Please indicate your acceptance of the terms of this letter by signing the space provided below.

Very truly yours,

/s/Truman Hunt

Truman Hunt
Executive Vice President
General Counsel

Agreed to this ____ day of April, 2001.

/s/ Joseph Y. Chang

Joseph Y. Chang

PROMISSORY NOTE

$500,000                                                                                                                                                                                       July 5, 2001

         FOR VALUE RECEIVED, the undersigned, JOSEPH Y. CHANG and WAN PING CHANG, jointly and severally agree to pay to the order of NU SKIN ENTERPRISES, INC., a Delaware corporation, at 75 West Center Street, Provo, Utah 84601, or at such other place as the holder (the “Holder”) of this Note may from time to time designate in writing, without setoff, in lawful money of the United States of America, the principal sum of FIVE HUNDRED THOUSAND DOLLARS ($500,000) together with interest on such principal sum and any other amounts due under this Note.

         1.     Interest.  Commencing on the date of this Note and continuing until all principal and interest due under this Note are paid in full, the outstanding principal balance of this Note shall bear interest at the rate of 5.06% percent per annum. Interest shall accrue daily and be calculated on the basis of a three hundred sixty (360) day year and the actual number of days elapsed in any partial calendar month.

         2.     Payment. Accrued interest shall be due and payable in semi-annual installments due on the 15th day of April and October each year, commencing on October 15, 2001. Except as otherwise provided in this Note or the Deed of Trust (as defined in paragraph 5) in the case of a default in payment or other breach, the entire principal balance of this Note, together with any accrued and unpaid interest thereon and any other fees, costs or expenses payable hereunder, shall be due and payable on the earlier to occur of the following: (i) July 1, 2006, and (ii) the 180th day following the date of the undersigned’s termination of employment with the Holder or any affiliate thereof. Unless the Holder shall otherwise elect, each payment made under this Note shall be applied first to costs and expenses incurred in connection with the enforcement of this Note and interest due under this Note, and any balance shall be applied to reduce the principal balance of this Note.

         3.     Late or Partial Payments.  Any payment required under this Note or under any other agreement entered into in connection with this Note that is not made when due, shall bear interest payable on demand, both before and after judgment, at the rate of fifteen percent (15.0%) per annum (the “Default Rate”). The acceptance by the Holder of any payment that is less than the entire amount then due under this Note shall be on account only and shall not constitute a waiver of the obligation of the undersigned to pay such entire amount.  The failure of the undersigned to pay the entire amount then due under this Note shall be and continue to be an event of default under this Note, notwithstanding the acceptance by the Holder of less than such entire amount on account, and the Holder shall thereafter, until such entire amount is paid (and notwithstanding acceptance by the Holder thereafter of further sums on account or otherwise), be entitled to exercise all rights and remedies provided for in this Note and under any other agreement entered into in connection with this Note. The acceptance by the Holder of any amount due under this Note after the same is due shall not constitute a waiver of the right to require prompt payment, when due, of all other amounts due under this Note or to declare that an event of default has occurred under this Note with respect to any other amount not paid when due. 

         4.     Default.  If any payment required under this Note is not made when due or if a material breach under any the Deed of Trust or any other agreement entered into in connection with this Note occurs, the entire unpaid principal balance of this Note, together with all accrued but unpaid interest and any late charges due under this Note, shall, at the option of the Holder, become due and payable without presentment, demand, protest or notice of any kind, all of which are expressly waived by the undersigned and all endorsers, guarantors, sureties, accommodation parties and other persons at any time liable for all or any portion of the indebtedness evidenced by this Note, and shall thereafter earn interest, both before and after judgment, at the Default Rate. Any forbearance, failure or delay by the Holder in exercising any right or remedy under this Note or otherwise available to the Holder shall not be deemed to be a waiver of such right or remedy, nor shall any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy.  The undersigned shall pay all reasonable costs and expenses incurred by the Holder in connection with the enforcement of this Note (regardless of the particular nature of such costs and expenses and whether incurred before or after the initiation of suit or before or after judgment), including, without limitation, court costs and attorneys’ fees and costs. 

