EXHIBIT 10.24 AMENDMENT NO.1 TO REGISTRATION RIGHTS AGREEMENT This Amendment No. 1 dated as of February 23, 2005 to that certain Registration Rights Agreement (this "Amendment"), by and among Natural Health Trends Corp., a Florida corporation (the "Company"), and the buyers signatory thereto (the "Buyers"). WITNESSETH : WHEREAS, the Company and the Buyers are parties to that certain Registration Rights Agreement dated as of October 6, 2004, a copy of which is attached hereto as Annex A (the "Original Agreement"); and WHEREAS, the Company may be required to account for the Warrants (as defined in the Original Agreement) on the Company's financial statements as a liability; and WHEREAS, if the Company and the requisite number of Buyers agree to amend the Original Agreement as set forth in this Amendment, the Company may account for the Warrants on the Company's financial statements as equity and not as a liability; and WHEREAS, the Company and the Buyers holding at least a majority of the Registrable Securities (as defined in the Agreement), in accordance with Section 10 of the Agreement, desire to amend the Original Agreement to reflect changes set forth in this Amendment. NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Effective as of the date hereof, the Original Agreement is hereby amended as follows: A. Section 3.a. of the Original Agreement shall be deleted in its entirety and the following paragraph shall be substituted in lieu thereof: a. THE COMPANY SHALL SUBMIT TO THE SEC, WITHIN TEN (10) BUSINESS DAYS AFTER THE COMPANY LEARNS THAT NO REVIEW OF THE REGISTRATION STATEMENT WILL BE MADE BY THE STAFF OF THE SEC OR THAT THE STAFF HAS NO FURTHER COMMENTS ON THE REGISTRATION STATEMENT, AS THE CASE MAY BE, A REQUEST FOR ACCELERATION OF EFFECTIVENESS OF SUCH REGISTRATION STATEMENT TO A TIME AND DATE NOT LATER THAN 48 HOURS AFTER THE SUBMISSION OF SUCH REQUEST. THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO* KEEP THE REGISTRATION STATEMENT EFFECTIVE PURSUANT TO RULE 415 AT ALL TIMES UNTIL THE EARLIER OF (I) THE DATE AS OF WHICH THE INVESTORS MAY SELL ALL OF THE REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT WITHOUT RESTRICTION PURSUANT TO RULE 144(k) (OR 1 SUCCESSOR THERETO) PROMULGATED UNDER THE 1933 ACT OR (II) THE DATE ON WHICH THE INVESTORS SHALL HAVE SOLD ALL THE REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT (THE "REGISTRATION PERIOD"). - ----------- * underscore used solely to indicate text added from Original Agreement B. Section 3.b. of the Original Agreement shall be deleted in its entirety and the following paragraph shall be substituted in lieu thereof: b. THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO * PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) AND SUPPLEMENTS TO A REGISTRATION STATEMENT AND THE PROSPECTUS USED IN CONNECTION WITH SUCH REGISTRATION STATEMENT, WHICH PROSPECTUS IS TO BE FILED PURSUANT TO RULE 424 PROMULGATED UNDER THE 1933 ACT, AS MAY BE NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE AT ALL TIMES DURING THE REGISTRATION PERIOD, AND, DURING SUCH PERIOD, COMPLY WITH THE PROVISIONS OF THE 1933 ACT WITH RESPECT TO THE DISPOSITION OF ALL REGISTRABLE SECURITIES OF THE COMPANY COVERED BY SUCH REGISTRATION STATEMENT UNTIL SUCH TIME AS ALL OF SUCH REGISTRABLE SECURITIES SHALL HAVE