor the Executive's beneficiaries or estate
shall have any further rights to compensation under this Agreement or any claims
against the Company (or any other Group Member) arising out of this Agreement,
except the right to receive (i) the unpaid portion of the Base Salary provided
for in Section 4.1, earned through the Termination Date (the "Unpaid Salary
Amount"), (ii) accrued and unused vacation pay (the "Vacation Pay Amount") and
(iii) reimbursement for any expenses for which the Executive shall not have
theretofore been reimbursed, as provided in Section 4.2 (the "Expense
Reimbursement Amount").

                  (b)      Upon the termination of the Executive's employment as
a result of a Disability, neither the Executive nor the Executive's
beneficiaries or estate shall have any further rights to compensation under this
Agreement or any claims against the Company arising out of this Agreement,
except the right to receive (i) the Unpaid Salary Amount, (ii) the Vacation Pay
Amount, and (iii) the Expense Reimbursement Amount.

                  (c)      Upon the termination of the Executive's employment
without Cause, for Good Reason, and not as a result of a Disability, neither the
Executive nor the Executive's beneficiaries or estate shall have any further
rights to compensation under this Agreement or any claims against the Company
arising out of this Agreement, except the Executive shall have the right to
receive (i) the Unpaid Salary Amount, (ii) the Vacation Pay Amount (iii) the
Expense Reimbursement Amount, and (iii) severance compensation equal to the Base
Salary for the lesser of (a) the remaining term of this Agreement (as if this
Agreement was not terminated) and (b) twelve (12) months, all of which is
payable within thirty (30) days following the Termination Date.

                  (d)      Notwithstanding the foregoing, the Executive's rights
under the Options shall not terminate and such Option shall remain valid and
exercisable in accordance with its terms as set forth therein

                                       5
<PAGE>

         Section 8.        Restrictive Covenants.

                  8.1      Certain Definitions. For purposes of this Agreement
the following terms shall have the following meanings:

                           "Developments" means all Intellectual Property which
the Executive develops, makes, conceives or reduces to practice (or has
developed, made, conceived or reduced to practice) during his employment by or
association with the Company (or its predecessor-by-merger, MV-Minn), either
solely or jointly with others.

                           "Intellectual Property" means all inventions,
discoveries, computer software, programs and source codes, technical
information, trade secrets, know-how, proprietary processes and formula and
improvements, whether or not patentable or registered and whether or not they
are made, (i) conceived or reduced to practice during working hours, (ii)
reasonably related to the business of the Company or the Group, or (iii) using
the Company's data or facilities, and together with all goodwill and all the
rights and claims associated with any of the foregoing.

                           "Proprietary Information" means all Developments and
all any confidential, proprietary, secret or other non-public information owned,
possessed or used by the Company, Parent or any other Group Member.

                           "Restriction Period" means the period of time,
commencing on the date hereof and expiring two (2) years after the termination
of Executive's employment with the Company, voluntarily or involuntarily, for
any reason whatsoever, subject to extension pursuant to Section 8.6 below;
provided however, that the Restriction Period shall expire (a) one year after
the Termination Date, in the event that (i) the Executive has terminated this
Agreement in accordance with Section 6(c) solely because the Company has failed
to make payment of its obligations hereunder, and (ii) the Executive has elected
to receive, and the Company has paid, the amount due to Executive under Section
7(c), or (b) on the Termination Date, in the event that (i) the Executive has
terminated this Agreement in accordance with Section 6(c) solely because the
Company has failed to make payment of its obligations hereunder, and (ii) the
Executive has elected not to receive, or the Company has failed to pay, the
amount due to Executive under Section 7(c).

                  8.2      Confidentiality.

                  (a)      The Executive recognizes that his relationship with
the Company and the other Group Members is one of high trust and confidence by
reason of his access to and contact with the Proprietary Information.
Accordingly, the Executive agrees that he will not at any time, either during my
employment with the Company hereunder or thereafter, disclose to others, or use
for his own benefit or the benefit of others, any Proprietary Information. Such
property shall not be erased, discarded or destroyed without specific
instructions from the Company to do so. By way of illustration, but not
limitation, Proprietary Information includes trade secrets, processes, data,
know-how, marketing plans, forecasts, unpublished financial statements, budgets,

                                       6
<PAGE>

licenses, prices, costs and employee, customer and supplier lists. The Executive
understands that the Company and other Group Members from time to time has in
their possession information which is claimed by others to be proprietary and
which the Company or other Group Members have agreed to keep confidential. The
Executive agrees that all such information shall be Proprietary Information for
purposes of this Agreement

                  (b)      The Executive's obligations under this Section 8.2
will not apply, however, to any Proprietary Information which: (i) is or becomes
generally known to the public through no action on his part; (ii) is generally
disclosed to third parties by the Company or another Group Member without
restriction on such third parties; or (iii) is approved for release by written
authorization of the Board of Directors of the Company.

                  (c)      Upon termination of the Executive's employment with
the Company or at any other time upon request, the Executive will promptly
deliver to the Company all copies of computer programs, specifications,
drawings, blueprints, data storage devices, notes, memoranda, notebooks,
drawings, records, reports, files and other documents (and all copies or
reproductions of such materials) in his possession or under his control, whether
prepared by him or others, in whatever form on whatever tangible medium, which
contain Proprietary Information. The Executive acknowledges that this material
is the sole property of the Company and/or other Group Members.

                  (d)      The Executive agrees that, if requested to do so by
the Company, he will sign a Termination Certificate in which he confirms that he
has complied with the requirements of the preceding subsection and that he is
aware that certain restrictions imposed upon him by this Agreement continue
after termination of his employment. The Executive understands, however, that
his rights and obligations under this Section 8.2 will continue even if he does
not sign a Termination Certificate.

                  8.3      Covenant not to Compete.

                  (a)      During the Restriction Period the Executive will not
without the express written consent of the Company, directly or indirectly,
engage in, participate in, or assist, as owner, part-owner, partner, director,
officer, trustee, employee, agent, representative, independent contractor, or
consultant, or in any other capacity, any business organization, anywhere in the
world where the Company or any other Group Member does business whose business
is a Competitive Business. A "Competitive Business" means any business in the
network marketing or direct selling industries. Nothing herein shall prevent the
Executive from owning less than one percent (1%) of the stock of a corporation
that is traded on an established exchange, even if that corporation is engaged
in a Competitive Business.

                  (b)      The Executive recognizes that these restrictions on
competition are reasonable because of the Group Members' investment in good will
and in its customer lists and other proprietary information and his knowledge of
the Group Members' business and business plans. However if any period of time or
geographical area should be judged unreasonable in any judicial proceeding, then
the period of time or geographical area shall be reduced to such extent as may
be deemed required so as to be reasonable and enforceable.

                                       7
<PAGE>

                  (c)      During the Restriction Period the Executive will
notify the Company in the event that he takes up a position of any sort with any
business organization whose activities or products are directly or indirectly
competitive with activities or products of the Company or any other Group
Member.

                  (d)      During the Restriction Period the Executive shall not
(i) recruit or otherwise solicit or induce any (x) employees of the Company or
other Group Member to terminate their employment with, or otherwise cease their
relationships with, the Company or other Group Member, or (y) any person who was
an employee of the Company or other Group Member at any time within six months
prior to the end of the Executive's employment with the Company, or (ii)
interfere with or disrupt any actual or imminent business relationship between
the Company or any other Group Member, on the one hand, and any of their
respective (including prospective) customers, suppliers or accounts, on the
other.