         5.     Security. This Note shall be secured by a Utah Deed of Trust (the "Deed of Trust") on the undersigned's primary residential property owned by the undersigned.

         6.     Miscellaneous.  The undersigned and all endorsers, guarantors, sureties, accommodation parties and other persons at any time liable for all or any portion of the indebtedness evidenced by this Note consent to all extensions of time, renewals, waivers or modifications that may be granted by the Holder with respect to the payment or other provisions of this Note, the release of all or any portion of any security given in connection with this Note, with or without substitution, and the release of any party liable under this Note. If this Note is executed by more than one person, each of such persons shall be jointly and severally liable for all of the obligations evidenced by this Note.  Time is of the essence with respect to all obligations of the undersigned under this Note.  The unenforceability or invalidity of any provision of this Note shall not affect the enforceability or validity of any other provision of this Note.  The terms of this Note shall bind the undersigned and inure to the benefit of the Holder and its respective heirs, successors, assigns and legal representatives.  The Holder may, in its sole discretion, assign part or all of its interest under this Note at any time or from time to time.  This Note shall be governed by Utah law. This Note, the Deed of Trust and any other written agreement entered into in connection with this Note are a final expression of the agreement between the Holder and the undersigned and may not be contradicted by evidence of any alleged oral agreement.

         THE UNDERSIGNED has executed and delivered this Note on the date set forth below.

Date: July 5, 2001

/s/Joseph Y. Chang
Joseph Y. Chang


Date: July 5, 2001

/s/Wan Ping Chang
Wan Ping Chang

WHEN RECORDED, PLEASE RETURN TO:

D. Matthew Dorny
Nu Skin Enterprises, Inc.
75 West Center Street
Provo, Utah 84601

UTAH DEED OF TRUST

         THIS TRUST DEED (this “Trust Deed”) is executed as of the 5th day of July, 2001, by JOSEPH Y. CHANG and WAN PING CHANG (collectively, the “Trustors”), in favor of METRO NATIONAL TITLE (“Trustee”), and NU SKIN ENTERPRISES, INC., a Delaware corporation (“Beneficiary”), whose address is 75 West Center Street, Provo, Utah 84601.

         FOR good and valuable consideration, and in order to secure for the benefit of Beneficiary the following obligations (collectively, the “Obligations”): (i) the timely payment and performance of the obligations of Trustor under this Trust Deed, under the promissory note (the “Note”) of even date with this Trust Deed, executed by Trustors, as maker, in favor of Beneficiary, as payee, in the principal amount of Five Hundred Thousand Dollars ($500,000.00), payable with interest as set forth in the Note, and under any other instruments given to further evidence or secure such obligations, as this Trust Deed, the Note or such other instruments may be extended, renewed, modified, amended or replaced from time to time; and (ii) the payment of any loans or advances made after the date of this Trust Deed for any purpose by Beneficiary to Trustors,

         TRUSTORS CONVEY, WARRANT AND TRANSFER TO TRUSTEE, IN TRUST, WITH POWER OF SALE, the following:

         The land (the “Land”) located in Salt Lake County, Utah, more particularly described as follows:

         Parcel 1:

         All of Lot 747, contained within PEPPERWOOD PHASE 7B, as said Lot is identified in the Plat of said Development, recorded in Salt Lake County, Utah, as Entry No. 5739632, in Book 94-2, at Page 43, and in the Declaration of Covenants, Conditions and Restrictions, recorded in Salt Lake County, Utah, on February 15, 1994, as Entry No. 5739633, in Book 6873, at Page 663. TOGETHER WITH a right and easement of use and enjoyment in and to the Common Areas described, and as provided for, in said Declaration of Covenants, Conditions, and Restrictions, which include, without limitation, an easement for vehicular ingress and egress over and across said Common Areas to and from said Lot and Pepperwood Drive, a physically open and legally dedicated public street,

which Parcel 1 has the address of 7 South Courtside Lane, Sandy, Utah 84092.

