Capital Beverage Corp – ‘PRE 14A’ for 12/31/01

On:  Tuesday, 12/10/02, at 11:45am ET   ·   For:  12/31/01   ·   Accession #:  1172665-2-175   ·   File #:  1-13181   ·   Correction:  This Filing was Deleted by the SEC on 12/24/02. ®

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Preliminary Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Annual Report                             41    155K 

Document Table of Contents

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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. ___)                                                             

[X]      Filed by Registrant                                                    

[  ]     Filed by a Party other than the Registrant                             

Check the appropriate box:                                                      

[X]      Preliminary Proxy Statement                                            

[  ]     Definitive Proxy Statement                                             

[  ]     Definitive Additional Materials                                        

[  ]     Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12        

 NATURAL HEALTH TRENDS CORP.
(Name of Registrant As Specified in its Charter)

Payment of Filing Fee (Check the appropriate box):                              

[X ]     No fee required.                                                       

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.    

1)       Title of each class of securities to which transaction applies:        

N/A                                         
         -----------------------------------------------------------------------

2)       Aggregate number of securities to which transaction applies:           

N/A                                         
         -----------------------------------------------------------------------

3)       Per unit price or other underlying value of transaction computed       
pursuant to Exchange Act                                      
Rule 0-11:(1)                                                 

N/A                                         
         -----------------------------------------------------------------------
4)       Proposed maximum aggregate value of transaction:                       

N/A                                         
         -----------------------------------------------------------------------

(1)      Set forth the amount on which the filing fee is calculated and state   
how it was determined.                                        

        [ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was    
paid previously. Identify the previous filing by registration statement number, 
or the Form or Schedule and date of its filing.                                 

1)  Amount Previously Paid:                 
N/A                       

     2)  Form, Schedule or Registration Statement No.:
N/A                       

3)  Filing Party:                           
N/A                       

4)  Date Filed:                             
N/A                       

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 NATURAL HEALTH TRENDS CORP.
 5605 N. MacArthur Boulevard, 11th Floor
 Irving, Texas 75038

                                                             December __, 2002

Dear Shareholders:                                                              

   You are cordially invited to attend the Annual Meeting of Shareholders of
Natural Health Trends Corp. The meeting will be held on January ____, 2003 at   
12901 Hutton Drive, Dallas, Texas 75234 at 10 a.m., central standard time. In   
the following pages, you will find the formal notice of our annual meeting and  
our proxy statement. After reading the proxy statement, please mark, sign and   
promptly return the enclosed proxy card to ensure that your shares are          
represented at the meeting.                                                     

We hope that many of you will be able to attend our annual meeting in 
person. It is important that your shares be represented and voted at the annual 
meeting regardless of the size of your holdings. If your shares are registered  
in your name and you plan to attend the annual meeting, please mark the         
appropriate box on the enclosed proxy card and you will be registered for the   
meeting. We urge you to attend the meeting but if you cannot, you may instead   
vote by proxy.                                                                  

    We appreciate the continuing interest of our shareholders in our business,
and we look forward to seeing you at the meeting.                               

                                                  Sincerely,

                                                          Mark D. Woodburn
                                                           President and Chief
                                                         Financial Officer

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 NATURAL HEALTH TRENDS CORP.
 5605 N. MacArthur Boulevard, 11th Floor
 Irving, Texas 75038

----------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
 TO BE HELD ON JANUARY ___, 2003
----------------------------------------

 To the Shareholders of Natural Health Trends Corp.:

     NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of Natural Health Trends Corp. (the "Company") will be held on
January ____, 2003 at 12901 Hutton Drive, Dallas, Texas 75234 at 10 a.m.,       
central standard time, and thereafter as it may from time to time be adjourned, 
for the purposes stated below.                                                  

1.       To elect two (2)  directors  to the Board of  Directors of the Company 
  for a one (1) year term and until the next annual meeting of the
Company's shareholders;                                       

2.       To effect a reverse stock split of the Company's issued common stock,  
        par value $.001 per share, on the basis of one (1) new share of common
      stock for each one hundred (100) shares of common stock outstanding;

3.       To approve the adoption of the Company's 2002 Stock Plan;              

4.       To ratify the appointment of Sherb & Co., LLP as independent public    
       accountants for the Company for fiscal year ending December 31, 2002;

5.       To ratify a certain  amendment to the Company's  Articles of           
      Incorporation  pursuant to which the Company increased the number of
         authorized shares of common stock from 50,000,000 shares to 500,000,000
shares; and                                                   

6.       To transact such other business as may properly come before the Annual 
Meeting or any adjournments thereof.                          

      All shareholders are cordially invited to attend the Annual Meeting.
Only those shareholders of record at the close of business on December __, 2002 
are entitled to notice of and to vote at the Annual Meeting and any adjournments
thereof. A complete list of shareholders entitled to vote at the Annual Meeting 
will be available at the Meeting.                                               

                                        BY ORDER OF THE BOARD OF DIRECTORS

                                           -------------------------------------
December ____, 2002                        Mark D. Woodburn                     
                                           President and Chief Financial Officer

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED FORM OF PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE TO OUR     
TRANSFER AGENT.                                                                 

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 NATURAL HEALTH TRENDS CORP.
 5605 N. MacArthur Boulevard, 11th Floor
 Irving, Texas 75038

 PROXY STATEMENT

INTRODUCTION

    This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Natural Health Trends      
Corp., a Florida corporation (the "Company"), for use at an Annual Meeting of   
the Company's shareholders to be held at 12901 Hutton Drive, Dallas, Texas 75234
on January _____, 2003 at 10 a.m., central standard time, and at any            
adjournments thereof (the "Annual Meeting").                                    

             The Annual Meeting has been called to consider and take action on
the following proposals: (i) to elect two (2) directors to the Board of         
Directors of the Company for a one (1) year term and until the next annual      
meeting of the Company's shareholders; (ii) to effect a reverse stock split of  
the Company's issued common stock, par value $.001 per share, on the basis of   
one (1) new share of common stock for each one hundred (100) shares of common   
stock outstanding (the "Reverse Stock Split"); (iii) to approve the adoption of 
the Company's 2002 Stock Plan; (iv) to ratify the appointment of Sherb & Co.,   
LLP as independent public accountants for the Company for fiscal year ending    
December 31, 2002; (v) to ratify a certain prior amendment to the Company's     
Articles of Incorporation pursuant to which the Company increased the number of 
authorized shares of common stock from 50,000,000 shares to 500,000,000 shares  
(the "Charter Amendment"); and (vi) to transact such other business as may      
properly come before the Annual Meeting or any adjournments thereof. The Board  
of Directors knows of no other matters to be presented for action at the Annual 
Meeting. However, if any other matters properly come before the Annual Meeting, 
the person named in the proxy will vote on such other matters and/or for other  
nominees in accordance with his best judgment. The Company's Board of Directors 
recommends that the shareholders vote in favor of each of the proposals. Only   
holders of record of common stock, $.001 par value (the "Common Stock"), of the 
Company at the close of business on December ___, 2002 (the "Record Date") will 
be entitled to vote at the Annual Meeting.                                      

The principal executive offices of the Company are located at 5605 N. MacArthur 
Boulevard, 11th Floor, Irving, Texas 75038 and its telephone number is (972)    
819-2035. The approximate date on which this Proxy Statement, the proxy card and
other accompanying materials are first being sent or given to shareholders is   
December ____, 2002. The Company's Annual Report on Form 10-KSB filed with the  
Securities and Exchange Commission on April 16, 2002 is being sent to           
shareholders together with this Proxy Statement and is incorporated herein by   
reference. In addition, incorporated by reference are the Company's Quarterly   
Reports on Form 10-QSB for the quarter ended March 31, 2002, June 30, 2002 and  
September 30, 2002.                                                             

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INFORMATION CONCERNING SOLICITATION AND VOTING

             As of the Record Date, there were [421,618,436] shares of
Common Stock outstanding held by approximately _____ holders of record and ____ 
beneficial owners. Only holders of shares of Common Stock on the Record Date    
will be entitled to vote at the Annual Meeting. The holders of Common Stock are 
entitled to one vote on all matters presented at the meeting for each share held
of record. The presence in person or by proxy of holders of record of a majority
of the shares outstanding and entitled to vote as of the Record Date shall be   
required for a quorum to transact business at the Annual Meeting. If a quorum   
should not be present, the Annual Meeting may be adjourned until a quorum is    
obtained. Each nominee to be elected as a director named in Proposal 1 must     
receive the vote of a plurality of the votes of the shares of Common Stock      
present in person or represented by proxy at the meeting. For the purposes of   
election of directors, although abstentions will count toward the presence of a 
quorum, they will not be counted as votes cast and will have no effect on the   
result of the vote. The affirmative vote of the holders of a majority of the    
shares of Common Stock present in person or represented by proxy at the meeting 
is required for the approval of the adoption to the Company's 2002 Stock Plan   
described in Proposal 3 and the ratification of the appointment of Sherb & Co., 
LLP as independent public accountants of the Company for fiscal year ending     
December 31, 2002 described in Proposal 4. The affirmative vote of the holders  
of a majority of the shares of Common Stock outstanding is required for approval
of the Reverse Stock Split described in Proposal 2 and the ratification of the  
Charter Amendment described in Proposal 5. For purposes of the vote on the      
approval of the adoption to the Company's 2002 Stock Plan described in Proposal 
3 and the ratification of the appointment of Sherb & Co., LLP as independent    
public accountants of the Company for fiscal year ending December 31, 2002      
described in Proposal 4, abstentions will not be counted as votes entitled to be
cast on these matters and will have no affect on the result of the vote. "Broker
non-votes," which occur when brokers are prohibited from exercising             
discretionary voting authority for beneficial owners who have not provided      
voting instructions, will not be counted for the purpose of determining the     
number of shares present in person or by proxy on a voting matter and will have 
no affect on the outcome of the vote. Brokers who hold shares in street name may
vote on behalf of beneficial owners with respect to Proposal 1 and Proposal 4.  
The approval of all other matters to be considered at the Annual Meeting        
requires the affirmative vote of a majority of the eligible votes cast at the   
Annual Meeting on such matters.                                                 

     The expense of preparing, printing and mailing this Proxy
Statement, exhibits and the proxies solicited hereby will be borne by the       
Company. In addition to the use of the mails, proxies may be solicited by       
officers and directors and regular employees of the Company, without additional 
remuneration, by personal interviews, telephone, telegraph or facsimile         
transmission. In addition, the Company may elect to engage a proxy solicitation 
firm to solicit shareholders to vote or grant a proxy with respect to the       
proposals contained in this Proxy Statement. The Company will also request      
brokerage firms, nominees, custodians and fiduciaries to forward proxy materials
to the beneficial owners of shares of Common Stock held of record and will      
provide reimbursements for the cost of forwarding the material in accordance    
with customary charges.                                                         

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         Proxies given by shareholders of record for use at the Annual
Meeting may be revoked at any time prior to the exercise of the powers          
conferred. In addition to revocation in any other manner permitted by law,      
shareholders of record giving a proxy may revoke the proxy by an instrument in  
writing, executed by the stockholder or his attorney authorized in writing or,  
if the shareholder is a corporation, under its corporate seal, by an officer or 
attorney thereof duly authorized, and deposited either at the corporate         
headquarters of the Company at any time up to and including the last business   
day preceding the day of the Annual Meeting, or any adjournment thereof, at     
which the proxy is to be used, or with the chairman of such Annual Meeting on   
the day of the Annual Meeting or adjournment thereof, and upon either of such   
deposits the proxy is revoked.                                                  