                  8.4      Equitable Relief. Each of the parties acknowledges
that the provisions and restrictions of this Section 8 are reasonable and
necessary for the protection of the legitimate interests of Employer. Each of
the parties further acknowledges that the provisions and restrictions of this
Section 8 are unique and that any breach or threatened breach of any of such
provisions or restrictions will provide the Company with no adequate remedy at
law, and the result will be irreparable harm to the Company. Therefore, the
parties hereto agree that upon a breach or threatened breach of the provisions
or restrictions of this Section 8, the Company shall be entitled, in addition to
any other rights and remedies which may be available to it, to institute and
maintain proceedings at law or in equity, to recover damages, to obtain an
equitable accounting of all earnings, profits or other benefits resulting from
such breach or threatened breach and to obtain specific performance or a
temporary and permanent injunction.

                  8.5      Full Restriction Period. If Executive violates any
restrictive covenant contained herein and the Company institutes action for
equitable relief, the Company, as a result of the time involved in obtaining
such relief, shall not be deprived of the benefit of the full Restriction
Period. Accordingly, the Restriction Period shall be deemed to have the duration
specified in Section 8.1, computed from and commencing on the date on which
relief is granted by a final order from which there is no appeal, but reduced,
if applicable, by the length of time between the date the Restriction Period
commenced and the date of the first violation of any restrictive covenant by
Executive.

                  8.6      Equitable Accounting. The Company shall have the
right to demand and receive equitable accounting with respect to any
consideration received by Executive in connection with activities in breach of
the restrictive covenants herein, and the Company shall be entitled to payment
from Executive of such consideration on demand.

                  8.7      Prior Breaches. Neither the expiration of the
Restriction Period nor the termination of the status of any employee, customer,
supplier or account of any Group Member as such (whether or not due to a breach

                                       8
<PAGE>

hereof by Executive) shall preclude, limit or otherwise affect the rights and
remedies of the Company against Executive based upon any breach hereof during
the Restriction Period or before such status is terminated.

                  8.8      Non-circumvention of Covenants. The Executive
acknowledges and agrees that, for purposes of this Agreement, an action shall be
considered to have been taken by Executive "indirectly" if taken by or through,
with Executive's knowledge, (i) any member of his family , (ii) any person or
entity owned or controlled, solely or with others, directly or "indirectly" by
Executive or a member of his family, (iii) any person or entity of which he is
an owner, partner, employer, employee, trustee, independent contractor or agent,
(iv) any employees, partners, owners or independent contractors of any such
person or entity or (v) any other one or more representatives or intermediaries,
it being the intention of the parties that Executive shall not directly or
indirectly circumvent any restrictive covenant contained herein or the intent
thereof.

                  8.9      Fairness of Restrictions. The Executive acknowledges
and agrees that (i) compliance with the restrictive covenants set forth herein
would not prevent him from earning a living that involves his training and
skills without relocating, but only from engaging in unfair competition with,
misappropriating a corporate opportunity of, or otherwise unfairly harming
Employer and (ii) the restrictive covenants set forth herein are intended to
provide a minimum level of protection necessary to protect the legitimate
interests of the Company and other Group Members. In addition, the parties
acknowledge that nothing herein is intended to or shall, limit, replace or
otherwise affect any other rights or remedies at law or in equity for protection
against unfair competition with, misappropriation of corporate opportunities of,
disclosure of confidential and proprietary information of, or defamation of the
Company or any other Group Member, or for protection of any other rights or
interest of any such entity.

         Section 9.        Miscellaneous.

                  9.1      Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF TEXAS AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID STATE APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED WITHIN SAID STATE.

                  9.2      Entire Agreement. This Agreement (together with the
exhibits attached hereto, which hereby are incorporated by reference) contains
the entire agreement of the parties hereto relating to the employment of
Executive by Employer and the other matters discussed herein and supersedes all
prior agreements and understandings with respect to such subject matter, and the
parties hereto have made no agreements, representations or warranties relating
to the subject matter of this Agreement which are not set forth herein.

                  9.3      Withholding Taxes. Employer may withhold from any
compensation or other benefits payable under this Agreement all federal, state,
city or other taxes as shall be required pursuant to any law or governmental
regulation or ruling.

                                       9
<PAGE>

                  9.4      Supplements and Amendments. This Agreement may be
supplemented or amended only upon the written consent of each of the parties
hereto.

                  9.5      Assignment. Except as expressly provided below, this
Agreement shall not be assignable, in whole or in part, by either party without
the prior written consent of the other party. The Company may, without the prior
written consent of the Executive, assign its rights and obligations under this
Agreement to any other Group Member into which the Company may merge or
consolidate, or to which the Company may sell or transfer assets; provided,
however, that such assignment may be made without Executive's prior written
consent only if (i) such assignment has a valid business purpose and is not for
the purpose of avoiding the Company's obligations hereunder or Executive's
realization of the benefits of this Agreement and (b) the assignee expressly
assumes in writing all obligations and liabilities to Executive hereunder. The
Company will cause any purchaser of all or substantially all of its assets, by
agreement in form and substance reasonably satisfactory to Executive, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
purchase had taken place. This Agreement shall be binding upon and inure to the
benefit of Employer and their respective successors and permitted assigns. This
Agreement and all rights of Executive hereunder shall inure to the benefit of
and be enforceable by Executive's heirs, personal or legal representatives and
beneficiaries.

                  9.6      No Waiver. No term or condition of this Agreement
shall be deemed to have been waived, nor shall there be any estoppel to enforce
any provisions of this Agreement, except by a statement in writing signed by the
party against whom enforcement of the waiver or estoppel is sought. Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than that specifically waived.

                  9.7      Severability. The provisions of this Agreement are
severable, and if any one or more provisions may be determined to be judicially
unenforceable and/or invalid by a court of competent jurisdiction, in whole or
in part, the remaining provisions shall nevertheless be binding, enforceable and
in full force and effect.

                  9.8      Titles and Headings. The titles and headings of the
various Sections of this Agreement are intended solely for convenience of
reference and not intended for any purpose whatsoever to explain, modify or
place any construction upon any of the provisions hereof.

                  9.9      Injunctive Relief. The Executive agrees that it would
be difficult to compensate the Company fully for damages for any violation of
the provisions of Sections 6 and 8 hereof. Accordingly, the Executive
specifically agrees that the Company shall be entitled to temporary and
permanent injunctive relief to enforce such provisions of this Agreement. This
provision with respect to injunctive relief shall not, however, diminish the
right of the Company to claim and recover damages in addition to injunctive
relief.

                                       10
<PAGE>

                  9.10     Notices. For the purpose of this Agreement, notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when hand delivered (which shall
include personal delivery and delivery by courier, messenger or overnight
delivery service) or mailed by certified mail, return receipt requested, postage
prepaid, addressed as follows: (i) if to Executive: At his home address in
accordance with the Company's records, and (ii) if to the Company, c/o Natural
Health Trends Corp., 12901 Hutton Drive, Dallas, Texas 75234, Attention: Mark
Woodburn, or (in each case) to such other address of which either party gives
notice to the other party in accordance herewith, except that notices of change
of address shall be effective only upon receipt.

                  9.11     Counterparts. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

                  9.12     Post Employment Obligations. The Executive agrees
that both during and after his employment he shall, at the request of the
Company, render all assistance and perform all lawful acts that the Company
considers necessary or advisable in connection with any litigation involving the
Company or any director, officer, employee, shareholder, agent, representative,
consultant, client or vendor of the Company or other Group Member. Reasonable
expenses incurred by the Executive in rendering such assistance shall be
promptly reimbursed by the Company.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.