         Parcel 1A:

         TOGETHER WITH a perpetual right of way to use and enjoy those portions of PEPPERWOOD SUBDIVISION, any and all Phases, which are identified and will be identified as Lot “A”, being the streets within the subdivision.

         TOGETHER WITH all buildings, structures and other improvements on or after the date of this Trust Deed located on the Land (collectively, the “Improvements”), and all air and water rights, water stock, rights-of-way, easements, tenements, hereditaments, possessory rights, claims (including mining claims), privileges, appurtenances and fixtures belonging to, or used or enjoyed with, all or any part of the Land, including, without limitation, all right, title and interest of Trustors, now owned or acquired after the date of this Trust Deed. The Land, the Improvements and all of the foregoing are collectively referred to in this Trust Deed as the “Property.”

         TRUSTORS AGREE WITH TRUSTEE AND BENEFICIARY AS FOLLOWS:

         1.     Obligations; Certain Proceedings.  Trustors shall timely pay and perform the Obligations and all obligations under any other encumbrance or lien on the Property. Trustors shall maintain this Trust Deed as a valid lien on, and security interest in, the Property of equal priority to that created by this Trust Deed, shall preserve and protect Trustors’ interests in the Property and the interests of Trustee and Beneficiary under this Trust Deed, and shall appear in and defend any action or proceeding which may affect the Property or the obligations of Trustors or the interests of Trustee or Beneficiary under this Trust Deed. 

         2.     Maintenance and Use.  Trustors shall occupy, establish and use the Property as Trustors’ principal residence within sixty days after this execution of this Trust Deed. Trustors shall (a) maintain the Property in good condition and repair, (b) comply with all laws, ordinances, rules, regulations, covenants, conditions and restrictions relating to the Property, (c) not permit nuisances to exist or commit or permit waste in or on the Property, (d) promptly complete in a good and workmanlike manner any Improvements which may be constructed, and promptly restore and repair in like manner any Improvements which may be damaged or destroyed, (e) preserve and extend all rights, licenses and permits (including, without limitation, zoning variances, special exceptions, special permits and non-conforming uses) which are applicable to the Property, and (f) immediately on discovery, clean up all hazardous substances, hazardous wastes, pollutants and contaminants located on the Property. Trustors shall do or refrain from doing any act which, from the character or use of the Property, is reasonably necessary to protect and preserve the fair market value of the Property, any specific enumerations in this Trust Deed not limiting such general obligation. Trustors shall indemnify, defend and hold harmless Trustee and Beneficiary from and against all liabilities, claims, losses, damages, costs and expenses (including, without limitation, cleanup costs and attorneys’ fees) directly or indirectly arising out of, related to or connected with any hazardous substances, hazardous wastes, pollutants or contaminants located on the Property. The liability of Trustors under the indemnity set forth in the preceding sentence shall arise on the discovery of an unacceptable environmental condition and shall survive the exercise of the power of sale, foreclosure of this Trust Deed as a mortgage or any other event. (As used in this Trust Deed, the terms “hazardous substances,” “hazardous wastes,” “pollutants” and “contaminants” mean any substances, wastes, pollutants or contaminants included within those respective terms under any law, ordinance, rule or regulation, whether now existing or enacted or amended after the date of this Trust Deed.)

         3.     Development.  Without Beneficiary’s prior written consent, Trustors shall not do any of the following: (a) make any material change to the Property or to the use of the Property; (c) initiate or support any zoning reclassification of the Property, seek any variance under existing zoning ordinances applicable to the Property or use or permit the use of the Property in a manner which would be a nonconforming use under applicable zoning ordinances; (d) impose any covenants, conditions, restrictions, easements or rights-of-way on the Property, execute or file any subdivision plat affecting the Property or consent to the annexation of the Property to any municipality; or (e) permit the Property to be used by any person in such manner as might make possible a claim of adverse usage or possession or of implied dedication or easement.