             ALL PROXIES RECEIVED WILL BE VOTED IN ACCORDANCE WITH THE CHOICES
SPECIFIED ON SUCH PROXIES. PROXIES WILL BE VOTED IN FAVOR OF A PROPOSAL IF NO   
CONTRARY SPECIFICATION IS MADE. ALL VALID PROXIES OBTAINED WILL BE VOTED AT THE 
DISCRETION OF THE PERSONS NAMED IN THE PROXY WITH RESPECT TO ANY OTHER BUSINESS 
THAT MAY COME BEFORE THE ANNUAL MEETING.                                        

PROPOSAL ONE

 ELECTION OF DIRECTORS

          Under the By-Laws of the Company (the "By-Laws"), the Board of
Directors of the Company is authorized to be not less than one or greater than  
ten directors, subject to which limitation the number of directors may be fixed 
from time to time by action of the shareholders or of the directors, with all   
directors elected by the shareholders each year at the annual shareholder's     
meeting. The Company's board presently consists of one (1) director whose term  
expires at the Annual Meeting. Officers are elected annually by and serve at the
discretion of the Board of Directors.                                           

             The Board has nominated two (2) candidates to serve as directors.
The names and biographical summaries of the two (2) persons who have been       
nominated by the Board of Directors to stand for election at the Annual Meeting 
have been provided below for your information. The Board of Directors has       
proposed that these persons be elected at the Annual Meeting to serve until the 
next annual meeting of shareholders. The proxies will be voted for the election 
of the two (2) nominees listed below as directors of the Company unless         
otherwise specified on the form provided. A plurality of the votes of shares of 
Common Stock present in person or represented by proxy at the Annual Meeting    
will be necessary to elect the directors listed below. If, for any reason, any  
of the nominees shall be unable or unwilling to serve, the proxies will be voted
for a substitute nominee who will be designated by the Board of Directors at the
Annual Meeting. Shareholders may abstain from voting by marking the appropriate 
boxes on the enclosed proxy card. Abstentions shall be counted separately and   
shall be used for purposes of calculating quorum.                               

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Biographical Summaries of Nominees for the Board of Directors                   

Mark D.  Woodburn.  Mr.  Woodburn  has been a director of the Company  since    
August 2000 and has been the Chief  Financial  Officer and Secretary  of the    
Company  since April 1999.  From  October  1992 until  February  1999,  Mr.     
Woodburn  served as a director  and the Secretary of Kaire  International,  Inc.
Mr.  Woodburn has also served as the Chief  Financial  Officer of Lexxus        
International,  Inc. since March 2001.  Since September 2000, Mr. Woodburn has  
also served at the Company's President.                                         

Terry LaCore.  Mr. LaCore has been the Chief Executive Officer of Lexxus        
International, Inc. since March 2001.  From March 1999 until February 2001, Mr. 
LaCore was President of Kaire Neutraceuticals, Inc.  From September 1997 until  
March 1999, Mr. LaCore was President of Visionquest International Inc., a       
network marketing company which subsequently changed its name to Netvision      
International, Inc.  From March 1997 until September 1997, Mr. LaCore was an    
independent distributor with Visionquest International, Inc.                    

Recommendation of the Board of Directors                                        

        The Board of Directors unanimously recommends a vote FOR the
election of Messrs. Woodburn and LaCore. Unless otherwise instructed or unless  
authority to vote is withheld, the enclosed proxy will be voted FOR the election
of the above listed nominees and AGAINST any other nominees.                    

Directors and Executive Officers                                                

      Certain information concerning the directors and executive
officers of the Company is set forth below:                                     

Name                          Age           Position(s) with the Company        
----------------              ---           ----------------------------------  

Mark D. Woodburn              32            President, Chief Financial Officer, 
                                   Secretary and Sole Director
Terry LaCore                  30            Chief Executive Officer of Lexxus   
                           International, Inc.

     See "Biographical Summaries of Nominees for the Board of Directors"
above for biographical summaries of Messrs. Woodburn and LaCore.                

Director Compensation                                                           

Neither the director of the Company nor those of any of its   
subsidiaries receive any fixed compensation for their services as directors.    
Neither the Company nor any of its subsidiaries paid its directors any cash or  
other form of compensation for acting in such capacity, although directors who  
were also executive officers received cash compensation for acting in the       
capacity of executive officers.                                                 

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Meetings and Committees of the Board of Directors                               

            The Board of Directors met (or executed written consents in lieu
of meeting) 6 times during the fiscal year ended December 31, 2001. The Board of
Directors does not presently have any committees. It anticipated that following 
the Annual Meeting, the Board of Directors will form an audit committee and     
compensation committee.                                                         

The Audit Committee                                                             

             It is expected that the Audit Committee of the Board of Directors
will be formed in 2003 and that it will consist solely of newly appointed       
independent directors. The Audit Committee will meet during the fiscal year     
ending December 31, 2003. The Audit Committee will be primarily responsible for 
reviewing the services performed by the Company's independent public            
accountants, evaluating the Company's accounting policies and its system of     
internal controls, and reviewing significant finance transactions.              

The audit functions of the Audit Committee will be focused on three areas:

-        the  adequacy of the  Company's  internal  controls and  financial     
      reporting  process and the  reliability  of the  Company's financial
statements.                                                   

-        the hiring, replacing, independence and performance of the Company's   
independent public accountants.                               

-        the evaluation of the quality of the Company's accounting principals   
        and financial reporting as well as the Company's compliance with legal
and regulatory requirements.                                  

         The Audit Committee will meet with management periodically to
consider the adequacy of the Company's internal controls and the objectivity of 
its financial reporting. The Audit Committee will discuss these matters with the
Company's independent public accountants and with appropriate Company financial 
personnel. Meetings will be held with the independent public accountants who    
will have unrestricted access to the Audit Committee. The Audit Committee will  
appoint the independent public accountants and will review periodically their   
performance and independence from management. In addition, the Audit Committee  
will review the Company's financing plans and report recommendations to the full
Board of Directors to approve and to authorize action. The Directors who will   
serve on the Audit Committee will be "Independent" for purposes of stock        
exchange listing standards. That is, no member of the Audit Committee will have 
had a relationship to the Company that may interfere with its independence from 
the Company and its management. The Board intends to adopt a written charter    
setting out the functions the Audit Committee is to perform.                    

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             Management has primary responsibility for the Company's financial
statements and the overall reporting process, including the Company's system of 
internal controls. The independent public accountants audit the annual financial
statements prepared by management, express an opinion as to whether those       
financial statements present fairly the financial position, results of          
operations and cash flows of the Company in conformity with generally accepted  
accounting principles and will discuss with the Audit Committee any issues they 
believe should be raised with the Audit Committee.                              

           The Audit Committee will review the Company's audited financial
statements and meet with both management and Sherb & Co., LLP, the Company's    
independent public accountants, to discuss such audited financial statements.   
Management will represent to the Audit Committee that the financial statements  
are prepared in accordance with generally accepted accounting principles. The   
Audit Committee will receive from and discuss with Sherb & Co., LLP the written 
disclosure and the letter required by Independence Standards Board Standard No. 
1 (Independence Discussions with Audit Committees). These items relate to that  
firm's independence from the Company. The Audit Committee will also discuss with
Sherb & Co., LLP any matters required to be discussed by Statement on Auditing  
Standards No. 61 (Communication with Audit Committees). Based on these reviews  
and discussions, the Audit Committee will make a recommendation to the Board    
regarding the Company's audited financial statements and whether they should be 
included in the Company's Annual Report on Form 10-KSB for the fiscal year      
ending December 31, 2002.                                                       

Audit Fees                                                                      

             For the fiscal year ended December 31, 2001, the Company incurred
professional fees to its independent public accountants in the amount of $55,000
related to auditing services.                                                   

Financial Information Systems Design and Implementation Fees                    

           For the fiscal year ended December 31, 2001, there were no fees
billed by the Company's independent public accountants for professional services
rendered for information technology services relating to financial information  
systems design and implementation.                                              

All Other Fees                                                                  

            For the fiscal year ended December 31, 2001, the Company did not
incur any professional fees from its independent public accountants related to  
all other services.                                                             

Compliance with Section 16(a) of the Securities Exchange Act of 1934            

             Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than ten   
percent (10%) of a registered class of the Company's equity securities, to file 
with the Securities and Exchange Commission ("SEC") initial reports of ownership
and reports of changes in ownership of common stock and other equity securities 
of the Company. Officers, directors and greater than ten percent shareholders   
are required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. To the Company's knowledge, based solely on its review of
the copies of such reports furnished to the Company during the fiscal year ended
December 31, 2001, all Section 16(a) filing requirements applicable to its      
officers, directors and greater than ten percent beneficial owners were         
satisfied.                                                                      

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS                                

Summary Compensation Table                                                      

        The following table sets forth for each of the last three fiscal years
ended December 31, 2001, December 31, 2000 and December 31, 1999 the            
remuneration paid by the Company to its Chief Executive Officer and all other   
executive officers that earned in excess of $100,000 in annual salary and bonus 
during such fiscal years:                                                       

SUMMARY COMPENSATION TABLE

                                                        [Enlarge/Download Table]


                                        ANNUAL COMPENSATION                                       LONG-TERM          
                                                                                                  COMPENSATION AWARDS
                                                                                     RESTRICTED   SECURITIES         
NAME AND PRINCIPAL POSITION                                         OTHER ANNUAL     STOCK        UNDERLYING         
                                  YEAR   SALARY($)        BONUS($)  COMPENSATION(1)  AWARD(S)($)  OPTION/SARs(#)     
                                  ----   ---------        --------  ------------- -  -----------  --------------     

                                                                                                                     
Mark D. Woodburn                  2001   $17,000            ---          ---            ---        3,000,000(3)      
President & CFO (2)               2000   $34,000            ---          ---            ---            ---           
                                  1999   $55,750            ---          ---            ---            ---           

Terry LaCore                      2001   $115,000           ---          ---            ---        6,000,000(4)      
CEO of Lexxus International, Inc. 2000   $100,000           ---        16,016           ---            ---           
                                  1999   $80,769            ---          ---            ---            ---           

Robert L. Richards(4)             2001   ---                ---          ---            ---            ---           
Former President & CEO            2000   $68,692            ---          ---            ---            ---           
                                  1999   $96,923            ---          ---            ---            ---           

Joseph P. Grace(5)                1999   $133,333           ---          ---            ---            ---           
Former President                                                                                                     


(1)      Excludes perquisites and other personal benefits that in the aggregate 
        do not exceed 10% of each of such individual's total annual salary and
bonus.                                                        
(2)      Mr. Woodburn became the Company's President in September 2000 and the  
      Company's Secretary in April 1999.  Between April 1999 and September
2000, he served as the Company's Chief Financial Officer.     
(3)      Includes options issued to Benchmark Consulting Group, an affiliate of 
       Mr. Woodburn, exercisable for 3,000,000 shares of common stock.  Such
options were subsequently assigned to the LaCore and Woodburn 
       Partnership in September 2002 with respect to which Mr. Woodburn is a
general partner.  See "Option Agreements" below.              
(4)      Includes (i) options exercisable for 3,000,000 shares assigned by      
        Benchmark Consulting Group to the LaCore and Woodburn Partnership with
   respect to which Mr. LaCore is a general partner and (ii) options
         granted to Mr. LaCore exercisable for 3,000,000 shares of common stock.
See "Option Agreements" below.                                
(5)      Mr. Richards became the Company's President in September 1999 and      
resigned in August 2000.                                      
(6)      Mr. Grace resigned in September 1999.                                  