                                         The Company:

                                         MARKETVISION COMMUNICATIONS
                                         CORPORATION



                                         By: /s/ MARK D. WOODBURN
                                             -------------------------------
                                             Name:  Mark D. Woodburn
                                             Title: CFO and Secretary


                                         The Executive:


                                         /s/ JOHN CAVANAUGH
                                         -----------------------------------
                                         JOHN CAVANAUGH

                                       11

<PAGE>

                                    EXHIBIT A


1.       IFCN--International Fitness Club Network. Consultation and software
maintenance for fitness clubs. Entails a proximity search feature that requires
updates.

2.       JNBA--Local Financial Advisor Firm. Software consultation and software
development. Entails a software form system that manages financial assessments
for the elderly.

                                       12

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>ex10_4.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
                                                                    EXHIBIT 10.4

                                                                [Execution Copy]

                              EMPLOYMENT AGREEMENT
                              --------------------


         THIS EMPLOYMENT AGREEMENT, dated as of March 31, 2004 (this
"Agreement"), is by and between MARKETVISION COMMUNICATIONS CORPORATION, a
Delaware corporation (the "Company"), and JASON LANDRY, an individual residing
in the State of Minnesota (the "Executive").

                              W I T N E S S E T H :
                              - - - - - - - - - -

         WHEREAS, the Company desires to secure the services of the Executive
upon the terms and conditions hereinafter set forth; and the Executive desires
to render services to the Company upon the terms and conditions hereinafter set
forth; and

         WHEREAS, the execution and delivery of this Agreement is a condition to
the consummation of the merger and other transactions contemplated by that
certain Agreement and Plan of Merger, dated as of March 31, 2004 (the "Merger
Agreement"), among Natural Health Trends Corp. ("Parent"), MV MergerCo., Inc., a
Delaware corporation ("MergerCo"), and MarketVision Communications Corporation,
a Minnesota corporation ("MV-Minn"). The Company is the surviving corporation of
the Merger (and is a wholly owned subsidiary of Parent. Capitalized terms used
and not defined herein shall have the respective meanings ascribed to such terms
in the Merger Agreement.

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

         Section 1.        Employment. The Company hereby employs Executive as
the President of the Company, and the Executive hereby accepts such employment,
subject to the terms and conditions set forth in this Agreement.

         Section 2.        Duties; Exclusive Services; Best Efforts.

                  (a)      The Executive shall perform all duties incident to
the position of President of the Company as well as any other duties as may from
time to time be assigned to him by the Board of Directors, the Chairman of the
Board of the Company or the President of the Company, and agrees to abide by all
bylaws, policies, practices, procedures or rules of the Company and (to the
extent applicable) Parent consistent with his position as Vice President -
Development of the Company. The Executive agrees to devote his best efforts,
energies and skill to the discharge of the duties and responsibilities
attributable to his position, and to this end, he will devote his full time and
attention to the business and affairs of the Company. The Executive also agrees
that he shall not take personal advantage of any business opportunities which
arise during his employment and which may benefit the Company, Parent or any
other subsidiary of Parent (each, a "Group Member"). All material facts

                                       1
<PAGE>

regarding such opportunities must be promptly reported to the Chairman of the
Board for consideration by the Company. Notwithstanding the foregoing, the
Executive may expend his time and efforts in other activities so long as such
endeavors do not affect his ability to perform his duties under this Agreement
and such endeavors do not involve the Executive providing computer programming
services. However, if such programming services do not affect his ability to
perform his duties under this Agreement, the Executive may provide computer
programming services to third parties so long as the Board of Directors of the
Company has given its prior written consent, which consent may be withheld,
conditioned or delayed in its sole discretion. If requested by the Company, the
Executive shall serve on the Board of Directors or any committee thereof without
additional compensation.

                  (b)      In performing his duties hereunder, the Executive
shall work at the offices of the Company located in Bloomington, Minnesota, or
such other location(s) as the Company and the Executive shall mutually agree.
However, the Executive shall also render services at such other place or places
within or without the United States as the Board of Directors or Chairman of the
Board may direct from time to time; provided that the Executive shall not be
required to render services away from the such location for more than twenty
business days in any given twelve-month period.

         Section 3.        Term of Employment; Vacation.

                  (a)      Unless extended in writing by both the Company and
the Executive, the term of the Executive's employment shall be for a period of
thirty six (36) months commencing on the date hereof, subject to earlier
termination by the parties pursuant to Sections 5 and 6 hereof (the "Term").

                  (b)      The Executive shall be entitled to three (3) weeks
vacation during each year of the Term.

         Section 4.        Compensation of Executive.

                  4.1      Salary; Bonus. The Company shall pay to Executive a
base salary of $130,000 per annum (the "Base Salary"), subject to such
deductions as shall be required to be withheld by applicable law and
regulations. The Base Salary shall be paid at such regular weekly, biweekly or
semi-monthly time or times as the U.S. operating subsidiaries of Parent ("U.S.
Group Members") make payment of their regular payroll in the regular course of
business. By no later than June 30, 2004, the Company and the Executive shall in
good faith negotiate a bonus arrangement reasonably acceptable to the Company
and the Executive.

                  4.2      Expenses. During the Term, the Company shall promptly
reimburse the Executive for all reasonable and necessary travel expenses and
other disbursements incurred by the Executive on behalf of the Company, in
performance of the Executive's duties hereunder, assuming Executive has received
prior approval for such travel expenses and disbursements by Parent to the
extent possible consistent with corporate practices with respect to the
reimbursement of expenses incurred by the senior executives of U.S. Group
Members.

                                       2
<PAGE>

                  4.3      Benefits. The Company shall establish at its sole
cost and expense, and the Executive shall be permitted during the Term to
participate, in a Minnesota based hospitalization and health care benefit
program on an individual or family coverage basis, at the Executive's election.
In addition, the Executive may participate in pension plans, bonus plans or
similar benefits ("Insurance Benefits") that may be available to other
executives of U.S. Group Members, subject to such eligibility rules as are
applied to senior managers generally. The Company shall use its best efforts to
obtain disability coverage for its employees so long as the cost of such
coverage is not unreasonably expensive.

                  4.4      Options. As of the date hereof, Parent shall grant
options to acquire 56,634 shares of common stock of Parent (the "Options"). The
Options (i) shall be granted pursuant to Parent's 2002 Stock Plan (the "Plan"),
(ii) shall vest immediately and (iii) shall be exercisable at an exercise price
equal to $18.11 per share for the seven (7) year period following the date
hereof grant. Notwithstanding any provisions in the Plan to the contrary, such
Options shall not terminate upon the termination of employment of the Executive.

         Section 5.        Disability of the Executive. If the Executive is
incapacitated or disabled by accident, sickness or otherwise so as to render the
Executive mentally or physically incapable of performing the services required
to be performed under this Agreement for a period of 90 consecutive days or 120
days in any period of 360 consecutive days (a "Disability"), the Company may, at
the time or during the period of such Disability, at its option, terminate the
employment of the Executive under this Agreement immediately upon giving the
Executive written notice to that effect.

         Section 6.        Termination.