         4.     Payment of Certain Impositions.  Trustors shall pay when due all taxes, assessments and charges relating to or levied against the Property, including, without limitation, real and personal property taxes, general and special assessments, utility charges, mechanics’ and materialmen’s charges, and charges arising from any covenants, conditions or restrictions relating to the Property.  Trustors shall also pay to Beneficiary the amount of all taxes, assessments and charges which may be levied by any governmental authority on this Trust Deed, the Obligations or Beneficiary by reason of the interest of Beneficiary under this Trust Deed.  Upon the request of Beneficiary, Trustors shall deliver to Beneficiary official receipts of the appropriate taxing or other authority or other proof satisfactory to Beneficiary within ten (10) days after the date any such taxes, assessments or charges are due and payable, evidencing the payment of such taxes, assessments or charges.  Trustors may contest in good faith the validity of any mechanic’s or materialman’s lien. 

         5.     Insurance.  Trustors shall maintain insurance policies (collectively, the “Policies”) with respect to the Property, in amounts and forms and with deductibles acceptable to Beneficiary, providing hazard insurance insuring against fire, extended coverage risks and such other risks as Beneficiary may require, including, without limitation, the risk of damage caused by earthquake and flooding, with replacement cost coverage and agreed value endorsement. The hazard insurance policy shall contain a standard lender’s loss payable endorsement, in favor of and in a form acceptable to Beneficiary.  Beneficiary shall be named as an additional insured under the liability insurance policy, and such insurance shall be primary and non-contributing in the event of loss with any other insurance Beneficiary may carry.  The insurers concerned shall agree that the coverage under the Policies will not be modified or canceled unless at least thirty (30) days advance written notice of the proposed modification or cancellation has been given to Beneficiary.  Beneficiary may review the Policies from time to time and require that the same be modified so as to protect Beneficiary’s interests.  Such insurance shall be carried with companies approved by Beneficiary. Trustors shall deliver to Beneficiary (at the option of Beneficiary) either the originals of the Policies or certificates duly executed by the insurers evidencing such insurance coverage.  All renewal and replacement policies must be delivered to Beneficiary at least fifteen (15) days before the expiration of the old policies. 

         6.     Reserve.  On written notice by Beneficiary to Trustors, Trustors shall pay to Beneficiary on the first day of each month an amount equal to one-twelfth (1/12) of all taxes, assessments and insurance premiums required to be paid under this Trust Deed by Trustors, in such manner as to provide Beneficiary with sufficient funds to pay such taxes, assessments and premiums at least thirty (30) days prior to their respective due dates.  Such funds may be commingled with other funds of Beneficiary, shall not bear interest and shall periodically be used by Beneficiary for the payment of such taxes, assessments and premiums.  Nothing contained in this Trust Deed shall cause Beneficiary to be deemed a trustee of such funds or to be obligated to pay any amounts in excess of such funds.  If such funds are insufficient to pay all of such taxes, assessments and premiums, Trustors shall immediately pay the deficiency to Beneficiary.

         7.     Condemnation or Damage.  Trustors shall immediately give written notice to Beneficiary of the institution of any proceedings for the taking of the Property or of the occurrence of any damage to the Property, and Beneficiary shall receive all compensation, awards and insurance and other proceeds (collectively, the “Proceeds”) distributed in connection with such taking or damage.  Each person concerned is authorized and directed to make payments for such taking or damage directly to Beneficiary, instead of to Beneficiary and Trustors jointly.  Beneficiary may, but shall not be obligated to, commence, appear in and prosecute in its own name any action or proceeding and make any compromise or settlement in connection with such taking or damage.  After deducting from the Proceeds all costs and expenses (including attorneys’ fees) incurred by Beneficiary in connection with such action, proceeding, compromise or settlement, Beneficiary may use the Proceeds to reduce the Obligations (whether or not then due) or to restore or repair the Property damaged.  If Beneficiary determines to use the Proceeds for restoration and repair of the Property, the Proceeds shall be made available to Trustors for use in restoring or repairing the Property in accordance with plans and specifications and construction arrangements approved by Beneficiary.  Beneficiary or its nominee shall hold the Proceeds and from time to time shall, on compliance with such conditions or requirements as may be imposed by Beneficiary, disburse portions of the Proceeds to Trustors or to those entitled to the Proceeds as progress is made on such restoration and repair.  If any of the Proceeds remain after the entire costs of such restoration and repair have been paid, Beneficiary may use such remaining Proceeds to reduce the Obligations (whether or not then due) or may remit the same to Trustors. 