       During the fiscal year ended December 31, 2001, neither the Company's
Chief Executive Officer nor the other executive officers named in the above     
Summary Compensation Table exercised any options.                               

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    The following table sets forth certain information with respect to
options granted during the last fiscal year to the Company's executive officers 
named in the above Summary Compensation Table.                                  

 Option/SAR Grants In Last Fiscal Year

Number of    Percent of Total           
Securities      Options/SARS              
 Underlying       Granted to     Exercise or
Options/SARS    Employees in      Base Price
 Name              Granted (#)     Fiscal Year%       ($/Sh)     Expiration Date

Mark Woodburn    3,000,000(1)         50%         $.011/share     January 2011

Terry LaCore     6,000,000(2)         100%        $.011/share     January 2011

  (1)   Includes options issued to Benchmark Consulting Group, an affiliate of
      Mr. Woodburn, exercisable for 3,000,000 shares of common stock. Such
options were subsequently assigned to the LaCore and Woodburn 
       Partnership in September 2002 with respect to which Mr. Woodburn is a
general partner. See "Option Agreements" below.               
(2)   Includes (i) options exercisable for 3,000,000 shares assigned by   
        Benchmark Consulting Group to the LaCore and Woodburn Partnership with
   respect to which Mr. LaCore is a general partner and (ii) options
         granted to Mr. LaCore exercisable for 3,000,000 shares of common stock.
See "Option Agreements" below.                                

Consulting Agreement                                                            

      In January 2001, the Company entered into a consulting contract with
Benchmark Consulting Group, an affiliate of Mark Woodburn, the Company's sole   
director, President and Chief Financial Officer, pursuant to which Benchmark    
agreed to advise the Company in connection with the acquisition of, startup of, 
and/or merger with other companies introduced to, the Company by Benchmark, and 
any divesture of , the Company 's assets, subsidiaries, or the sale of , the    
Company itself. The Company issued to Benchmark options to purchase an aggregate
of 3,000,000 shares of Common Stock at an exercise price of $.011 per share. In 
September, 2002 such options were assigned to the LaCore and Woodburn           
Partnership, a general partnership. See "Option Agreements" below.              

Option Agreements                                                               

 On January 18, 2001, the Company granted an option (the "LaCore
Option") to Terry LaCore, the Chief Executive Officer of Lexxus International,  
Inc. and a nominee for a director of the Company. The LaCore Option provided Mr.
LaCore with the right to purchase 3,000,000 shares of the Company's common stock
at an exercise price of $.011 per share for period of ten (10) years. In        
addition, the LaCore Option provided Mr. LaCore with certain non-dilution       
protection. In the event that the Company issued shares of common stock or      
securities exercisable or exchangeable for, or convertible into, shares of      
common stock, the LaCore Option automatically became exercisable for additional 
shares of common stock such that the option holder had the right to purchase a  

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total number of shares of common stock equal to ten (10%) of the number of      
shares of the Company's common stock outstanding on fully diluted basis (the    
"Additional Shares"). The exercise price for the Additional Shares was equal to 
the amount paid by investors for the additional shares issued by the Company. As
of October 14, 2002, the LaCore Option was amended (i) to delete the            
non-dilution provisions and (ii) to fix the exercise price at $.011 (the        
original exercise price). As a result, the LaCore Option, as amended, is        
presently exercisable for 3,000,000 shares of Common Stock at an exercise price 
of $.011 per share.                                                             

       As of October 14, 2002, in exchange for Mr. LaCore's execution of the
amendment to the LaCore Option and as compensation for Mr. LaCore's exemplary   
performance of his duties as CEO of Lexxus International, Inc., the Company     
granted to Mr. LaCore options exercisable for 57,000,000 shares of common stock 
at an exercise price of $.01 per share (the "New LaCore Option"). The New LaCore
Option is exercisable for a period of ten (10) years and contains cashless      
exercise provisions, but does not contain any anti-dilution provisions.         

    On January 18, 2001, the Company granted an option (the "Benchmark
Option") to Benchmark Consulting Group, an affiliate of Mark Woodburn, the      
Company's President, Chief Financial Officer and sole director. The Benchmark   
Option provided Benchmark Consulting Group with the right to purchase 3,000,000 
shares of the Company's common stock at an exercise price of $.011 per share for
period of ten (10) years. In addition, the Benchmark Option provided Benchmark  
Consulting Group with certain non-dilution protection. In the event that the    
Company issued shares of common stock or securities exercisable or exchangeable 
for, or convertible into, shares of common stock, the Benchmark Option          
automatically became exercisable for additional shares of common stock such that
the option holder had the right to purchase a total number of shares of common  
stock equal to ten (10%) of the number of shares of the Company's common stock  
outstanding on fully diluted basis (the "Additional Shares"). The exercise price
for the Additional Shares was equal to the amount paid by investors for the     
shares issued by the Company. As of October 14, 2002, the Benchmark Option was  
amended (i) to delete the non-dilution provisions and (ii) to fix the exercise  
price at $.011 (the original exercise price). As a result, the Benchmark Option,
as amended, is presently exercisable for 3,000,000 shares of Common Stock at an 
exercise price of $.011 per share. In September 2002, the Benchmark Option was  
assigned to the LaCore and Woodburn Partnership, a general partnership owned by 
Messrs. LaCore and Woodburn (the "Partnership").                                

        As of October 14, 2002, in exchange for Partnership's execution of the
amendment to the Benchmark Option and as compensation for Mr. Woodburn's        
exemplary performance of his duties as President and Chief Financial Officer of 
the Company, the Company issued to the Partnership options exercisable for      
57,000,000 shares of common stock at an exercise price of $.01 per share (the   
"Partnership Option"). The Partnership Option is exercisable for a period of ten
(10) years and contains cashless exercise provisions, but does not contain any  
anti-dilution provisions.                                                       

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Security Ownership Of Certain Beneficial Owners And Management

       The following table sets forth information as of the Record Date with
respect to the beneficial ownership of the outstanding shares of the Company's  
Common Stock by (i) each person known by the Company to beneficially own five   
percent or more of the outstanding shares; (ii) the Company's officers and      
directors; and (iii) the Company's officers and directors as a group. A person  
is deemed to be a beneficial owner of any securities of which that person has   
the right to acquire beneficial ownership within sixty (60) days. See           
"Compensation of Directors and Executive Officers."                             

            Amount and
                                         Nature of                    Percentage
 Name and Address                   Beneficial                    (%) of
   of Beneficial Owner(1)             Ownership(2)                  Class(2)

 Mark D. Woodburn(3)                61,295,337(4)                  12.7%

 Terry LaCore(5)                    122,590,674(6)                 22.6%

The Endeavor Capital               41,659,783                     9.9%
Investment Fund SA                                                    
Cumberland House                                                      
27 Cumberland Street                                                  
Nassau, New Providence                                                
the Bahamas                                                           

 Directors and Officers             122,590,674(4)(6)              22.6%
as a Group (2 persons)                                                

(1)  Unless otherwise  indicated,  the address of each beneficial owner is c/o  
  Natural Health Trends Corp., 5605 N. MacArthur Blvd. 11th Floor, Irving,
Texas 75038                                                           
(2)  Beneficial ownership as reported in the table above has been determined in 
  accordance with Item 403 of Regulation S-K of the Securities Act of 1933
     and Rule 13(d)-3 of the Securities Exchange Act, and based upon 421,618,436
shares of Common Stock outstanding.                                   
(3)  Mr. Woodburn serves as the President, Chief Financial Officer, Secretary   
and Director of the Company.                                          
(4)  Includes (i) 1,295,337 shares held by the LaCore and Woodburn Partnership, 
a general partnership owned by Messrs. Woodburn and LaCore and (ii)   
 60,000,000 shares of common stock issuable upon the exercise of options
held by the LaCore and Woodburn Partnership.                          
(5)  Mr. LaCore is the CEO of Lexxus  International,  Inc., a subsidiary of the 
Company, and is a nominee to the Company's Board of Directors.        
(6)  Includes (i) 1,295,337 shares held by LaCore and Woodburn Partnership, a   
   general partnership owned by Messrs. Woodburn and LaCore, (ii) 60,000,000
shares issuable upon the exercise of options held by the LaCore and   
Woodburn Partnership, and (iii) 60,000,000 shares issuable upon the   
exercise of options held by Mr. LaCore.                               

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Certain Transactions                                                            

    As of December 31, 2001, the Company owed approximately $70,000 to
Robert L. Richards, its former president and a former director, in connection   
with liabilities assumed in connection with the acquisition by the Company of   
Kaire International, Inc. in February 1999.                                     

See "Consulting Agreement" and "Option Agreements" for other related party      
transactions.                                                                   

        The Company believes that the transactions between the Company and any
of the officers, directors and/or five percent (5%) shareholders have been on   
terms no less favorable to the Company than could have been obtained from       
independent third parties. Future transactions, if any, between the Company and 
any of its officers, directors, and/or five percent (5%) shareholders will be on
terms no less favorable to the Company than could be obtained from independent  
third parties and will be approved by a majority of the independent,            
disinterested directors. In addition, any forgiveness of indebtedness of        
officers, directors or five percent (5%) shareholders will be approved by a     
majority of disinterested directors who do not have an interest in the          
transactions and who have access, at the Company's expense, to counsel.         

See "Consulting Agreement" and "Option Agreements" for other related party      
transactions.                                                                   

PROPOSAL TWO

 REVERSE STOCK SPLIT

General                                                                         

         The shareholders of the Company are being asked to effect a one-for-one
hundred reverse stock split of the outstanding Common Stock of the Company (the 
"Reverse Stock Split"). The Reverse Stock Split may be considered a modification
or exchange of securities invoking the requirements of Item 12 of Rule 14a-101  
of the Exchange Act. In compliance therewith, the Company has attached hereto   
its Annual Report on Form 10-KSB for the fiscal year ended December 31, 2001    
which is incorporated by reference herein.                                      

        The Board of Directors believes that it would be in the best interests
of both the Company and its shareholders to effect the Reverse Stock Split which
has been adopted by the Board of Directors, subject to approval of the Company's
shareholders. Approval will require the affirmative vote of the holders of a    
majority of the outstanding shares of Common Stock. The Board of Directors      
reserves the right, notwithstanding stockholder approval and without further    
action by the shareholders, not to proceed with the Reverse Stock Split, if, at 
any time prior to filing the amendment with the Secretary of State of the State 
of Florida, the Board of Directors, in its sole discretion, determines that the 
Reverse Stock Split is no longer in the best interests of the Company and its   
shareholders.                                                                   

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         Assuming that Proposal Four is approved by the holders of a majority of
the outstanding shares of Common Stock, the Company is authorized to issue      
500,000,000 shares of Common Stock, $.001 par value, of which 421,618,436 shares
were issued and outstanding at the close of business on the Record Date. The    
Company is authorized to issue 1,500,000 shares of Preferred Stock, $1,000.00   
par value, none of which were issued and outstanding at the close of business on
the Record Date. As proposed and if effected, the Reverse Stock Split would     
reduce the number of issued and outstanding shares of Common Stock to           
approximately 4,216,618, but would not reduce the number of authorized shares.  
The proposed Reverse Stock Split would not affect any stockholder's             
proportionate equity interest in the Company. Neither the par value of the      
Common Stock or Preferred Stock nor any rights presently accruing to holders of 
Common Stock or Preferred Stock would be affected by this transaction.          