BEEN DISPOSED OF IN ACCORDANCE WITH THE INTENDED METHODS OF DISPOSITION BY THE SELLER OR SELLERS THEREOF AS SET FORTH IN SUCH REGISTRATION STATEMENT. IN THE CASE OF AMENDMENTS AND SUPPLEMENTS TO A REGISTRATION STATEMENT WHICH ARE REQUIRED TO BE FILED PURSUANT TO THIS AGREEMENT (INCLUDING PURSUANT TO THIS SECTION 3(b)) BY REASON OF THE COMPANY FILING A REPORT ON FORM 10-K, FORM 10-Q OR FORM 8-K OR ANY ANALOGOUS REPORT UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "1934 ACT"), THE COMPANY SHALL HAVE INCORPORATED SUCH REPORT BY REFERENCE INTO SUCH REGISTRATION STATEMENT, IF APPLICABLE, OR SHALL FILE SUCH AMENDMENTS OR SUPPLEMENTS WITH THE SEC ON THE SAME DAY ON WHICH THE 1934 ACT REPORT IS FILED WHICH CREATED THE REQUIREMENT FOR THE COMPANY TO AMEND OR SUPPLEMENT SUCH REGISTRATION STATEMENT. - ----------- * underscore used solely to indicate text added from Original Agreement 2. Each Buyer signatory hereto represents and warrants to the Company as to itself, himself or herself that it/he/she owns the number of shares of Common Stock (as defined in the Original Agreement) and the number of Warrants set forth below their signature, free and clear from all liens, pledges and encumbrances, and has the power and authority to enter into this Amendment. 3. This Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. 4. Except as otherwise specifically set forth herein, all of the terms and provisions of the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the day first above written. BUYERS: J. Zechner Associates By: /s/ Jacqueline Ricci Name: Jacqueline Ricci Title: Vice President Number of Shares: 6,000 Number of Warrants: 6,000 BUYERS: Rader Family Partnership By: /s/ Steve Rader Name: Steve Rader Title: Number of Shares: 12,500 Number of Warrants: 12,500 BUYERS: John Gildner By: /s/ John Gildner Name: John Gildner Title: Number of Shares: 79,000 Number of Warrants: 79,000 BUYERS: Burlingame Equity Investors, LP By: /s/ Blair Sanford Name: Blair Sanford Title: General Partner Number of Shares: 23,800 Number of Warrants: 23,800 BUYERS: Aquilon Capital Corp. (Previously MMI Group Inc.) By: /s/ Scott Leckie Name: Scott Leckie Title: Portfolio Manager Number of Shares: 103,000 Number of Warrants: 103,000 BUYERS: Avondale Partners LLC By: /s/ Patrick Shepherd Name: Patrick Shepherd Title: Sr. Managing Director Number of Shares: 22,500 Number of Warrants: 22,500 BUYERS: Front Street Investment Management Inc. By: /s/ Frank L. Mersch Name: Frank L. Mersch Title: Vice President Number of Shares: 51,600 Number of Warrants: 51,600 BUYERS: Epic Limited Partnership By: /s/ D. Fawcett Name: D. Fawcett Title: CEO Number of Shares: 7,920 Number of Warrants: 7,920 BUYERS: Epic Limited Partnership II By: /s/ D. Fawcett Name: D. Fawcett Title: CEO Number of Shares: 7,920 Number of Warrants: 7,920 BUYERS: Millenium Partners, L.P. By: /s/ D. Fawcett Name: D. Fawcett Title: Portfolio Manager Number of Shares: 3,960 Number of Warrants: 3,960 BUYERS: Goodwood Fund By: /s/ Cam MacDonald Name: Cam MacDonald Title: Director Number of Shares: 63,427 Number of Warrants: 63,427 BUYERS: Arrow Goodwood Fund By: /s/ Cam MacDonald Name: Cam MacDonald Title: Director Number of Shares: 40,341 Number of Warrants: 40,341 BUYERS: Goodwood Fund 2.0 By: /s/ Cam MacDonald Name: Cam MacDonald Title: Director