AGREEMENT AS TO TRANSFERS


               THIS  AGREEMENT AS TO TRANSFERS,  dated as of July 23, 1997 (this
"Agreement")  between  CAPITAL  DEVELOPMENT  S.A.,  a  Panama  corporation  (the
"Holder"), and NATURAL HEALTH TRENDS CORP., a Florida corporation (the "NHTC").


                              W I T N E S S E T H:

               WHEREAS,  pursuant to the Amended and Restated Agreement and Plan
of Reorganization (the "Reorganization  Agreement"),  dated as of July 23, 1997,
by and among NHTC, Global Health Alternatives, Inc. and the stockholders thereof
party thereto  (including  the Holder),  the Holder has agreed to indemnify NHTC
against certain  liabilities as described in Article VIII of the  Reorganization
Agreement; and

               WHEREAS,  pursuant  to the  Registration  Rights  Agreement,  the
Holder and certain other Company Stockholders are restricted from selling shares
of NHTC for a period of two years; and

               WHEREAS,  the  parties  hereto  intend to  further  restrict  the
Holder's ability to sell the NHTC Firm Shares and to coordinate such restriction
with that imposed under the Registration Rights Agreement;


               NOW,  THEREFORE,   in  consideration  of  the  mutual  agreements
contained  herein,  in the  Reorganization  Agreement,  and in the  Registration
Rights Agreement, the parties hereto agree as follows:


1.      Definitions.

               All capitalized terms used and not otherwise defined herein shall
have the meanings assigned to them in the Reorganization Agreement.

                "Potential Liabilities" shall mean, at any date, (i) the greater
of (x) the Holder's Pro-Rata Indemnity Percentage of the then Indemnity Cap, and
(y) $461,613,  which amount is the product of the closing market price per share
for the common  stock of NHTC on prior the Closing Date times the number of Firm
Shares  received by the Holder,  minus (ii) any amounts then  previously paid to
NHTC by or on  behalf of Holder  (or its  successors  or  assigns)  pursuant  to
Article VIII of the Reorganization Agreement.







2.      Covenant Not to Sell.

               The Holder hereby covenants and agrees it will not sell, transfer
or  otherwise  dispose of any of its Firm  Shares to the extent  that such sale,
transfer or other  disposition  would reduce the aggregate  Fair Market Value of
the Holder's  remaining  Firm Shares at the time of  determination  to less than
120% of the then Potential Liabilities.  Holder hereby consents to the placement
of a legend on the  certificate(s)  evidencing  the ownership of its Firm Shares
indicating that such shares are subject to the restrictions set forth herein.


3.      Covenant to Release Shares.

               NHTC hereby  covenants and agrees that upon request of the Holder
to sell,  transfer or  otherwise  dispose of any Firm Shares not in violation of
Section 2 above, NHTC will promptly arrange for the issuance of a certificate or
certificates evidencing the shares to be sold, transferred or otherwise disposed
of which shall not bear the restrictive legend referred to above. Any permission
to sell, transfer or otherwise dispose of, provided pursuant to Section 9 of the
Registration  Rights  Agreement  shall be deemed to be  permission  to  transfer
shares  hereunder  to the extent set forth in such  permission  without  further
action by the Holder or NHTC.


4.      Term.

               This  Agreement  shall  terminate on the earliest to occur of (i)
the  release  by NHTC of all of the  Holder's  Firm  Shares  from  the  transfer
restrictions under this Agreement; (ii) the payment by the Holder of the maximum
amount of  Potential  Liabilities;  (iii) the absence of any rights of NHTC that
may give rise to Potential  Liabilities;  or (iv) the sixth  anniversary  of the
date hereof. Promptly following such termination NHTC shall issue or cause to be
issued, in exchange for the Holder's  certificate(s) bearing the legend referred
to above,  a new  certificate  or  certificates  evidencing all of Holder's NHTC
shares previously subject to this Agreement which  certificate(s) shall not bear
any restrictive legend pursuant to this Agreement.


5.      Governing Law.

               This  Agreement  shall be governed by and construed in accordance
with the laws of the State of New York (other than the choice of law  principles
thereof).

6.      Counterparts.

               This Agreement may be executed in any number of counterparts, and
each  counterpart  shall be deemed to be an  original  instrument,  but all such
counterparts


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together shall constitute but one agreement.

               IN  WITNESS  WHEREOF,   the  parties  hereto  have  caused  their
authorized  officers  to execute and deliver  this  Agreement  on the date first
above written.


                                                   CAPITAL DEVELOPMENT S.A.



                                                   By:
                                                       Name:
                                                       Title:




                                                   NATURAL HEALTH TRENDS CORP.



                                                   By:
                                                       Name:
                                                       Title:











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