     To effect the Reverse Stock Split stockholder approval is sought to
amend Article IV of the Company's Articles of Incorporation relating to the     
authorized capital stock by inserting the following paragraph:                  

              "Each one hundred (100) shares of the Corporation's common
    stock, $.001 par value per share, issued and outstanding as of the
    close of business on the date this Articles of Amendment is filed,
   shall be converted into one (1) share of the Corporation's common
stock, $.001 par value per share, so that each share of the   
       corporation's common stock issued and outstanding is hereby converted
and reclassified. No fractional interests resulting from such 
   conversion shall be issued, but in lieu thereof, shareholders who
        ostensibly would be entitled to receive fractional shares because they
        hold a number of shares not evenly divisible by one hundred (100) will
        be entitled, upon surrender to the Exchange Agent of such certificates
         representing such shares, to receive one (1) additional share of common
stock for any fractional share they may be entitled to."      

       Reasons for the Proposed  Reverse Stock Split.  The Company's  Common
Stock is traded on the OTC Bulletin  Board.  On December__, 2002, the Company's 
Common Stock had a closing price of $________.                                  

       The Board of Directors believes that a relatively low stock price may
affect not only the liquidity of the Common Stock, but also its ability to raise
additional capital through the sale of equity securities. Thus, the Company     
believes that the anticipated increase in trading price is expected to be       
attractive to the financial community, the investing public, and to users of the
Company's products.                                                             

    The Board of Directors is hopeful that a decrease in the number of
shares of Common Stock outstanding, as a consequence of the proposed Reverse    
Stock Split, and the anticipated corresponding increase price per share will    
stimulate interest in the Common Stock and possibly promote greater liquidity   
for the Common Stock with respect to those shares presently outstanding.        
However, the possibility does exist that such liquidity could be adversely      
affected by the reduced number of shares which would be outstanding if the      
proposed Reverse Stock Split is effected.                                       

        Exchange of Stock Certificates. If the Reverse Stock Split is approved
by the Company's shareholders, the Company will instruct its transfer agent to  
act as its exchange agent (the "Exchange Agent") and to act for holders of      
Common Stock in implementing the exchange of their certificates.                

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  Commencing on the effective date of the Reverse Stock Split (the
"Effective Date"), shareholders will be notified and requested to surrender     
their certificates representing shares of Common Stock to the Exchange Agent in 
exchange for certificates representing new common stock ("New Common Stock").   
One share of New Common Stock will be issued in exchange for each one hundred   
(100) presently issued and outstanding shares of Common Stock. Beginning on the 
Effective Date, each certificate representing shares of the Company's Common    
Stock will be deemed for all corporate purposes to evidence ownership of shares 
of New Common Stock.                                                            

       Liquidation of Fractional Shares. No scrip or fractional certificates
will be issued in connection with the Reverse Stock Split. Shareholders who     
ostensibly would be entitled to receive fractional shares because they hold a   
number of shares of Common Stock not evenly divisible by one hundred (100) will 
be entitled, upon surrender to the Exchange Agent, to certificates representing 
such shares, to receive one (1) additional share of Common Stock for any        
fractional share they may be entitled to. Shareholders may now hold "odd lots"  
as a result of the Reverse Stock Split and as such may be subject to increased  
transaction costs on the sale of their Common Stock. Shareholders are encouraged
to surrender their certificates to the Exchange Agent for certificates          
evidencing whole shares of the Common Stock due them for fractional interests.  

     Federal Income Tax Consequences. The Reverse Stock Split should not
result in the recognition of gain or loss (except in the case of additional     
shares received for fractional shares as described below). The holding period of
the shares of New Common Stock will include the shareholders' respective holding
periods for the shares of Common Stock exchanged therefore, provided that the   
shares of Common Stock were held as a capital asset. The adjusted basis of the  
shares of New Common Stock will be the same as the adjusted basis of the Common 
Stock exchanged therefore, reduced by the basis applicable to the receipt of    
additional shares in lieu of fractional shares described below.                 

    A stockholder who receives additional shares in lieu of fractional
shares will be treated as if the Company would issue additional shares to him.  
Such stockholder should generally recognize gain or loss, as the case may be,   
measured by the difference between the number of additional shares received and 
the basis of his old Common Stock applicable to such fractional shares had they 
actually been issued. Such gain or loss shall be a capital gain or loss (if such
stockholder's Common Stock was held as a capital asset), any such capital gain  
or loss shall generally be long-term capital gain or loss to the extent such    
stockholder's holding for his Common Stock exceeds twelve months.               

   No Dissenter's  Rights.  Under Florida law,  shareholders are not
entitled to dissenter's  rights of appraisal with respect to the Reverse Stock  
Split.                                                                          

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Recommendation of the Board of Directors                                        

      The Board of Directors unanimously recommends a vote FOR approval of
the Reverse Stock Split, unless marked to the contrary, proxies received from   
stockholders will be voted in favor of the Reverse Stock Split.                 

PROPOSAL THREE

ADOPTION OF 2002 STOCK OPTION PLAN

         As of November 18, 2002, the Board of Directors of the Company, subject
to stockholder approval, adopted the 2002 Stock Option Plan (the "2002 Plan").  
The purpose of the 2002 Plan is to provide a means whereby directors and        
selected employees, officers, agents, consultants and independent contractors of
the Company or of any parent or subsidiary thereof, each as defined through     
reference to a 50% ownership threshold, may be granted incentive stock options  
and/or nonqualified stock options to purchase shares of Common Stock in order to
attract and retain the services or advice of such directors, employees,         
officers, agents, consultants, and independent contractors and to provide an    
additional incentive for such persons to exert maximum efforts for the success  
of the Company and its affiliates by encouraging stock ownership in the Company.
A copy of the 2002 Plan is attached as Annex A to this Proxy Statement and the  
description of the 2002 Plan set forth below is qualified in its entirety by    
reference to the full text of the 2002 Plan. In addition, the Company makes no  
guarantee as to the tax consequences described below with respect to the grant  
or exercise of an option, or sale of the stock covered by an option.            

Description of the 2002 Plan                                                    

    The maximum number of shares of Common Stock with respect to which
awards may be presently granted pursuant to the 2002 Plan is one million        
(1,000,000) shares. Shares issuable under the 2002 Plan may be either treasury  
shares or authorized but unissued shares. The number of shares available for    
issuance will be subject to adjustment to prevent dilution in the event of stock
splits, stock dividends or other changes in the capitalization of the Company.  

         Subject to compliance with Rule 16b-3 of the Securities Exchange Act of
1934 (the "Exchange Act"), the 2002 Plan shall be administered by the Board of  
Directors of the Company (the "Board") or, in the event the Board shall appoint 
and/or authorize a committee, such as the Compensation Committee, of two or more
members of the Board to administer the 2002 Plan, by such committee (the "Plan  
Administrator"). Except for the terms and conditions explicitly set forth in the
2002 Plan, and subject to applicable provisions of the Internal Revenue Code of 
1986, as amended (the "Code") the Plan Administrator shall have the authority,  
in its discretion, to determine all matters relating to the options to be       
granted under the Plan, including, without limitation, selection of whether an  
option will be an incentive stock option or a nonqualified stock option,        
selection of the individuals to be granted options, the number of shares to be  
subject to each option, the exercise price per share, the timing of grants and  
all other terms and conditions of the options.                                  

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      Options granted under the 2002 Plan may be "incentive stock options"
("Incentive Options") within the meaning of Section 422 of the Code or stock    
options which are not incentive stock options ("Non-Incentive Options" and,     
collectively with Incentive Options, hereinafter referred to as "Options"). Each
Option may be exercised in whole or in part; provided, that only whole shares   
may be issued pursuant to the exercise of any Option. Subject to any other terms
and conditions herein, the Plan Administrator may provide that an Option may not
be exercised in whole or in part for a stated period or periods of time during  
which such Option is outstanding; provided, that the Plan Administrator may     
rescind, modify, or waive any such limitation (including by the acceleration of 
the vesting schedule upon a change in control of the Company) at any time and   
from time to time after the grant date thereof. During an optionee's lifetime,  
any Incentive Options granted under the Plan are personal to such optionee and  
are exercisable solely by such optionee.                                        

        The Plan Administrator can determine at the time the Option is granted
in the case of Incentive Options, or at any time before exercise in the case of 
Non-Incentive Options, that additional forms of payment will be permitted. To   
the extent permitted by the Plan Administrator and applicable laws and          
regulations (including, without limitation, federal tax and securities laws and 
regulations and state corporate law), an Option may be exercised by:            

                 (a) delivery of shares of Common Stock of the Company held by
an optionee having a fair market value equal to the exercise price, such fair   
market value to be determined in good faith by the Plan Administrator;          

           (b) delivery of a properly executed notice of exercise,
together with irrevocable instructions to a broker, all in accordance with the  
regulations of the Federal Reserve Board, to promptly deliver to the Company the
amount of sale or loan proceeds to pay the exercise price and any federal,      
state, or local withholding tax obligations that may arise in connection with   
the exercise; or                                                                

           (c) delivery of a properly executed notice of exercise,
together with instructions to the Company to withhold from the shares of Common 
Stock that would otherwise be issued upon exercise that number of shares of     
Common Stock having a fair market value equal to the Option exercise price.     

       To the extent permitted by applicable law, the Plan Administrator may
also permit any participant to pay the option exercise price upon exercise of an
Option by delivering a full-recourse, interest bearing promissory note payable  
in one or more installments and secured by the purchased shares. The terms of   
any such promissory note (including the interest rate and the terms of          
repayment) shall be established by the Plan Administrator in its sole           
discretion. In no event may the maximum credit available to the participant     
exceed the sum of (i) the aggregate option exercise price (less the par value of
those shares) plus (ii) any federal, state and local income and employment tax  
liability incurred by the participant in connection with the option exercise.   