Number of Shares: 4,998 Number of Warrants: 4,998 BUYERS: KBSH Goodwood Fund By: /s/ Cam MacDonald Name: Cam MacDonald Title: Director Number of Shares: 3,213 Number of Warrants: 3,213 BUYERS: Goodwood Capital Fund By: /s/ Cam MacDonald Name: Cam MacDonald Title: Director Number of Shares: 7,021 Number of Warrants: 7,021 BUYERS: Scott Lamacraft By: /s/ Scott Lamacraft Name: Scott Lamacraft Title: Number of Shares: 19,800 Number of Warrants: 19,800 BUYERS: Sprott Securities Inc By: /s/ Jeff Kennedy Name: Jeff Kennedy Title: Chief Financial Officer Number of Shares: 19,800 Number of Warrants: 19,800 BUYERS: Cascade Capital Partners II, L.P. By: /s/ Joseph Sweeney Name: Joseph Sweeney Title: Manager Number of Shares: 9,522 Number of Warrants: 9,522 BUYERS: Cascade Capital Partners L.P. By: /s/ Joseph Sweeney Name: Joseph Sweeney Title: Manager Number of Shares: 149,178 Number of Warrants: 149,178 BUYERS: Altairis Investments Limited Partnership By: /s/ Paul Sabourin Name: Paul Sabourin Title: Chairman and CEO (Polar Securities Inc) Number of Shares: 8,240 Number of Warrants: 8,240 BUYERS: Altairis Offshort By: /s/ Paul Sabourin Name: Paul Sabourin Title: Chairman and CEO (Polar Securities Inc) Number of Shares: 94,760 Number of Warrants: 94,760 BUYERS: Acuity NT Special Equity By: /s/ Hugh McCauley Name: Hugh McCauley Title: Director of Equities and Lead Portfolio Manager Number of Shares: 25,000 Number of Warrants: 25,000 BUYERS: Acuity Pooled Venture By: /s/ Hugh McCauley Name: Hugh McCauley Title: Director of Equities and Lead Portfolio Manager Number of Shares: 1,000 Number of Warrants: 1,000 BUYERS: Acuity Clean Environment Science & Technology By: /s/ Hugh McCauley Name: Hugh McCauley Title: Director of Equities and Lead Portfolio Manager Number of Shares: 900 Number of Warrants: 900 BUYERS: Acuity Social Values Global Equity By: /s/ Hugh McCauley Name: Hugh McCauley Title: Director of Equities and Lead Portfolio Manager Number of Shares: 6,000 Number of Warrants: 6,000 BUYERS: Acuity Clean Environment Balanced By: /s/ Hugh McCauley Name: Hugh McCauley Title: Director of Equities and Lead Portfolio Manager Number of Shares: 20,000 Number of Warrants: 20,000 BUYERS: Acuity Pooled Global Balanced By: /s/ Hugh McCauley Name: Hugh McCauley Title: Director of Equities and Lead Portfolio Manager Number of Shares: 200 Number of Warrants: 200 BUYERS: Acuity Pooled Environment Science & Technology By: /s/ Hugh McCauley Name: Hugh McCauley Title: Director of Equities and Lead Portfolio Manager Number of Shares: 300 Number of Warrants: 300 BUYERS: Acuity Clean Environment Equity By: /s/ Hugh McCauley Name: Hugh McCauley Title: Director of Equities and Lead Portfolio Manager Number of Shares: 35,000 Number of Warrants: 35,000 BUYERS: Acuity Clean Global Environment Equity By: /s/ Hugh McCauley Name: Hugh McCauley Title: Director of Equities and Lead Portfolio Manager Number of Shares: 11,000 Number of Warrants: 11,000 BUYERS: Acuity Pooled Global Equity By: /s/ Hugh McCauley Name: Hugh McCauley Title: Director of Equities and Lead Portfolio Manager Number of Shares: 2,000 Number of Warrants: 2,000 BUYERS: Acuity Global Equity By: /s/ Hugh McCauley Name: Hugh McCauley Title: Director of Equities and Lead Portfolio Manager Number of Shares: 2,400 Number of Warrants: 2,400