                  (a)      The Company may terminate the employment of the
Executive and all of the Company's obligations under this Agreement at any time
for Cause (as hereinafter defined) by giving the Executive notice of such
termination, with reasonable specificity of the details thereof. For purposes of
this Agreement, "Cause" shall mean and include any:

                  (i)      failure or neglect by the Executive to perform the
material duties of the Executive's position which failure or neglect shall have
a material adverse effect on the Company or its subsidiaries;

                  (ii)     failure of the Executive to obey the lawful orders
given by the Board of Directors or Chairman of the Board of the Company, or by
the Board of Directors or any authorized officer of Parent in each case
commensurate with his title and responsibilities which failure or neglect shall
have a material adverse effect on the Company or its subsidiaries;

                  (iii)    willful misconduct by the Executive in connection
with the performance of any of his duties, including, without limitation,
misappropriation of funds or property of any Group Member, securing or
attempting to secure personally any profit in connection with any transaction
entered into on behalf of the Company or other Group Member, misrepresentation
to the Company or other Group Member, or any violation of law or regulations on
any Group Member premises or to which any Group Member is subject;

                                       3
<PAGE>

                  (iv)     commission by the Executive of an act involving moral
turpitude, dishonesty, theft or unethical business conduct, or conduct that is
demonstrably and materially injurious to the Company or other Group Member,
whether monetarily or otherwise;

                  (v)      failure by the Executive to devote his full time and
best efforts to the Company's business and affairs;

                  (vi)     failure to fully cooperate in any investigation by
the Company or any other Group Member;

                  (vii)    any material breach of this Agreement;

                  (viii)   death of or resignation by the Executive hereunder;
provided however, that if the Executive resigns as a result of a material breach
by the Company of this Agreement, or in accordance with Section 6(c), such
resignation shall not be considered "Cause" hereunder.

         A termination pursuant to this Section 6(a) shall take effect 10 days
after the giving of written notice to the Executive unless the Executive shall,
during such 10-day period, remedy to the reasonable satisfaction of the Board of
Directors of the Company the misconduct, disregard, abuse or breach specified in
such notice; provided, however, that such termination shall take effect
immediately upon the giving of such notice if the Board of Directors of the
Company or Parent shall, in its reasonable discretion, have determined that such
misconduct, disregard, abuse or breach is not remediable (which determination
shall be stated in such notice).

                  (b)      The Company may terminate the employment of the
Executive and all of the Company's obligations under this Agreement (except as
hereinafter provided) at any time during the Term without Cause by giving the
Executive written notice of such termination, to be effective 15 days following
the giving of such written notice.

                  (c)      The Executive may terminate his employment hereunder
(and the Term) for "Good Reason" after the occurrence, without the written
consent of the Executive, of an event constituting a material breach of this
Agreement by the Company that has not been fully cured within ten (10) days
after written notice thereof has been given by the Executive to the Company;
provided that, without limiting the generality of the foregoing, any one of the
following events shall be deemed a material breach of this Agreement:

                           (i)      A reduction by the Company in the
Executive's Base Salary as in effect on the commencement date of this Agreement
or as the same may be increased from time to time;

                           (ii)     The relocation of the Executive's principal
place of employment to a location more than twenty (20) miles from the
Executive's principal place of employment described in Section 2(b) hereof,
except for travel on the Company's business to an extent necessary and
reasonable in light of the Company's business needs and objectives; or

                                       4
<PAGE>

                           (iii)    a default in the payment of all or any part
of the principal or interest on the Promissory Notes when due, and such default
shall continue for a period of thirty (30) days after written notice of such
default shall be made to Parent.

                  For convenience of reference, the date upon which any
termination of the employment of the Executive pursuant to Sections 5 or 6 shall
be effective shall be hereinafter referred to as the "Termination Date".

         Section 7.        Effect of Termination of Employment.

                  (a)      Upon the termination of the Executive's employment
for Cause, neither the Executive nor the Executive's beneficiaries or estate
shall have any further rights to compensation under this Agreement or any claims
against the Company (or any other Group Member) arising out of this Agreement,
except the right to receive (i) the unpaid portion of the Base Salary provided
for in Section 4.1, earned through the Termination Date (the "Unpaid Salary
Amount"), (ii) accrued and unused vacation pay (the "Vacation Pay Amount") and
(iii) reimbursement for any expenses for which the Executive shall not have
theretofore been reimbursed, as provided in Section 4.2 (the "Expense
Reimbursement Amount").

                  (b)      Upon the termination of the Executive's employment as
a result of a Disability, neither the Executive nor the Executive's
beneficiaries or estate shall have any further rights to compensation under this
Agreement or any claims against the Company arising out of this Agreement,
except the right to receive (i) the Unpaid Salary Amount, (ii) the Vacation Pay
Amount, and (iii) the Expense Reimbursement Amount.

                  (c)      Upon the termination of the Executive's employment
without Cause, for Good Reason, and not as a result of a Disability, neither the
Executive nor the Executive's beneficiaries or estate shall have any further
rights to compensation under this Agreement or any claims against the Company
arising out of this Agreement, except the Executive shall have the right to
receive (i) the Unpaid Salary Amount, (ii) the Vacation Pay Amount (iii) the
Expense Reimbursement Amount, and (iii) severance compensation equal to the Base
Salary for the lesser of (a) the remaining term of this Agreement (as if this
Agreement was not terminated) and (b) twelve (12) months, all of which is
payable within thirty (30) days following the Termination Date.

                  (d)      Notwithstanding the foregoing, the Executive's rights
under the Options shall not terminate and such Option shall remain valid and
exercisable in accordance with its terms as set forth therein

                                       5
<PAGE>

         Section 8.        Restrictive Covenants.

                  8.1      Certain Definitions. For purposes of this Agreement
the following terms shall have the following meanings:

                           "Developments" means all Intellectual Property which
the Executive develops, makes, conceives or reduces to practice (or has
developed, made, conceived or reduced to practice) during his employment by or
association with the Company (or its predecessor-by-merger, MV-Minn), either
solely or jointly with others.

                           "Intellectual Property" means all inventions,
discoveries, computer software, programs and source codes, technical
information, trade secrets, know-how, proprietary processes and formula and
improvements, whether or not patentable or registered and whether or not they
are made, (i) conceived or reduced to practice during working hours, (ii)
reasonably related to the business of the Company or the Group, or (iii) using
the Company's data or facilities, and together with all goodwill and all the
rights and claims associated with any of the foregoing.

                           "Proprietary Information" means all Developments and
all any confidential, proprietary, secret or other non-public information owned,
possessed or used by the Company, Parent or any other Group Member.

                           "Restriction Period" means the period of time,
commencing on the date hereof and expiring two (2) years after the termination
of Executive's employment with the Company, voluntarily or involuntarily, for
any reason whatsoever, subject to extension pursuant to Section 8.6 below;
provided however, that the Restriction Period shall expire (a) one year after
the Termination Date, in the event that (i) the Executive has terminated this
Agreement in accordance with Section 6(c) solely because the Company has failed
to make payment of its obligations hereunder, and (ii) the Executive has elected
to receive, and the Company has paid, the amount due to Executive under Section
7(c), or (b) on the Termination Date, in the event that (i) the Executive has
terminated this Agreement in accordance with Section 6(c) solely because the
Company has failed to make payment of its obligations hereunder, and (ii) the
Executive has elected not to receive, or the Company has failed to pay, the
amount due to Executive under Section 7(c).