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         Upon a merger or consolidation in which securities possessing more than
25% of the total combined voting power of the Company's outstanding securities  
are transferred to a person different from the person holding those securities  
immediately prior to such transaction, the sale, transfer or other disposition  
of all or substantially all of the Company's assets in complete liquidation or  
dissolution of the Company the sale, transfer or other disposition of all or    
substantially all of the Company's assets to an unrelated entity, or a change in
the identity of more than three (3) directors over a two-year period each, a    
("Corporate Transaction"), any award carrying a right to exercise that was not  
previously exercisable shall become fully exercisable, the restrictions,        
deferral limitations and forfeiture conditions applicable to any other award    
granted shall lapse and any performance conditions imposed with respect to      
awards shall be deemed to be fully achieved. Notwithstanding the foregoing, any 
Option granted to an employee shall not become fully vested until such time as  
the employee experiences an involuntary termination of employment (other than on
account of misconduct).                                                         

       Incentive Options granted under the 2002 Plan may not be transferred,
pledged, mortgaged, hypothecated or otherwise encumbered other than by will or  
under the laws of descent and distribution, except that the Plan Administrator  
may permit transfers of awards for estate planning purposes if, and to the      
extent, such transfers do not cause a participant who is then subject to Section
16 of the Exchange Act to lose the benefit of the exemption under Rule 16b-3 for
such transactions.                                                              

 Additional rules apply under the Code to the grant of Incentive
Options. For instance an Incentive Option must be exercised within 10 years     
after the date of grant, unless granted to an individual owning more than 10% of
the Company's stock, in which case the exercise period may not exceed five (5)  
years. Similarly, an Incentive Option must be granted at an exercise price that 
equals or exceeds 100% of the fair market value of the underlying stock at the  
time of grant, a threshold that is increased to 110% of such fair market value  
in the case of a grant to an individual owning more than 10% of the Company's   
stock.                                                                          

For federal income tax purposes, the grant to an optionee of a
Non-Incentive Option generally will not constitute a taxable event to the       
optionee or to the Company. Upon exercise of a Non-Incentive Option (or, in     
certain cases, a later tax recognition date), the optionee will recognize       
compensation income taxable as ordinary income, measured by the excess of the   
fair market value of the Common Stock purchased on the exercise date (or later  
tax recognition date) over the amount paid by the optionee for such Common      
Stock, and will be subject to federal income tax withholding. Upon recognition  
of income by the optionee, the Company may claim a deduction for the amount of  
such compensation. The optionee will have a tax basis in the Common Stock       
purchased equal to the amount paid plus the amount of ordinary income recognized
upon exercise of the Non-Incentive Option. Upon the subsequent sale of the      
Common Stock received upon exercise of the Non-Incentive Option, an optionee    
will recognize capital gain or loss equal to the difference between the amount  
realized on such sale and his tax basis in the Common Stock, which may be       
long-term capital gain or loss if the optionee holds the Common Stock for more  
than one year from the exercise date.                                           

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        For federal income tax purposes, in general, neither the grant nor the
exercise of an Incentive Option will constitute a taxable event to the optionee 
or to the Company, assuming the Incentive Option qualifies as an "incentive     
stock option" under Code ss.422. If an optionee does not dispose of the Common  
Stock acquired upon exercise of an Incentive Option during the statutory holding
period, any gain or loss upon subsequent sale of the Common Stock will be       
long-term capital gain or loss, assuming the shares represent a capital asset in
the optionee's hands. The statutory holding period is the later of two years    
from the date the Incentive Option is granted or one year from the date the     
Common Stock is transferred to the optionee pursuant to the exercise of the     
Incentive Option. If the statutory holding period requirements are satisfied,   
the Company may not claim any federal income tax deduction upon either the      
exercise of the Incentive Option or the subsequent sale of the Common Stock     
received upon exercise thereof. If the statutory holding period requirement is  
not satisfied, the optionee will recognize compensation income taxable as       
ordinary income on the date the Common Stock is sold (or later tax recognition  
date) in an amount equal to the lesser of (i) the fair market value of the      
Common Stock on that date less the amount paid by the optionee for such Common  
Stock, or (ii) the amount realized on the disposition of the Common Stock less  
the amount paid by the optionee for such Common Stock; the Company may then     
claim a deduction for the amount of such compensation income.                   

      The federal income tax consequences summarized hereinabove are based
upon current law and are subject to change.                                     

        The Board may amend, alter, suspend, discontinue or terminate the 2002
Plan at any time, except that any such action shall be subject to stockholder   
approval at the annual meeting next following such Board action if such         
stockholder approval is required by federal or state law or regulation or the   
rules of any exchange or automated quotation system on which the Common Stock   
may then be listed or quoted, or if the Board of Directors otherwise determines 
to submit such action for stockholder approval. In addition, no amendment,      
alteration, suspension, discontinuation or termination to the 2002 Plan may     
materially impair the rights of any participant with respect to any vested      
Option granted before amendment without such participant's consent. Unless      
terminated earlier by the Board, the 2002 Plan shall terminate upon the earliest
to occur of (i) November 17, 2012, (ii) 10 years after the date or which the    
Board approves the 2002 Plan or (iii) the date on which all shares of Common    
Stock available for issuance under the 2002 Plan shall have been issued as      
vested shares. Upon such 2002 Plan termination, all Options and unvested stock  
issuances outstanding under the 2002 Plan shall continue to have full force and 
effect in accordance with the provisions of the agreements.                     

New Plan Benefits                                                               

        It is presently not determinable as to whether any benefits or amounts
will be received by or allocated to the Company's executive officers, directors 
or employees. Further, had the 2002 Stock Plan been in effect during the last   
completed fiscal year, none of the Company's executive officers, directors or   
employees would have received benefits or amounts under the 2002 Stock Plan.    

For the fiscal year ended December 31, 2001, no equity securities were          
authorized for issuance by the Company under any compensation plans.            

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Recommendation of the Board of Directors                                        

      The Board of Directors unanimously recommends a vote FOR approval of
the adoption of the 2002 Plan. Unless marked to the contrary, proxies received  
from shareholders will be voted in favor of the 2002 Plan.                      

 PROPOSAL FOUR

 RATIFICATION OF THE APPOINTMENT OF THE FIRM OF SHERB & CO., LLP
INDEPENDENT PUBLIC ACCOUNTANTS FOR THE COMPANY

         The Board of Directors concluded that the continued engagement of Sherb
& Co., LLP as the Company's independent public accountants for the 2002 fiscal  
year was in the best interests of the Company. The affirmative vote of the      
holders of a majority of the total votes cast on this proposal is needed to     
ratify the appointment of the firm of Sherb & Co., LLP as independent public    
accountants for the Company. The Company has been advised that a representative 
of Sherb & Co., LLP will be present at the meeting.                             

Recommendation of the Board of Directors                                        

The Board of Directors unanimously recommends a vote FOR the ratification of the
appointment of Sherb & Co., LLP as independent public accountants for the       
Company. Unless marked to the contrary, proxies received from shareholders will 
be voted in favor of the ratification of the appointment of Sherb & Co., LLP as 
independent public accountants for the Company for fiscal year ended December   
31, 2002.                                                                       

 PROPOSAL FIVE

RATIFICATION OF PRIOR AMENDMENT TO CHARTER

                 For capital raising purposes, future acquisitions and general
corporate record keeping, the corporate officers have reviewed the capital      
structure of the Company to determine whether the necessary lawful actions were 
taken to effect an amendment to the Company's authorized capital. The Board of  
Directors determined, upon the advice of the Company's outside legal advisors,  
to submit the amendment to the Company's authorized capital for ratification by 
the Company's shareholders. It is not presently anticipated that the Company    
will issue any securities in the near future as a result of the ratification of 
historic changes to the Company's authorized capital.                           

            A review of the corporate records of the Company and the
Company's files maintained by the Secretary of State of Florida and the         
Company's transfer agent revealed that on January 17, 2001 an amendment was     
filed to the Company's Articles of Incorporation increasing the number of       
authorized shares of Common Stock from 50,000,000 to 500,000,000 shares which   
has been approved and ratified by the Board of Directors. The Company recommends
that the shareholders hereby approve and ratify such amendment.                 

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The Board of Directors unanimously recommends a vote FOR the  
Ratification of the Prior Amendment to the Company's Articles of Incorporation. 

STOCKHOLDER PROPOSALS AND SUBMISSIONS                                           
FOR THE COMPANY'S 2003 ANNUAL MEETING                                           

If any stockholder wishes to present a proposal for inclusion in the proxy      
materials to be solicited by the Company's Board of Directors with respect to   
the 2003 Annual Meeting of shareholders, that proposal must be presented to the 
Company's secretary prior to February 1, 2003.                                  

Upon the written or oral request by any shareholder, the Company undertakes to  
deliver, without change to the requesting shareholder, a copy of the Company's  
Quarterly Reports on Form 10-QSB incorporated by reference in this Proxy        
Statement. Requests should be directed to the Company at 5605 N. MacArthur      
Boulevard, 11th Floor, Irving, Texas 75038, and the telephone number is         
972-819-2035.                                                                   

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE SIGN AND  
RETURN THE ENCLOSED PROXY PROMPTLY. YOUR VOTE IS IMPORTANT. IF YOU ARE A        
STOCKHOLDER OF RECORD AND ATTEND THE ANNUAL MEETING AND WISH TO VOTE IN PERSON, 
YOU MAY WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO THE VOTE.                      

                                                 NATURAL HEALTH TRENDS CORP.

December ___, 2002                                 By:                          
                                                   -----------------------------
                                            Mark D. Woodburn
                                               President and Chief
                                             Financial Officer

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                                                                 ANNEX A

 2002 STOCK PLAN

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 NATURAL HEALTH TRENDS CORP.

2002 STOCK OPTION PLAN

 ARTICLE ONE

GENERAL PROVISIONS

I.          Purpose of the Plan                                     

               The Natural Health Trends Corp. 2002 Stock Option Plan (the
"Plan") is intended to assist Natural Health Trends Corp., a Florida corporation
(the "Company"), and its Related Entities (as defined in the Appendix) in       
recruiting and retaining employees, directors, officers, agents, consultants,   
independent contractors and advisors (collectively, "Participants"), and in     
compensating Participants by enabling them to participate in the future success 
of the Company and the Related Entities and to associate their interests with   
those of the Company, its Related Entities and its shareholders.                

               Capitalized terms used and not otherwise defined shall have
the meanings assigned to such terms in the attached Appendix.                   

II.         Structure of the Plan                                   

                 Pursuant to the Plan, eligible persons may, at the discretion
of the Administrator, be granted options ("Stock Options") to purchase shares of
the Company's common stock, no par value (the "Common Stock"). The Stock Options
granted under the Plan are intended to be either incentive stock options        
("Incentive Stock Options") within the meaning of Section 422(b) of the Code or 
options that do not meet the requirements of Incentive Stock Options            
("Non-Statutory Stock Options").                                                

III.        Administration of the Plan                              

               A. The Plan shall be administered by the Administrator. The
Administrator shall have authority to grant Stock Options upon such terms (not  
inconsistent with the provisions of the Plan) as the Administrator may consider 
appropriate. The Administrator may decide, in its sole discretion, to exempt any
grant of Stock Options to a Participant who is a "covered employee" within the  
meaning of Section 162(m)(3) of the Code from any applicable limitations of     
Section 162(m) of the Code by requiring decisions as to the grant of such Stock 
Options to be made by a committee of the Board comprised of two or more "outside
directors" within the meaning of Treasury Regulation Section 1.162-27(e)(3). The
foregoing terms may include conditions (in addition to those contained in this  
Plan) on the exercisability, transferability or forfeitability of all or any    

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part of a Stock Option, including, by way of example and not limitation,        
requirements that the Participant complete a specified period of employment with
or service to the Company or a Related Entity, that the Company achieve a       
specified level of financial performance or that the Company achieve a specified
level of financial return. Notwithstanding any such conditions, the             
Administrator may, in its sole discretion, accelerate the time at which a Stock 
Option may be exercised, transferred or become nonforfeitable. The Administrator
shall have the absolute discretion to determine whether specific grants shall be
of Incentive Stock Options or Non-Statutory Stock Options. In addition, the     
Administrator shall have complete authority to interpret all provisions of the  
Plan, to prescribe the form of the documents evidencing the grant of Stock      
Options under the Plan ("Agreements"), to adopt, amend, and rescind rules and   
regulations pertaining to the administration of the Plan and to make all other  
determinations necessary or advisable for the administration of this Plan. The  
express grant in the Plan of any specific power to the Administrator shall not  
be construed as limiting any power or authority of the Administrator. Any       
decision made, or action taken, by the Administrator or in connection with the  
administration of the Plan shall be final and conclusive. Neither the           
Administrator nor any member of the Board shall be liable for any act done in   
good faith with respect to the Plan, any Agreements or Stock Options. All       
expenses of administering this Plan shall be borne by the Company.              