         8.     Assignment of Leases and Rents.  In the event Beneficiary consents to Trustors leasing or renting the Property in the future, Trustors absolutely, irrevocably and unconditionally assign to Beneficiary all future leases, subleases and rental agreements covering the Property (collectively, the “Leases”), and all rents, issues, profits and income (including security deposits) arising from the Property (collectively, the “Rents”), together with the right, power and authority to enforce the Leases, collect the Rents and apply the Rents to any of the Obligations.  Notwithstanding anything contained in this Trust Deed to the contrary, the assignment set forth in the preceding sentence is an absolute, irrevocable and unconditional present assignment from Trustors to Beneficiary and not merely the passing of a security interest.  Trustors may, on behalf of Beneficiary, enforce the Leases and collect the Rents (but not more than one (1) month in advance) at any time a default does not exist under this Trust Deed and an event or condition does not exist which with the giving of notice or lapse of time or both would result in a default under this Trust Deed. Trustors shall hold the Rents so collected in trust for Beneficiary and shall use so much of the Rents as is required for the satisfaction of the Obligations. On the occurrence of a default under this Trust Deed or an event or condition which with the giving of notice or lapse of time or both would result in a default under this Trust Deed, the right of Trustors to enforce the Leases and collect the Rents shall automatically terminate, and Trustors shall immediately pay to Beneficiary all of the Rents then held by Trustors. All tenants, lessees and other persons having any obligation to make any payment in connection with the Property are authorized and directed to make such payment directly to Beneficiary on the demand of Beneficiary. The receipt by Beneficiary of such payment shall be a good and sufficient discharge of the obligation of the tenant, lessee or other person concerned to make the payment connected with the amount so received by Beneficiary. Nothing contained in this Paragraph shall be construed to make Beneficiary a mortgagee in possession or make Beneficiary responsible for any matters relating to the Property or the Leases.

         9.     Transfers and Encumbrances.  Without the prior written consent of Beneficiary, which may be withheld by Beneficiary in its sole discretion, Trustors shall not, directly or indirectly, do any of the following: (a) sell, convey, assign or transfer the Property, the Leases or the Rents, or contract to do so, voluntarily, involuntarily or by operation of law; or (b) lease, rent or otherwise surrender possession of the Property, or contract to do so, voluntarily, involuntarily, or by operation of law.  Beneficiary’s consent to one or more of such transactions shall not be a waiver of the right to require such consent with respect to any subsequent or successive transactions.  Such consent of Beneficiary may be conditioned on satisfaction of such requirements as Beneficiary may impose. 

10.     Mortgagee Title Insurance. At the request of Beneficiary, Trustors shall provide to Beneficiary a policy of title insurance insuring the lien of this Trust Deed, in form and amount, and issued by a company, acceptable to Beneficiary.

         11.     Representations and Warranties.  Trustors covenant with, and represent and warrant to, Trustee and Beneficiary that all of the following statements are true as of the date of this Trust Deed and will remain true: (a) Trustors are lawfully seized of indefeasible fee simple marketable title to the Property; (b) this Trust Deed has been duly executed by Trustors, and the Property has been duly conveyed to Trustee under this Trust Deed; (c) the Property is free and clear of all liens, encumbrances and interests of third parties not approved in writing by Beneficiary; (d) Trustors will defend title to the Property against all claims and demands; (e) all of the Personal Property has been paid for in full, is owned solely by Trustors and is not used and was not bought for personal, family or household purposes; and (f) all obligations incurred by Trustors in connection with or which relate to the Property are current and without default.