                  8.2      Confidentiality.

                  (a)      The Executive recognizes that his relationship with
the Company and the other Group Members is one of high trust and confidence by
reason of his access to and contact with the Proprietary Information.
Accordingly, the Executive agrees that he will not at any time, either during my
employment with the Company hereunder or thereafter, disclose to others, or use
for his own benefit or the benefit of others, any Proprietary Information. Such
property shall not be erased, discarded or destroyed without specific
instructions from the Company to do so. By way of illustration, but not
limitation, Proprietary Information includes trade secrets, processes, data,
know-how, marketing plans, forecasts, unpublished financial statements, budgets,

                                       6
<PAGE>

licenses, prices, costs and employee, customer and supplier lists. The Executive
understands that the Company and other Group Members from time to time has in
their possession information which is claimed by others to be proprietary and
which the Company or other Group Members have agreed to keep confidential. The
Executive agrees that all such information shall be Proprietary Information for
purposes of this Agreement

                  (b)      The Executive's obligations under this Section 8.2
will not apply, however, to any Proprietary Information which: (i) is or becomes
generally known to the public through no action on his part; (ii) is generally
disclosed to third parties by the Company or another Group Member without
restriction on such third parties; or (iii) is approved for release by written
authorization of the Board of Directors of the Company.

                  (c)      Upon termination of the Executive's employment with
the Company or at any other time upon request, the Executive will promptly
deliver to the Company all copies of computer programs, specifications,
drawings, blueprints, data storage devices, notes, memoranda, notebooks,
drawings, records, reports, files and other documents (and all copies or
reproductions of such materials) in his possession or under his control, whether
prepared by him or others, in whatever form on whatever tangible medium, which
contain Proprietary Information. The Executive acknowledges that this material
is the sole property of the Company and/or other Group Members.

                  (d)      The Executive agrees that, if requested to do so by
the Company, he will sign a Termination Certificate in which he confirms that he
has complied with the requirements of the preceding subsection and that he is
aware that certain restrictions imposed upon him by this Agreement continue
after termination of his employment. The Executive understands, however, that
his rights and obligations under this Section 8.2 will continue even if he does
not sign a Termination Certificate.

                  8.3      Covenant not to Compete.

                  (a)      During the Restriction Period the Executive will not
without the express written consent of the Company, directly or indirectly,
engage in, participate in, or assist, as owner, part-owner, partner, director,
officer, trustee, employee, agent, representative, independent contractor, or
consultant, or in any other capacity, any business organization, anywhere in the
world where the Company or any other Group Member does business whose business
is a Competitive Business. A "Competitive Business" means any business in the
network marketing or direct selling industries. Nothing herein shall prevent the
Executive from owning less than one percent (1%) of the stock of a corporation
that is traded on an established exchange, even if that corporation is engaged
in a Competitive Business.

                  (b)      The Executive recognizes that these restrictions on
competition are reasonable because of the Group Members' investment in good will
and in its customer lists and other proprietary information and his knowledge of
the Group Members' business and business plans. However if any period of time or
geographical area should be judged unreasonable in any judicial proceeding, then

                                       7
<PAGE>

the period of time or geographical area shall be reduced to such extent as may
be deemed required so as to be reasonable and enforceable.

                  (c)      During the Restriction Period the Executive will
notify the Company in the event that he takes up a position of any sort with any
business organization whose activities or products are directly or indirectly
competitive with activities or products of the Company or any other Group
Member.

                  (d)      During the Restriction Period the Executive shall not
(i) recruit or otherwise solicit or induce any (x) employees of the Company or
other Group Member to terminate their employment with, or otherwise cease their
relationships with, the Company or other Group Member, or (y) any person who was
an employee of the Company or other Group Member at any time within six months
prior to the end of the Executive's employment with the Company, or (ii)
interfere with or disrupt any actual or imminent business relationship between
the Company or any other Group Member, on the one hand, and any of their
respective (including prospective) customers, suppliers or accounts, on the
other.

                  8.4      Equitable Relief. Each of the parties acknowledges
that the provisions and restrictions of this Section 8 are reasonable and
necessary for the protection of the legitimate interests of Employer. Each of
the parties further acknowledges that the provisions and restrictions of this
Section 8 are unique and that any breach or threatened breach of any of such
provisions or restrictions will provide the Company with no adequate remedy at
law, and the result will be irreparable harm to the Company. Therefore, the
parties hereto agree that upon a breach or threatened breach of the provisions
or restrictions of this Section 8, the Company shall be entitled, in addition to
any other rights and remedies which may be available to it, to institute and
maintain proceedings at law or in equity, to recover damages, to obtain an
equitable accounting of all earnings, profits or other benefits resulting from
such breach or threatened breach and to obtain specific performance or a
temporary and permanent injunction.

                  8.5      Full Restriction Period. If Executive violates any
restrictive covenant contained herein and the Company institutes action for
equitable relief, the Company, as a result of the time involved in obtaining
such relief, shall not be deprived of the benefit of the full Restriction
Period. Accordingly, the Restriction Period shall be deemed to have the duration
specified in Section 8.1, computed from and commencing on the date on which
relief is granted by a final order from which there is no appeal, but reduced,
if applicable, by the length of time between the date the Restriction Period
commenced and the date of the first violation of any restrictive covenant by
Executive.

                  8.6      Equitable Accounting. The Company shall have the
right to demand and receive equitable accounting with respect to any
consideration received by Executive in connection with activities in breach of
the restrictive covenants herein, and the Company shall be entitled to payment
from Executive of such consideration on demand.

                  8.7      Prior Breaches. Neither the expiration of the
Restriction Period nor the termination of the status of any employee, customer,
supplier or account of any Group Member as such (whether or not due to a breach

                                       8
<PAGE>

hereof by Executive) shall preclude, limit or otherwise affect the rights and
remedies of the Company against Executive based upon any breach hereof during
the Restriction Period or before such status is terminated.

                  8.8      Non-circumvention of Covenants. The Executive
acknowledges and agrees that, for purposes of this Agreement, an action shall be
considered to have been taken by Executive "indirectly" if taken by or through,
with Executive's knowledge, (i) any member of his family , (ii) any person or
entity owned or controlled, solely or with others, directly or "indirectly" by
Executive or a member of his family, (iii) any person or entity of which he is
an owner, partner, employer, employee, trustee, independent contractor or agent,
(iv) any employees, partners, owners or independent contractors of any such
person or entity or (v) any other one or more representatives or intermediaries,
it being the intention of the parties that Executive shall not directly or
indirectly circumvent any restrictive covenant contained herein or the intent
thereof.

                  8.9      Fairness of Restrictions. The Executive acknowledges
and agrees that (i) compliance with the restrictive covenants set forth herein
would not prevent him from earning a living that involves his training and
skills without relocating, but only from engaging in unfair competition with,
misappropriating a corporate opportunity of, or otherwise unfairly harming
Employer and (ii) the restrictive covenants set forth herein are intended to
provide a minimum level of protection necessary to protect the legitimate
interests of the Company and other Group Members. In addition, the parties
acknowledge that nothing herein is intended to or shall, limit, replace or
otherwise affect any other rights or remedies at law or in equity for protection
against unfair competition with, misappropriation of corporate opportunities of,
disclosure of confidential and proprietary information of, or defamation of the
Company or any other Group Member, or for protection of any other rights or
interest of any such entity.

         Section 9.        Miscellaneous.

                  9.1      Governing Law. THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF TEXAS AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SAID STATE APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED WITHIN SAID STATE.

                  9.2      Entire Agreement. This Agreement (together with the
exhibits attached hereto, which hereby are incorporated by reference) contains
the entire agreement of the parties hereto relating to the employment of
Executive by Employer and the other matters discussed herein and supersedes all
prior agreements and understandings with respect to such subject matter, and the
parties hereto have made no agreements, representations or warranties relating
to the subject matter of this Agreement which are not set forth herein.

                  9.3      Withholding Taxes. Employer may withhold from any
compensation or other benefits payable under this Agreement all federal, state,
city or other taxes as shall be required pursuant to any law or governmental
regulation or ruling.