               B. The Board, in its discretion, may appoint a committee of
the Board and delegate to such committee all or part of the Board's authority   
and duties with respect to the Plan. The Board may revoke or amend the terms of 
a delegation at any time but such action shall not invalidate any prior actions 
of the Board's delegate or delegates that were consistent with the terms of the 
Plan.                                                                           

IV.   Eligibility                                                           

        A.       The persons eligible to participate in the Plan are as follows:

          (i)    Employees, directors and officers of the Company or any Related
Entity;                                       

        (ii)   non-employee  members of the Board or non-employee members of
   the board of directors of any Related Entity; and

        (iii) consultants, agents and other independent advisors who provide
 services to the Company or to any Related Entity.

V.   Stock Subject to the Plan                                            

     A.       Shares  Issued.  Upon the  exercise of a Stock  Option,  the
Company  may issue to the  Participant  (or the Participant's  broker if the    
Participant  so  directs),  shares of Common  Stock from its  authorized  but   
unissued  Common  Stock or reacquired Common Stock.                             

       B.       Aggregate  Limit.  The maximum  aggregate  number of shares of
Common Stock that may be issued under the Plan shall not exceed one hundred     
million (100,000,000) shares (on a pre-reverse stock split basis).              

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    C.       Reallocation of Shares. If a Stock Option is terminated, in
whole or in part, for any reason other than its exercise, the number of shares  
of Common Stock allocated to the Stock Option or portion thereof may be         
reallocated to other Stock Options to be granted under the Plan and shall be    
counted against the maximum number of shares set forth in the last sentence of B
above. Unvested shares issued under the Plan and subsequently repurchased by the
Company, at the option exercise or direct issue price paid per share, pursuant  
to the Company's repurchase rights under the Plan, shall be added back to the   
number of shares of Common Stock reserved for issuance under the Plan and shall 
accordingly be available for reissuance through one or more subsequent Stock    
Options under the Plan.                                                         

    D.       Stock Split; Recapitalization. Should any change be made to
the Common Stock by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the         
outstanding Common Stock as a class, without the Company's receipt of           
consideration, appropriate adjustments shall be made to (i) the maximum number  
of shares of Common Stock issuable under the Plan and (ii) the number of shares 
of Common Stock and the exercise price per share in effect under each           
outstanding Stock Option, in order to prevent the dilution or enlargement of    
benefits thereunder. The adjustments determined by the Administrator shall be   
final, binding and conclusive. In no event shall any such adjustments be made in
connection with the conversion of one or more shares of the Company's preferred 
stock which are outstanding on the date of issuance of any Stock Option into    
shares of Common Stock.                                                         

 ARTICLE TWO

 STOCK OPTION GRANTS

I.          Stock Option Terms                                      

         Each Stock Option shall be evidenced by an Agreement,
consisting of one or more documents in the form approved by the Administrator;  
provided, however, that each such document shall comply with the terms specified
below. Each Agreement evidencing an Incentive Stock Option, shall, in addition, 
be subject to the provisions of the Plan applicable to Incentive Stock Options. 

A.       Exercise Price.                    

              1. The exercise price per share for Common Stock purchased
upon the exercise of a Non-Statutory Stock Option shall be determined by the    
Administrator on the date of grant.                                             

                  2. The exercise price per share of Common Stock purchased upon
the exercise of an Incentive Stock Option shall be such amount as the           
Administrator shall, in its best judgment, determine to be not less than the    
Fair Market Value on the date the Incentive Stock Option is granted; provided,  
however, that in the case of an Incentive Stock Option granted to a Participant 
who, at the time such Incentive Stock Option is granted, is a 10% Stockholder,  
the exercise price per share of Common Stock purchased upon the exercise of such
Incentive Stock Option shall be such amount as the Administrator shall, in its  
best judgment, determine to be not less than one hundred and ten percent (110%) 
of the Fair Market Value on the date such Incentive Stock Option is granted.    

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               3. Unless otherwise provided by the Agreement, the exercise
price shall become immediately due upon exercise of a Stock Option and shall,   
subject to the provisions of Section I of Article Three and the Agreement, be   
payable in cash or check made payable to the Company.                           

                4. Should the Common Stock be registered under Section 12 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") at the time
a Stock Option is exercised, then the exercise price may also be paid as        
follows:                                                                        

                          (i) in shares of Common Stock held for the lesser of
        (A) six months or (B) the requisite period necessary to avoid a charge
       to the Company's earnings for financial reporting purposes and valued
at Fair Market Value on the exercise date, or                 

                           (ii) to the extent the option is exercised for vested
     shares, through a special sale and remittance procedure pursuant to
which the Participant shall concurrently provide irrevocable  
       instructions (A) to a Company-designated brokerage firm to effect the
         immediate sale of the purchased shares and remit to the Company, out of
         the sale proceeds available on the settlement date, sufficient funds to
     cover the aggregate exercise price payable for the purchased shares
    plus all applicable Federal, state and local income and employment
         taxes required to be withheld by the Company by reason of such exercise
      and (B) to the Company to deliver the certificates for the purchased
       shares directly to such brokerage firm in order to complete the sale.

            Notwithstanding the foregoing, payment of the applicable
exercise pursuant to this Section I.A.4 is subject to the approval of the       
Administrator (which approval may be delayed, conditioned or withheld in its    
sole and absolute discretion) and compliance with applicable law. In addition,  
an officer or director of the Company or any Related Entity may pay the exercise
price of a Stock Option in shares of Common Stock only if the stockholder       
approval or "non-employee director" approval requirements described in Article  
III, Section VIII are satisfied. Moreover, no "cashless exercise" under this    
Plan shall be permitted by the Administrator if such cashless exercise would    
contravene any provision of applicable law.                                     

              Except to the extent such sale and remittance procedure is
utilized, payment of the exercise price for the purchased shares must be made on
the exercise date.                                                              

B.       Effect of Termination of Service.  

                 1.       The following  provisions  shall govern the exercise
of any Stock Options held by a Participant  at the time of cessation of Service 
or death:                                                                       

                           (i) Should the Participant cease to remain in Service
     for any reason other than death, Disability or Misconduct, then the
        Participant shall have a period of three (3) months following the date
        of such cessation of Service during which to exercise each outstanding
Stock Option held by such Participant.                        

                           (ii) Should Participant's Service terminate by reason
        of Disability, then the Participant shall have a period of twelve (12)
        months following the date of such cessation of Service during which to
  exercise each outstanding Stock Option held by such Participant.

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                   (iii)If the Participant dies while holding an
      outstanding Stock Option, then the personal representative of his or
 her estate or the person or persons to whom the Stock Option is
       transferred pursuant to the Participant's will or the laws of descent
         and distribution shall have a period of twelve (12) month following the
date of the Participant's death during which to exercise each 
outstanding Stock Option previously held by such Participant. 

                          (iv) Under no circumstances, however, shall any such
   Stock Option be exercisable after the specified expiration of the
option term.                                                  

                     (v) During the applicable post-Service exercise
         period, the Stock Option may not be exercised in the aggregate for more
than the number of vested shares for which the Stock Option is
         exercisable on the date of the Participant's cessation of Service. Upon
      the expiration of the applicable post-Service exercise period or (if
         earlier) upon the expiration of the option term, the Stock Option shall
       terminate and cease to be outstanding for any vested shares for which
    the Stock Option has not been exercised. However, the Stock Option
 shall, immediately upon the Participant's cessation of Service,
   terminate and cease to be outstanding with respect to any and all
       option shares for which the Stock Option is not otherwise at the time
       exercisable or in which the Participant is not otherwise at that time
vested.                                                       

                         (vi) Should Participant's Service be terminated for
        Misconduct, then all outstanding Stock Options held by the Participant
shall terminate immediately and cease to remain outstanding.  

                        (vii) Notwithstanding (i), (ii) or (iii) above, in
     the case of the grant of a Non-Statutory Stock Option, the exercise
    period shall extend for such period of time following cessation of
         Service or death as the Administrator shall set forth in the applicable
Agreement.                                                    

               2. The Administrator shall have the discretion, exercisable
either at the time a Stock Option is granted or at any time while the Stock     
Option remains outstanding, to:                                                 

                       (i) extend the period of time for which the Stock
         Option is to remain exercisable, following a Participant's cessation of
        Service or death, from the limited period otherwise in effect for that
        Stock Option to such greater period of time as the Administrator shall
       deem appropriate, but in no event beyond the expiration of the option
term; and/or                                                  

                          (ii) permit the Stock Option to be exercised, during
       the applicable post-Service exercise period, not only with respect to
         the number of vested shares of Common Stock for which such Stock Option
      is exercisable at the time of the Participant's cessation of Service
       but also with respect to one or more additional installments in which
  the Participant would have vested under the Stock Option had the
Participant continued in Service.                             

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C.       Stockholder  Rights.  The holder of a Stock Option shall have no       
stockholder  rights with respect to the shares subject to the Stock Option until
such person shall have  exercised  the Stock  Option,  paid the exercise  price 
and become the record  holder of the purchased shares.                          

D.       Unvested Shares. The Administrator shall have the discretion to grant  
Stock Options which are exercisable for unvested shares of Common Stock. Should 
the Participant cease Service while holding such unvested shares, the Company   
shall have the right to repurchase, at the exercise price paid per share, any or
all of those unvested shares. The terms upon which such repurchase right shall  
be exercisable (including the period and procedures for exercise and the        
appropriate vesting schedule for the purchased shares) shall be established by  
the Administrator and set forth in the document evidencing such repurchase      
right; provided, however, that no such repurchase right shall be exercised by   
the Company earlier than six (6) months following the later of (i) the date on  
which the Stock Option is granted or (ii) the date of which the Stock Option is 
exercised.                                                                      

E.       Limited  Transferability  of Stock  Options.  During the  lifetime of  
the  Participant,  an  Incentive  Stock  Option shall be exercisable  only by   
the  Participant  and shall not be  assignable  or  transferable  other than by 
will or by the laws of descent and distribution following the Participant's     
death.                                                                          

II.      Incentive Stock Options                              

                  The terms specified below shall be applicable to all Incentive
Stock Options. Except as modified by the provisions of this Section II, all the 
provisions of Articles One, Two and Three shall be applicable to Incentive Stock
Options. Stock Options which are specifically designated as Non-Statutory Stock 
Options shall not be subject to the terms of this Section II.                   

              A.       Eligibility.  Incentive Stock Options may only be
granted to Employees.                                                           

               B.       Exercise Price. The exercise price per share shall
not be less than one hundred percent (100%) of the Fair Market Value per share  
of Common Stock on the option grant date, provided, however, that in the case of
an Incentive Stock Option granted to a 10% Stockholder, the exercise price per  
share of Common Stock purchased upon the exercise of such Incentive Stock Option
shall be such amount as the Administrator shall, in its best judgment, determine
to be not less than one-hundred and ten percent (110%) of the Fair Market Value 
on the date such Incentive Stock Option is granted.                             