         12.     Default.  Trustors shall be in default under this Trust Deed on the occurrence of any of the following: (a) Trustors fail to timely pay or perform any of the Obligations; (b) an event of default occurs under any lien or encumbrance affecting the Property; (c) Trustors or any guarantor of the Obligations (i) files a voluntary petition in bankruptcy or files a petition or answer seeking or acquiescing in a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future law or regulation relating to bankruptcy, insolvency or other relief for debtors, (ii) consents to or acquiesces in the appointment of a trustee, receiver or liquidator of Trustors or such guarantor, the Property or the Rents, (iii) makes a general assignment for the benefit of creditors, or (iv) admits in writing its inability to pay its debts generally as they become due; (d) a court of competent jurisdiction enters an order, judgment or decree approving a petition filed against Trustors or such guarantor seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future law or regulation relating to bankruptcy, insolvency or other relief for debtors; (e) a trustee, receiver or liquidator of Trustors, such guarantor, the Property or the Rents is appointed without the consent or acquiescence of Trustors or such guarantor; (f) a writ of execution, attachment or similar process is issued or levied against the Property or the Rents or a judgment involving monetary damages is entered against Trustors which becomes a lien on the Property or the Rents; (g) any representation or warranty contained in this Trust Deed or in any other instrument executed by Trustors is or becomes untrue; or (h) a change occurs in the condition or affairs (financial or otherwise) of Trustors or such guarantor which materially impairs Beneficiary’s security or increases its risks. 

         13.     Remedies.  On a default under this Trust Deed, Trustee or Beneficiary may (but is not obligated to) do any one or more of the following: (a) without notice or demand on Trustors and without releasing Trustors from any of the Obligations, pay or perform a portion or all of the Obligations that Trustors have failed to pay or perform, and Trustors shall immediately reimburse Trustee and Beneficiary for all costs and expenses (including attorneys’ fees) incurred in connection with such payment or performance, with interest on such costs and expenses at fifteen percent (15%) per annum (the “Default Rate”), both before and after judgment; (b) declare all of the Obligations immediately due and payable and charge interest on the Obligations then outstanding at the Default Rate, both before and after judgment; (c) exercise the power of sale under applicable law; (d) foreclose this Trust Deed in the manner provided by law for the foreclosure of mortgages on real property; (e) exercise all of the rights and remedies of a secured party under the UCC (whether now existing or created after the date of this Trust Deed); (f) take possession or appoint a receiver to take possession of and (without liability or obligation) (i) hold, occupy, operate, use, maintain, repair and conserve the value of the Property, (ii) make, modify, enforce and terminate the Leases, (iii) collect the Rents and (after deducting from the Rents maintenance and operating expenses, including reasonable management fees) apply the same to the Obligations, and (iv) exercise such other powers as may be fixed by the court; (g) offset the Obligations against any amounts owed by Beneficiary to Trustors and apply toward the Obligations all funds of Trustors which Beneficiary may have in its possession or under its control; (h) if permitted by applicable law, sue on the Note; or (i) exercise any other rights and remedies available at law or in equity.  A receiver appointed pursuant to this Paragraph may be appointed without notice to Trustors, and without regard to whether the Property is in danger of being lost, removed or materially injured, whether the Property or any other security is sufficient to discharge the Obligations or whether Beneficiary forecloses this Trust Deed judicially or nonjudicially, it being the intention of Trustors to authorize the appointment of a receiver when Trustors are in default under this Trust Deed and Beneficiary has requested the appointment of a receiver.  Trustors consent to the appointment of the particular person (including an officer, director, partner or employee, as the case may be, of Beneficiary) designated by Beneficiary as “receiver” and waive any right to suggest or nominate any person as receiver in opposition to the person designated by Beneficiary.  Neither the entering on and taking possession of the Property nor the collection and application of the Rents as aforesaid shall cure or waive any default or notice of default under this Trust Deed, invalidate any act done pursuant to such notice of default or operate to postpone or suspend any of the Obligations.  No remedy provided in this Trust Deed shall be exclusive of any other remedy at law or in equity (whether now existing or created after the date of this Trust Deed), and all remedies under this Trust Deed may be exercised concurrently, independently or successively from time to time. The failure on the part of Trustee or Beneficiary to promptly enforce any right under this Trust Deed shall not operate as a waiver of such right, and the waiver of any default shall not constitute a waiver of any subsequent or other default.