                                       9
<PAGE>

                  9.4      Supplements and Amendments. This Agreement may be
supplemented or amended only upon the written consent of each of the parties
hereto.

                  9.5      Assignment. Except as expressly provided below, this
Agreement shall not be assignable, in whole or in part, by either party without
the prior written consent of the other party. The Company may, without the prior
written consent of the Executive, assign its rights and obligations under this
Agreement to any other Group Member into which the Company may merge or
consolidate, or to which the Company may sell or transfer assets; provided,
however, that such assignment may be made without Executive's prior written
consent only if (i) such assignment has a valid business purpose and is not for
the purpose of avoiding the Company's obligations hereunder or Executive's
realization of the benefits of this Agreement and (b) the assignee expressly
assumes in writing all obligations and liabilities to Executive hereunder. The
Company will cause any purchaser of all or substantially all of its assets, by
agreement in form and substance reasonably satisfactory to Executive, to
expressly assume and agree to perform this Agreement in the same manner and to
the same extent that the Company would be required to perform it if no such
purchase had taken place. This Agreement shall be binding upon and inure to the
benefit of Employer and their respective successors and permitted assigns. This
Agreement and all rights of Executive hereunder shall inure to the benefit of
and be enforceable by Executive's heirs, personal or legal representatives and
beneficiaries.

                  9.6      No Waiver. No term or condition of this Agreement
shall be deemed to have been waived, nor shall there be any estoppel to enforce
any provisions of this Agreement, except by a statement in writing signed by the
party against whom enforcement of the waiver or estoppel is sought. Any written
waiver shall not be deemed a continuing waiver unless specifically stated, shall
operate only as to the specific term or condition waived and shall not
constitute a waiver of such term or condition for the future or as to any act
other than that specifically waived.

                  9.7      Severability. The provisions of this Agreement are
severable, and if any one or more provisions may be determined to be judicially
unenforceable and/or invalid by a court of competent jurisdiction, in whole or
in part, the remaining provisions shall nevertheless be binding, enforceable and
in full force and effect.

                  9.8      Titles and Headings. The titles and headings of the
various Sections of this Agreement are intended solely for convenience of
reference and not intended for any purpose whatsoever to explain, modify or
place any construction upon any of the provisions hereof.

                  9.9      Injunctive Relief. The Executive agrees that it would
be difficult to compensate the Company fully for damages for any violation of
the provisions of Sections 6 and 8 hereof. Accordingly, the Executive
specifically agrees that the Company shall be entitled to temporary and
permanent injunctive relief to enforce such provisions of this Agreement. This
provision with respect to injunctive relief shall not, however, diminish the
right of the Company to claim and recover damages in addition to injunctive
relief.

                                       10
<PAGE>

                  9.10     Notices. For the purpose of this Agreement, notices
and all other communications provided for in this Agreement shall be in writing
and shall be deemed to have been duly given when hand delivered (which shall
include personal delivery and delivery by courier, messenger or overnight
delivery service) or mailed by certified mail, return receipt requested, postage
prepaid, addressed as follows: (i) if to Executive: At his home address in
accordance with the Company's records, and (ii) if to the Company, c/o Natural
Health Trends Corp., 12901 Hutton Drive, Dallas, Texas 75234, Attention: Mark
Woodburn, or (in each case) to such other address of which either party gives
notice to the other party in accordance herewith, except that notices of change
of address shall be effective only upon receipt.

                  9.11     Counterparts. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.

                  9.12     Post Employment Obligations. The Executive agrees
that both during and after his employment he shall, at the request of the
Company, render all assistance and perform all lawful acts that the Company
considers necessary or advisable in connection with any litigation involving the
Company or any director, officer, employee, shareholder, agent, representative,
consultant, client or vendor of the Company or other Group Member. Reasonable
expenses incurred by the Executive in rendering such assistance shall be
promptly reimbursed by the Company.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth above.


                                         The Company:

                                         MARKETVISION COMMUNICATIONS
                                         CORPORATION



                                         By: /s/ MARK D. WOODBURN
                                             -------------------------------
                                             Name:  Mark D. Woodburn
                                             Title: CFO and Secretary


                                         The Executive:


                                         /s/ JASON LANDRY
                                         -----------------------------------
                                         JASON LANDRY

                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>ex10_5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
                                                                    EXHIBIT 10.5

                                    GUARANTY

         FOR VALUE RECEIVED, and in consideration of the sum of One Dollar
($1.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the undersigned, Lexxus International, Inc.,
a Delaware corporation, its successors and assigns, hereby unconditionally
guarantees to John Cavanaugh (the "Executive"), his heirs, legal
representatives, successors and assigns, payment when due of the obligations of
MarketVision Communications Corporation, a Delaware corporation
("MarketVision"), and the performance and observance by MarketVision of all of
its covenants and obligations contained in that certain Employment Agreement
dated March 31, 2004, by and between MarketVision and the Executive
(collectively the "Guaranteed Obligations").

         The undersigned hereby expressly waives demand and presentment with
respect to the Guaranteed Obligations and also with respect to acceptance of
this Guaranty. This Guaranty shall continue in full force and effect
notwithstanding the discharge by the Executive or by operation of law or
otherwise of MarketVision of all or any portion of the Guaranteed Obligations or
the modification by operation of law or otherwise of all or any portion of the
Guaranteed Obligations or the guaranty thereof by any other person, and the
undersigned hereby expressly waives all notice of or consent to any such
discharge, modification or guaranty.

         The undersigned acknowledges and understands that this Guaranty makes
the undersigned absolutely, primarily and directly liable to the Executive for
the Guaranteed Obligations, and that it shall not be required to pursue any
right or remedy which it may have against MarketVision or any other person with
respect to all or any portion of Guaranteed Obligations, or any collateral or
security for all or any portion of the Guaranteed Obligations (and shall not be
required first to commence any action or obtain any judgment with respect
thereto) before enforcing this Guaranty against the undersigned.

         This Guaranty shall be governed by and construed in accordance with the
laws of the State of Texas.

         IN WITNESS WHEREOF, the undersigned has entered into this Guaranty
effective the 31st day of March, 2004.

                                    LEXXUS INTERNATIONAL, INC.


                                    By /s/ MARK D. WOODBURN
                                       -----------------------------------------
                                       Its Chief Financial Officer
                                       -----------------------------------------
<PAGE>

                                    GUARANTY

         FOR VALUE RECEIVED, and in consideration of the sum of One Dollar
($1.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the undersigned, Lexxus International, Inc., a
Delaware corporation, its successors and assigns, hereby unconditionally
guarantees to Jason Landry (the "Executive"), his heirs, legal representatives,
successors and assigns, payment when due of the obligations of MarketVision
Communications Corporation, a Delaware corporation ("MarketVision"), and the
performance and observance by MarketVision of all of its covenants and
obligations contained in that certain Employment Agreement dated March 31, 2004,
by and between MarketVision and the Executive (collectively the "Guaranteed
Obligations").

         The undersigned hereby expressly waives demand and presentment with
respect to the Guaranteed Obligations and also with respect to acceptance of
this Guaranty. This Guaranty shall continue in full force and effect
notwithstanding the discharge by the Executive or by operation of law or
otherwise of MarketVision of all or any portion of the Guaranteed Obligations or
the modification by operation of law or otherwise of all or any portion of the
Guaranteed Obligations or the guaranty thereof by any other person, and the
undersigned hereby expressly waives all notice of or consent to any such
discharge, modification or guaranty.