                  C.       Dollar Limitation. The aggregate Fair Market Value of
the shares of Common Stock (determined as of the respective date or dates of    
grant) for which one or more Stock Options granted to any Employee under the    
Plan (or any other option plan of the Company or any Related Entity) may for the
first time become exercisable as Incentive Stock Options during any one (1)     
calendar year shall not exceed the sum of One Hundred Thousand Dollars          

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($100,000). To the extent the Employee holds two (2) or more such Incentive     
Stock Options which become exercisable for the first time in the same calendar  
year, the foregoing limitation on the exercisability of such options as         
Incentive Stock Options shall be applied on the basis of the order in which such
Incentive Stock Options are granted.                                            

                D.       Term of Incentive Stock Options. The maximum period
in which an Incentive Stock Option shall be exercisable shall be ten (10) years 
from the date of grant, provided, however, that if any Employee to whom an      
Incentive Stock Option is granted is a 10% Stockholder, then the option term    
shall not exceed five (5) years measured from the option grant date.            

                 E.       Holding Period.  Except as permitted under the Code,
Participant shall not have the right to sell,  pledge, hypothecate or otherwise 
transfer any share of Common Stock acquired  pursuant to the exercise of any    
Incentive  Stock Option prior to the later of (i) two (2) years from the date of
the grant of the  Incentive  Stock  Option or (ii) one (1) year after the       
transfer  to him of such share of Common Stock.                                 

III.     Corporate Transaction                                

                A.       The shares subject to each Stock Option outstanding
under the Plan at the time of a Corporate Transaction shall automatically vest  
in full so that each such Stock Option shall, immediately prior to the effective
date of the Corporate Transaction, become fully exercisable for all of the      
shares of Common Stock at the time subject to that Stock Option and may be      
exercised for any or all of those shares as fully vested shares of Common Stock;
provided, however, that shares of Common Stock subject to an outstanding Stock  
Option granted to an Employee shall not automatically vest pursuant to this     
Section III, A until such time as the Employee experiences an Involuntary       
Termination following such Corporate Transaction.                               

                  B.       The portion of any Incentive Stock Option accelerated
in connection with a Corporate Transaction shall remain exercisable as an       
Incentive Stock Option only to the extent the applicable $100,000 limitation set
forth in Section II, C above is not exceeded. To the extent such dollar         
limitation is exceeded, the accelerated portion of such Incentive Stock Option  
shall be exercisable as a Non-Statutory Option under the Code.                  

                  C.       The grant of Stock Options under the Plan shall in no
way affect the right of the Company to adjust, reclassify, reorganize or        
otherwise change its capital or business structure or to merge, consolidate,    
dissolve, liquidate or sell or transfer all or any part of its business or      
assets.                                                                         

IV.      Cancellation and Regrant of Stock Options            

                The Administrator shall have the authority to effect, at any
time and from time to time, with the consent of the affected Participants, the  
cancellation of any or all outstanding Stock Options under the Plan and to grant
in substitution therefor new Stock Options covering the same or different number
of shares of Common Stock, but with an exercise price per share based on the    
Fair Market Value per share of Common Stock on the new option grant date. No    
such replacement Stock Option shall be granted with a lower exercise price than 
the Stock Option for which it is substituted either six (6) months before or six
(6) months after the cancellation.                                              

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 ARTICLE THREE

 MISCELLANEOUS

I.       Financing                                                              

                To the extent permitted by applicable law, the Administrator
may permit any Participant to pay the option exercise price upon exercise of a  
Stock Option by delivering a full-recourse, interest bearing promissory note    
payable in one or more installments and secured by the purchased shares. The    
terms of any such promissory note (including the interest rate and the terms of 
repayment) shall be established by the Administrator in its sole discretion. In 
no event may the maximum credit available to the Participant exceed the sum of  
(i) the aggregate option exercise price (less the par value of those shares)    
plus (ii) any Federal, state and local income and employment tax liability      
incurred by the Participant in connection with the option exercise.             

II.      Effective Date and Term of Plan                      

                 A. The Plan shall become effective on the date on which it is
adopted by the Board (the "Effective Date"), provided, however, that if the Plan
is not approved by a vote of the shareholders of the Company within twelve (12) 
months after the Effective Date, the Plan and any benefits granted under the    
Plan shall terminate.                                                           

                 B. The Plan shall terminate upon the earliest to occur of (i)
November 17, 2012, (ii) ten (10) years from the Effective Date or (iii) the date
on which all shares of Common Stock available for issuance under the Plan shall 
have been issued as vested shares. In addition the Board, in its sole           
discretion, may terminate the Plan at any time and for any reason it deems      
appropriate. Upon Plan termination, all Stock Options and vested stock issuances
outstanding under the Plan shall continue to have full force and effect in      
accordance with the provisions of the Agreements.                               

III.     Amendment of the Plan                                

            A. The Board shall have complete and exclusive power and
authority to amend or modify the Plan in any or all respects. However, no such  
amendment or modification shall adversely affect the rights and obligations with
respect to Stock Options or vested stock issuances at the time outstanding under
the Plan unless the Participant consents to such amendment or modification. In  
addition, certain amendments may require the approval of the Company's          
shareholders pursuant to applicable laws and regulations.                       

               B. Stock Options may be granted under the Plan which are in
excess of the number of shares of Common Stock then available for issuance under
the Plan, provided any excess shares actually issued shall be held in escrow    
until there is obtained the approval of the Company's shareholders of an        
amendment sufficiently increasing the number of shares of Common Stock available
for issuance under the Plan. If such stockholder approval is not obtained within

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twelve (12) months after the date the first such excess grants are made, then   
(i) any unexercised Stock Options granted on the basis of such excess shares    
shall terminate and cease to be outstanding and (ii) the Company shall promptly 
refund to the Participants the exercise or purchase price paid for any excess   
shares issued under the Plan and held in escrow, together with interest (at the 
applicable Short Term Federal Rate under Section 1274(d) of the Code) for the   
period the shares of Common Stock were held in escrow, and such shares shall    
thereupon be automatically cancelled and cease to be outstanding.               

IV.      Use of Proceeds                                      

              Any cash proceeds received by the Company from the sale of
shares of Common Stock under the Plan shall be used for general corporate       
purposes.                                                                       

V.       Withholding                                          

              The Company's obligation to deliver shares of Common Stock
upon the exercise of any Stock Options under the Plan shall be subject to the   
satisfaction of all applicable Federal, state and local income and employment   
tax withholding requirements.                                                   

VI.      Regulatory Approvals                                 

             The implementation of the Plan, the granting of any Stock
Options under the Plan and the issuance of any shares of Common Stock upon the  
exercise of any Stock Option shall be subject to the Company's procurement of   
all approvals and permits as the Company, in its sole discretion determines to  
be required by regulatory authorities having jurisdiction over the Plan and the 
Stock Options granted under it.                                                 

VII.     No Employment or Service Rights                      

                 Nothing in the Plan shall confer upon a Participant any right
to continue in Service for any period of specific duration or interfere with or 
otherwise restrict in any way the rights of the Company or any Related Entity   
employing or retaining a Participant, which rights are hereby expressly         
reserved, to terminate a Participant's Service at any time for any reason, with 
or without cause.                                                               

VIII.    Grants to Officers and Directors                     

                Notwithstanding any provision of this Plan to the contrary a
Stock Option granted to an officer or director of the Company or any Related    
Entity must be (i) approved by the Board or a Committee of the Board comprised  
solely of two or more "non-employee directors" within the meaning of Rule       
16b-3(b)(3) of the Exchange Act or (ii) approved by the Company's shareholders  
or ratified by them, no later than the next Special meeting of the Company's    
shareholders, in accordance with Rule 16b-3(d)(2) of the Exchange Act. The      
foregoing requirement as to Board, non-employee director or stockholder approval
shall not apply if the terms of the applicable Agreement provide that at least  
six (6) months must elapse from the date on which the Stock Option is granted to
the date of disposition of the Stock Option (other than upon exercise or        
conversion) or such Stock Option's underlying shares of Common Stock.           

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IX.      Sarbanes-Oxley Act Compliance                        

                  Notwithstanding any provision of the Plan to the contrary, the
Administrator, in accordance with any applicable rules or regulations           
promulgated by the Securities and Exchange Commission (the "SEC") and/or the    
United States Department of Labor, shall (i) notify in a timely manner any      
Participant qualifying as a beneficial owner of more than 10% of any class of   
equity security of the Company or any Related Entity registered under Section 12
of the Exchange Act or an officer or director of the Company or any Related     
Entity (each, a "reporting person" or "insider") of any transaction occurring   
under the Plan or any Agreement on or after August 29, 2002 that requires       
reporting by the reporting person or insider on SEC Form 4 or 5, as applicable, 
each as revised pursuant to amendments to Exchange Act rules 16a-3, 16a-6 or    
16a-8, as applicable, made by the SEC pursuant to Section 403 of the            
Sarbanes-Oxley Act of 2002, P.L. No. 107-204 (the "Act"); and (ii) otherwise    
comply with all notice, disclosure and reporting requirements applicable to the 
Plan pursuant to such Act.                                                      

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APPENDIX to PLAN

The following definitions shall be in effect under the Plan:  

              A.       Administrator  shall mean either the Board or the
Committee  acting in its capacity as  administrator of the Plan.                

               B.       Board shall mean the Company's Board of Directors.

                  C.       Code shall mean the Internal Revenue Code of 1986, as
amended.                                                                        

                D.       Committee shall mean a committee of two (2) or more
Board members  appointed by the Board to exercise one or more administrative    
functions under the Plan.                                                       

           E.       Corporate  Transaction  shall  mean any of the
following  stockholder-approved  transactions  to which  the Company is a party 
or affecting the composition of the Board, as the case may be:                  

                       (i) a merger or consolidation in which securities
       possessing more than fifty percent (50%) of the total combined voting
    power of the Company's outstanding securities are transferred to a
       person or persons different from the persons holding those securities
immediately prior to such transaction,                        

                           (ii)     the sale,  transfer or other  disposition of
 all or  substantially  all of the Company's  assets in complete
liquidation or dissolution of the Company,                    

                          (iii) the sale, transfer or other disposition of all
  or substantially all of the Company's assets to an entity which,
 immediately prior to such transfer, is not a Related Entity, or

                          (iv)     a change in the identity of more than three
(3) members of the Board over any two-year period.            

    For purposes of this definition, "substantially all" shall mean at
least 90% of the fair market value of the Company's net assets and at least 70% 
of the fair market value of the Company's gross assets, such fair market value  
to be determined by the Administrator in its sole discretion immediately prior  
to the transfer. "Net Assets" shall mean total assets as reported on the        
Company's most recent audited financial statements issued prior to the transfer 
less any short-term liabilities. "Gross Assets" shall mean total assets as      
reported on such financial statements.                                          

       F.       Disability shall mean the inability of the
Participant to engage in any substantial gainful activity by reason of any      
medically determinable physical or mental impairment that can be expected to    
result in death or to be of long-continued and indefinite duration. An          
individual shall not be considered to have experienced Disability unless a      
determination of such is made by the Administrator on the basis of such medical 
evidence as the Administrator deems warranted under the circumstances.          

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            G.       Employee shall mean an individual who is in the
employ of the Company or any Related Entity,  subject to the control and        
direction of the employer entity as to both the work to be performed and the    
manner and method of performance.                                               

               H.       Fair Market Value per share of Common Stock on any
relevant date shall be determined in accordance  with the following provisions: 

                          (i) If the Common Stock is at the time traded on the
        Nasdaq National Market, the SmallCap Market or the OTC Bulletin Board,
         then the Fair Market Value shall be the closing selling price per share
       of Common Stock on the date in question, as such price is reported on
     the Nasdaq National Market, the SmallCap Market or the OTC Bulletin
         Board, as the case may be. If there is no closing selling price for the
        Common Stock on the date in question, then the Fair Market Value shall
        be the closing selling price on the last preceding date for which such
quotation exists.                                             

                           (ii) If the Common Stock is at the time listed on any
         Stock Exchange, then the Fair Market Value shall be the closing selling
      price per share of Common Stock on the date in question on the Stock
       Exchange determined by the Administrator to be the primary market for
       the Common Stock, as such price is officially quoted in the composite
       tape of transactions on such exchange. If there is no closing selling
   price for the Common Stock on the date in question, then the Fair
       Market Value shall be the closing selling price on the last preceding
date for which such quotation exists.                         

                      (iii) If the Common Stock is at the time neither
       listed on any Stock Exchange nor traded on the Nasdaq National Market
    or SmallCap Market or the OTC Bulletin Board, then the Fair Market
         Value shall be determined by the Administrator taking into account such
 factors, as the Administrator shall deem appropriate, which are
       determinative of an arm's length transaction between a willing seller
    and a willing buyer, neither being under an obligation to transact
         business, including but not limited to appropriate price to sales ratio
factors.                                                      

                 I.       Involuntary  Termination  shall mean the termination
of the Service of any individual which occurs by reason of:                     

                         (i)      such  individual's  involuntary  dismissal
        or  discharge  by the Company  for  reasons  other than Misconduct, or

                  (ii) such individual's voluntary resignation
      following (A) a change in his or her position with the Company which
        materially reduces his or her duties and responsibilities or the level
        of management to which he or she reports, or (B) a reduction in his or
       her level of "base salary", as determined by the Administrator in its
  sole discretion, by more than 80 percent (80%) over a continuous
12-month period.                                              

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                J. Misconduct shall having the meaning ascribed to such term
or words of similar import in the Participants written employment or service    
contract with the Company or any Related Entity and, in addition, shall include 
(i) the Participant's breach of any provision of any employment, non-disclosure,
non-competition, non-solicitation or other similar agreement executed by the    
Participant for the benefit of the Company or any Related Entity, as determined 
by the Administrator in its sole discretion; (ii) the Participant's conviction  
of, or plea of nolo contendere to, a felony or crime involving moral turpitude; 
(iii) the Participant's commission any act of fraud, embezzlement or dishonesty 
with respect to the funds or property of the Company or any Related Entity; (iv)
any unauthorized use or disclosure by the Participant of confidential           
information or trade secrets of the Company or any Related Entity; or (v) any   
other intentional misconduct by the Participant adversely affecting the business
or affairs of the Company or any Related Entity in a material manner. The       
foregoing definition shall not be deemed to be inclusive of all the acts or     
omissions which the Administrator may consider as grounds for the dismissal or  
discharge of any Participant on account of "Misconduct".                        

           K.       Related Entity A "parent  corporation"  of the
Company or a "subsidiary  corporation"  of the Company within the meaning of    
Section 424(e) and (f) of the Code respectively.                                

                  L. Service shall mean the provision of services to the Company
or any Related Entity by a person in the capacity of an Employee, a non-employee
member of the Board or the Board of Directors of any Related Entity or a        
consultant or independent advisor, except to the extent otherwise specifically  
provided in the documents evidencing the option grant.                          

                M.       Stock Exchange shall mean either the American Stock
Exchange or the New York Stock Exchange.                                        

              N.       10% Stockholder shall mean the owner of stock (as
determined under Code Section 424(d)) possessing more than ten percent (10%) of 
the total combined voting power of all classes of stock of the Company (or any  
Related Entity).                                                                

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                                                                       ANNEX B
AMENDMENT TO ARTICLES OF INCORPORATION

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 ARTICLES OF AMENDMENT
TO
 ARTICLES OF INCORPORATION
OF
 NATURAL HEALTH TRENDS CORP.

Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida  
profit corporation adopts the following articles of amendment to its articles of
incorporation:                                                                  

FIRST:  Article IV is hereby amended by inserting the following paragraph after 
the first paragraph of Article IV:                                              

             Each one hundred (100) shares of the Corporation's common
    stock, $.001 par value per share, issued and outstanding as of the
    close of business on the date this Articles of Amendment is filed,
   shall be converted into one (1) share of the Corporation's common
stock, $.001 par value per share, so that each share of the   
       corporation's common stock issued and outstanding is hereby converted
and reclassified. No fractional interests resulting from such 
   conversion shall be issued, but in lieu thereof, shareholders who
        ostensibly would be entitled to receive fractional shares because they
        hold a number of shares not evenly divisible by one hundred (100) will
   be entitled, upon surrender to the Exchange Agent of certificates
         representing such shares, to receive one (1) additional share of common
stock for any fractional share they may be entitled to.       

SECOND:  The date of amendment's adoption: December ___, 2002                   

THIRD:  Adoption of Amendment(s) (CHECK ONE)                                    

           X   The amendment(s) was/were approved by the shareholders. The
                 number of votes cast for the amendment(s) was/were sufficient
for approval.                               

                  The amendment(s) was/were approved by the shareholders through
             voting groups. The following statement must be separately
                 provided for each voting group entitled to vote separately on
the amendment(s):                           

              "The number of votes cast for the amendment(s) was/were sufficient
               for approval by ______________________________________________ ."
                        (voting group)

          The amendment was adopted by the board of directors on
                  November       ,   2002   without   shareholder   action   and
shareholder action was not required.        

                  The amendment(s) was/were adopted by the incorporators without
               shareholder action and shareholder action was not required.

FOURTH: The amendment to the articles of incorporation does not adversely affect
the rights or preferences of the holders of outstanding shares of any class or  
series and does not result in the percentage of authorized shares that remain   
unissued after the division or combination exceeding the percentage of          
authorized shares that were unissued before the division or combination.        

FIFTH:  This amendment shall become effective on December __, 2002.             

Signed this __ day of December, 2002                                            

                                                       -------------------------
                                              Mark D. Woodburn
                                                 President and Chief
                                               Financial Officer

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                                                                 PROXY
 NATURAL HEALTH TRENDS CORP.

THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS               

PLEASE CLEARLY  INDICATE A RESPONSE BY CHECKING ONE OF THE BOXES ([FOR]         
[WITHHOLD  AUTHORITY]  [AGAINST] OR [ABSTAIN]) NEXT TO EACH OF THE FIVE (5)     
PROPOSALS                                                                       

              The undersigned hereby appoint(s) Mark Woodburn as a proxy
(the "Proxy") for the undersigned, with the power of substitution and           
resubstitution to vote any and all shares of capital stock of Natural Health    
Trends Corp. (the "Company") which the undersigned would be entitled to vote as 
fully as the undersigned could do if personally present at the Annual Meeting of
the Company, to be held on January , 2003, at 10 A.M. central standard time, and
at any adjournments thereof, hereby revoking any prior proxies to vote said     
stock, upon the following items more fully described in the notice of and proxy 
statement for the Special Meeting (receipt of which is hereby acknowledged):    

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS NO. 1, 2, 3, 4 AND 5.      

1.                ELECTION OF DIRECTORS                                         

VOTE                      

                           FOR ALL nominees listed below EXCEPT as marked to the
contrary below            

                        WITHHOLD AUTHORITY to vote for ALL nominees listed
below                     
                          (INSTRUCTION:  To withhold authority to vote for any
                  individual nominee strike a line through the
nominee's name below.)    

ABSTAIN                   

Mark D. Woodburn and Terry LaCore.                                              

2.                APPROVAL OF THE REVERSE STOCK SPLIT                           

 FOR the Reverse Stock Split

AGAINST                   

ABSTAIN                   

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3.                ADOPTION OF THE 2002 STOCK PLAN                               
-------------------------------             

             FOR the Adoption of the 2002 Stock Plan

AGAINST                   

ABSTAIN                   

4.                RATIFICATION OF THE APPOINTMENT OF SHERB & CO., L.L.P. AS     
INDEPENDENT  PUBLIC ACCOUNTANTS FOR THE COMPANY FOR FISCAL YEAR ENDED DECEMBER  
31, 2002                                                                        

                        FOR the Ratification of the Appointment of Sherb &
Co., LLP                  

AGAINST                   

ABSTAIN                   

5.                RATIFICATION OF A PRIOR AMENDMENT TO ARTICLES OF INCORPORATION

                           FOR the Ratification of a Prior Amendment to Articles
of Incorporation          

AGAINST                   

ABSTAIN                   

                 THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE; UNLESS OTHERWISE
INDICATED, THIS PROXY WILL BE VOTED (1) FOR THE ELECTION OF THE TWO NOMINEES    
NAMED IN ITEM 1, (2) FOR THE APPROVAL OF THE REVERSE STOCK SPLIT NAMED IN ITEM  
2, (3) FOR THE ADOPTION OF THE 2002 STOCK PLAN IN ITEM 3, (4) FOR THE           
RATIFICATION OF THE APPOINTMENT OF SHERB & CO., LLP AS INDEPENDENT PUBLIC       
ACCOUNTANTS FOR THE COMPANY FOR FISCAL YEAR ENDED DECEMBER 31, 2002 IN ITEM 4,  
(5) FOR THE RATIFICATION OF A PRIOR AMENDMENT TO THE ARTICLES OF INCORPORATION  
IN ITEM 5 AND (5) IN THE DISCRETION OF THE PROXY ON ANY OTHER MATTER THAT MAY   
PROPERLY COME BEFORE THE MEETING.                                               

               In his discretion, Mark Woodburn (or his substitute (s)) is
authorized to vote upon such other business as may properly come before the     
meeting.                                                                        

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                Please mark, sign, date and return this Proxy promptly using
the accompanying postage pre-paid envelope. THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF NATURAL HEALTH TRENDS CORP.                           

                                                     Dated:_____________________

                                                     ---------------------------
                                   Signature

                                                     ---------------------------
                                                     Signature if jointly owned:

                                                     ---------------------------
                                     Print name:

Please sign exactly as the name appears on your stock certificate. When shares  
of capital stock are held by joint tenants, both should sign. When signing as   
attorney, executor, administrator, trustee, guardian, or corporate officer,     
please include full title as such. If the shares of capital stock are owned by a
corporation, sign in the full corporate name by an authorized officer. If the   
shares of capital stock are owned by a partnership, sign in the name of the     
partnership by an authorized officer.                                           

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY
IN THE ENCLOSED ENVELOPE

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PRE 14A’ Filing		Date		First		Last			Other Filings
		11/17/12		20		31
		12/31/03		8					10KSB,  NT 10-K
		2/1/03		22
		12/31/02		3		40			10KSB,  NT 10-K
Deleted on:		12/24/02
Filed on:		12/10/02
		11/18/02		17
		10/14/02		12
		9/30/02		4					10QSB
		8/29/02		33
		6/30/02		4					10QSB,  8-K,  NT 10-Q
		4/16/02		4
		3/31/02		4					10QSB,  10QSB/A
For Period End:		12/31/01		8		20			10KSB,  8-K/A,  NT 10-K
		1/18/01		11		12
		1/17/01		21
		12/31/00		10					10KSB,  10KSB/A
		12/31/99		10					10KSB
									List all Filings