         The undersigned acknowledges and understands that this Guaranty makes
the undersigned absolutely, primarily and directly liable to the Executive for
the Guaranteed Obligations, and that it shall not be required to pursue any
right or remedy which it may have against MarketVision or any other person with
respect to all or any portion of Guaranteed Obligations, or any collateral or
security for all or any portion of the Guaranteed Obligations (and shall not be
required first to commence any action or obtain any judgment with respect
thereto) before enforcing this Guaranty against the undersigned.

         This Guaranty shall be governed by and construed in accordance with the
laws of the State of Texas.

         IN WITNESS WHEREOF, the undersigned has entered into this Guaranty
effective the 31st day of March, 2004.

                                     LEXXUS INTERNATIONAL, INC.


                                     By /s/ MARK D. WOODBURN
                                        ----------------------------------------
                                        Its Chief Financial Officer
                                        ----------------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>8
<FILENAME>ex10_6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>
                                                                    EXHIBIT 10.6

                                                                [Execution Copy]

                           SOFTWARE LICENSE AGREEMENT

This Software License Agreement is made this 31st day of March, 2004 ("the
Effective Date"), by and between Natural Health Trends Corp., a Florida
corporation, ("NHTC"), MV MergerCo, Inc., a Delaware Corporation (hereinafter
"MergerCo"), and MarketVision Consulting Group, LLC, a Delaware LLC having a
registered address of 9 East Loockerman Street, Suite 1B, Dover, Kent County,
Delaware 19901, ("Licensee").

                                   BACKGROUND

Under that certain Agreement and Plan of Merger dated March 31, 2004 (as the
same may be modified, amended, supplemented and/or restated from time to time,
the "Merger Agreement"), among Natural Health Trends Corp., MV MergerCo, Inc.,
and MarketVision Communications Corporation ("MVCC"), the MarketVision Software
(as defined in the Merger Agreement) developed and owned by MVCC became owned by
MergerCo.

This is the MarketVision Software License Agreement referred to (and defined as
such) in the Merger Agreement. It is a condition precedent to the consummation
of the transactions contemplated by the Merger Agreement that NHTC and MergerCo
execute and deliver this Agreement.

Now, therefore, in consideration of the premises and mutual covenants and
undertakings herein contained and of each and every act performed or to be
performed hereunder, NHTC, MergerCo, and Licensee hereby agree and covenant
as follows:

1.       Definitions.

         1.1 Software: means the MarketVision Software in executable and
machine-interpretable form, and any updates and enhancements thereto made by or
for any party to this Agreement.

         1.2 Documentation: means, with respect to a software program of the
Software, the source code, if applicable (with comments as may exist), as well
as any pertinent commentary or explanation prepared by or for, or that is the
property of, the owner, developer, author, or maintainer, including without
limitation all notes, flow charts, programmer's and user's manuals.

         1.3 Intellectual Property Rights: means patent rights (including patent
applications and disclosures), copyrights (including, but not limited to, rights
in audiovisual works), trademark rights (including but not limited to
trademarks, whether registered or not), trade secret rights, rights of priority
and any other intellectual property right recognized in any country or
jurisdiction in the world.

         1.4 Trademark: means the service mark and trademark MARKETVISION in
the goods and services of the development, distribution, and maintenance of
the Software.
<PAGE>

         1.5 Other Definitions: Capitalized terms not otherwise expressly
defined in this Agreement shall have the meanings set forth in the
Merger Agreement.

2.       License. Subject to the terms and conditions of this Agreement,
MergerCo grants to Licensee an irrevocable, exclusive, perpetual, royalty-free,
fully-paid, worldwide, transferable, sublicensable right and license to use,
copy, modify, distribute, rent, lease, enhance, transfer, market, and create
derivative works of the Software and Documentation, and to sue for infringement
of the Software and Documentation for its own account and without right of
accounting to Licensor. MergerCo further grants to Licensee an irrevocable,
exclusive, perpetual, royalty-free, fully-paid, worldwide, transferable,
sublicensable right and license to use the Trademark in connection with its
development, distribution, and maintenance of the Software and Documentation.

3.       Limited Rights. Notwithstanding the foregoing, Licensee agrees that
during the period commencing on the date hereof and ending on the date upon
which an Event of Default occurs, (i) subject to Licensor's compliance with
Section 6 below, Licensee agrees to waive its right to exclusivity granted under
Section 2 above, and to waive its rights to sublicense, distribute, rent, lease,
transfer, market, and sue for infringement of, the Software and Documentation,
in order to enable Licensor to use the Software and Documentation, and to grant
such restricted licenses to the Software and Documentation to third parties as
are permitted herein. Following the occurrence of an Event of Default, (a) each
and every element of Licensee's waiver under this Section 3 of exclusivity and
of rights shall terminate, and (b) Licensee may exercise and exploit every right
granted to it under Section 2 above, such rights to be exclusive except as
subject to MergerCo's retention of a limited right to use the Software and
Documentation for Licensor's (Licensor's affilate's, or other permitted owner's)
internal use only and not as an application service provider or service bureau,
and (ii) MergerCo shall not rent, lease, license, transfer or distribute the
Software or the Documentation without the prior written consent of Licensee;
provided however, that NHTC, MergerCo or any of their affiliates or joint
ventures may transfer the ownership of the Software to any third party in
connection with a sale of all, or substantially all, of the assets of such
entity, subject in each case to Licensee's rights, and the acquiring party's
assumption of all obligations, under this Agreement.

4.       Proprietary Rights. All right, title, interest, ownership and
proprietary rights in and to the Software and Documentation (including
derivative works, enhancements, corrections, or improvements made by Licensee,
but only such made prior to an Event of Default) shall remain in MergerCo, NHTC,
or any affiliate thereof, as the case may be, subject in each case to Licensee's
rights under this Agreement. MergerCo's rights under this Section 4 will include
all Intellectual Property Rights in the Software and Documentation, but shall
exclude any Intellectual Property Rights in any derivative works, enhancements,
corrections, or improvements that Licensee may create following the occurrence
of an Event of Default.

5.       Maintenance. During the term of this Agreement, MergerCo and/or NHTC,
any affilate thereof or other permitted owner of the Software and Documentation
will, upon written request from Licensee from time to time, provide Licensee the
following materials and standard maintenance services for the Software through
electronic download, electronic mail transmission, or physical delivery: (i) the
Software and Documentation as they exist as of the date of this Agreement; (ii)

                                       2
<PAGE>

corrections of substantial defects in the Software; and (iii) periodic updates
of the Software that may incorporate (a) corrections of any Software defects,
(b) fixes of any Software bugs, and (c) any enhancements to the Software,
created, designed, or implemented by MergerCo, NHTC, and/or their employees,
contractors, and agents. Standard maintenance services do not include:
(i) custom programming services; (ii) on-site support; or (iii) hardware and
related supplies.

6.       Restrictions on Licensing of Software by Licensor. During the period
(the "Restricted Period") commencing on the date hereof and ending on the
earlier of (a) the occurrence of an Event of Default (as hereinafter defined),
or (b) the date on which an Event of Default can no longer occur (because the
Promissory Notes have been paid in full and a Share Default (as hereinafter
defined) is incapable of occurring (due to the price threshold having been
satisfied), Licensor shall not license the Software or the Documentation to any
third parties or allow any third parties to use the Software unless (x) such
license or use is pursuant to a written agreement for use of the Software solely
on an application service provider basis with services to be provided by
Licensor ("Third-Party License"); (y) such Third-Party License is expressly
assignable by Licensor to Licensee following an Event of Default without the
consent of the third-party licensee; and (z) other than such client modules as
are necessary for the third-parties' use of the Software, a copy of the Software
is not made available nor delivered to such third-party licensee; provided
however, that the Licensor may deliver to a reputable escrow agent a copy of the
Software source code (and updates thereto) pursuant to a customary source code
escrow agreement that provides, inter alia, that the third party licensee's
rights to use the Software upon a release event are limited to such use
necessary for the third-party licensee to exercise its license rights under the
Third-Party License.

7.       Engagement of Licensee and Assignment of Licenses. Following an Event
of Default: (i) Licensee shall perform application service provider services (in
a manner consistent with the services provided by MVCC prior to the date hereof)
featuring the Software to Licensor, if elected by Licensor; (ii) thereafter
Licensor shall pay Licensee until all obligations due and payable under the
Promissory Notes have been paid in full (a) $36 for each newly signed
distributor of Licensor, MergerCo, NHTC, or any affiliate thereof, if the total
outstanding obligations under the Promissory Notes exceeds $500,000, and (b) $18
for each newly signed distributor of Licensor, MergerCo, NHTC, or any affiliate
thereof, if the total outstanding obligations under the Promissory Notes is
equal to or less than $500,000; (iii) Licensor shall assign to Licensee all of
Licensor's rights and obligations under any licenses or application service
provider agreements pertaining to the Software and elected by Licensee, entered
into by Licensor with third parties; and (iv) any waiver of, or restriction on,
Licensee's rights under Section 2 herein shall terminate.

8.       Disclaimers. MERGERCO AND NHTC MAKE NO WARRANTIES, WHETHER EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.

THE SOFTWARE PROVIDED UNDER THIS AGREEMENT IS "AS IS".

                                       3
<PAGE>

9.       Term and Termination. This Agreement becomes effective as of the
Effective Date and will terminate on March 31, 2008; provided however, if an
Event of Default has occurred prior to such termination date, this Agreement
shall continue until terminated in writing by Licensee.

10.      Event of Default. Each and any of the following events shall comprise
an Event of Default under this Agreement:

         10.1 The Issuer under the any Promissory Note fails to make a payment
when due and that failure is not cured within 30 days after written notice from
any of the holders thereof or their agent;

         10.2 The Licensor defaults on any payments due under the Employment
Agreements, as defined in the Merger Agreement, between Licensor and a member of
the Licensee; or

         10.3 A "Share Default" occurs, defined as the Market Value per share of
the NHTC Common Stock failing to equal or exceed $10.00 per share for any one
(1) rolling period of six (6) consecutive months during the three-year period
commencing on the earlier of (i) the first anniversary of the date of this
Agreement, or (ii) the date on which the Merger Shares are registered with the
Securities and Exchange Commission for resale to the public.

11.      Confidentiality. Confidential Information shall include the Software,
Documentation, the terms under this Agreement, and all information clearly
identified as confidential. During the Restricted Period, Licensee shall hold
all Confidential Information in confidence, and shall take all reasonable steps
to ensure that Confidential Information is not disclosed or distributed by its
employees or agents to third parties not subject in writing to the
confidentiality obligations in this Section. MergerCo and NHTC shall hold all
Confidential Information in confidence, and shall take all reasonable steps to
ensure that Confidential Information is not disclosed or distributed by their
respective employees or agents except to permitted third parties that are
subject in writing to the confidentiality obligations in this Section.

12.      General Provisions.

         12.1 Independent Contractor Relationship. The relationship between
MergerCo and Licensee established by this Agreement is that of independent
contractors. No franchise, joint venture or partnership is established by this
Agreement. Neither party is the agent, broker, partner, employee, or legal
representative of the other for any purpose.

         12.2 Assignment. Neither party will have the right to assign this
Agreement in whole or in part without written approval of the other party, which
approval will not be unreasonably withheld or delayed. However, either party may
assign this Agreement without such consent in connection with a merger,
acquisition, corporate reorganization or sale of all or substantially all of its
assets, unless such transaction would result in an assignment to an entity
reasonably deemed to be a direct competitor of the other party. This Agreement
will inure to the benefit of, and will be binding upon, the parties and their
successors and permitted assigns.

                                       4
<PAGE>

         12.3 Notices. All notices under this Agreement must be in writing and
sent to the address of the receiving party specified below, via hand delivery,
United States registered or certified mail, return receipt requested, or
recognized overnight courier service. Notice shall be effective upon receipt if
hand delivered or if delivered by overnight courier, or three (3) days after
posting if deposited in U.S. mail. The parties may change their notice address
by giving notice in accordance with this Section.

         12.4 Agents and Subcontractors. MergerCo may use third parties under
contract with MergerCo to assist MergerCo in the performance of its obligations
under this Agreement, provided that MergerCo will remain responsible for all
its obligations under this Agreement whether or not such third parties so
assist MergerCo.

         12.5 Jurisdiction and Venue. This Agreement and any dispute arising
from or relating to the performance or breach hereof shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware,
without reference to conflicts of laws principles. The parties irrevocably
agree to the exclusive jurisdiction of the federal or state courts located
in Delaware.

         12.6 Force Majeure. Nonperformance by either party shall be excused to
the extent that performance is rendered impossible by strike, fire, flood,
earthquake, governmental acts or orders or restrictions, or any other
reason when failure to perform is beyond the reasonable control of the
nonperforming party.

         12.7 No Waiver. The waiver by either party of a breach of any provision
of this Agreement or the failure by either party to exercise any right hereunder
shall not operate or be construed as a waiver of any subsequent breach or as a
waiver of any other right.

         12.8 Severability. If any provision of this Agreement is held to be
unenforceable for any reason, it will be modified rather than voided, if
possible, in order to achieve the intent of the parties to this Agreement to the
extent possible. Any provision held overbroad as written will be deemed amended
to narrow its application to the extent necessary to make the provision
enforceable under applicable law, and enforced as amended. In any event, all
other provisions of this Agreement will be deemed valid and enforceable to the
full extent.

         12.9 Complete Agreement. This Agreement and any Exhibits constitute the
complete agreement between the parties and supercede all prior or
contemporaneous agreements or representations, written or oral, concerning the
subject matter of this Agreement. This Agreement may not be modified or amended
except in writing signed by a duly authorized representative of each party; no
other act, document, usage or custom shall be deemed to amend or modify this
Agreement. This Agreement shall also supersede all terms of any unsigned,
"shrinkwrap," or "clickwrap" license that may be included in any package, media,
or electronic version of the Software or Documentation to the extent
inconsistent with this Agreement.

         12.10 Bankruptcy. The parties acknowledge, intend, and agree that the
rights granted to Licensee under this Agreement, excluding the trademark rights
and Trademark, are grants of intellectual property for which the Licensee is
entitled to the protections of 11 U.S.C. s. 365(n).

                                       5
<PAGE>
<TABLE>
<CAPTION>
<S>                                                  <C>
AGREED TO:

MV MergerCo, Inc.:                                   MarketVision Consulting Group, LLC:

Signature: /s/ MARK D. WOODBURN                      Signature: /s/ JOHN CAVANAUGH
           ---------------------------------                    --------------------------------

Name:  Mark D. Woodburn                              Name:  John Cavanaugh
       -------------------------------------                ------------------------------------

Title: CFO and Secretary                             Title:
       -------------------------------------                ------------------------------------

Address:                                             Address:
        ------------------------------------                 -----------------------------------

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


Natural Health Trends Corp.

Signature: /s/ MARK D. WOODBURN
           ---------------------------------

Name:  Mark D. Woodburn
       -------------------------------------

Title: President and Chief Financial Officer
       -------------------------------------

Address:
        -----------------------------------

        -----------------------------------
</TABLE>


                                       6

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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