         14.     Power of Sale; Foreclosure.  The procedures relating to the exercise of the power of sale or foreclosure of this Trust Deed as a mortgage shall be governed by then existing law, or to the extent such procedures are not covered by then existing law, by law existing as of the date of this Trust Deed.  Following foreclosure of this Trust Deed as a mortgage, the purchaser at the sale held pursuant to judicial decree shall be entitled to possession of the Property during any period of redemption.  If a deficiency remains after application of the proceeds of sale following default under this Trust Deed (whether such sale is held pursuant to the exercise of the power of sale or judicial decree), Trustors shall pay the same to Beneficiary immediately on determination of the amount of such deficiency.  Such deficiency shall bear interest at the Default Rate, both before and after judgment.

         15.     Security Agreement; Fixture Filing.  This Trust Deed constitutes a security agreement with respect to all personal property and fixtures in which Beneficiary is granted a security interest under this Trust Deed, and Beneficiary shall have all of the rights and remedies of a secured party under the UCC (whether now existing or created after the date of this Trust Deed), as well as any other rights and remedies available at law or in equity. This Trust Deed, with Trustors, as debtor, and Beneficiary, as secured party, also constitutes a fixture filing with respect to any part of the Property which is or may become a fixture. The record owners of the Property are the Trustors. Beneficiary is not a seller or purchase money lender of the Personal Property. Trustors shall immediately notify Beneficiary if the name or identity of Trustors are changed, or if the address of Trustors is changed to an address different from the address for Trustors set forth in the first paragraph of this Trust Deed. With respect to any instrument or chattel paper covered by this Trust Deed, neither Trustee nor Beneficiary need take any steps to preserve rights against prior parties. A carbon, photographic or other reproduction of a financing statement is sufficient as a financing statement.

         16.     Waiver.  Trustors waive, to the fullest extent permitted by law, any right (a) to obtain a partial release of the Property from the lien of this Trust Deed by paying less than all of the Obligations, (b) to partially redeem the Property by paying less than the amount necessary to effect redemption in full, (c) to have the Property or any other property securing the Note marshalled on the foreclosure of the lien of this Trust Deed, and agrees that any court having jurisdiction to foreclose such lien may order the Property and such other property sold as an entirety, (d) to direct the order of the sale of the Property or any other property securing the Note, and agrees that Beneficiary may exhaust the security given for the Note in any order, and (e) relating to procedural or substantive limitations on the recovery of any deficiency, such as those set forth in Section 57-1-32 of the Utah Code Ann. (1953), as amended, including, without limitation, any requirement that Trustee or Beneficiary establish a deficiency in connection with the indebtedness secured by this Trust Deed prior to the time that all of the security given for payment of the Note has been exhausted.  Trustors further waive and relinquish all exemptions and homestead rights which may exist with respect to the Property, and agrees not to file a declaration of homestead with respect to the Property.

         17.     Expenses and Fees.  Trustors shall pay all costs, expenses and fees (including, without limitation, trustee’s and attorneys’ fees) which are incurred by Trustee or Beneficiary in connection with the Obligations, this Trust Deed, the servicing of the indebtedness secured by this Trust Deed and the enforcement or protection of the rights and interests of Trustee or Beneficiary under this Trust Deed, including, without limitation, the monitoring of any insolvency or bankruptcy proceedings, with interest on such costs, expenses and fees at the Default Rate, both before and after judgment.

         18.     Further Assurances.  Trustors shall at any time and from time to time, on request of Beneficiary, take or cause to be taken any action, and execute, acknowledge, deliver or record any further instruments, which Beneficiary deems necessary or appropriate to carry out the purposes of this Trust Deed and to perfect and preserve the lien and security interest intended to be created and preserved in the Property.

         19.    Request for Notices. Trustors request that a copy of any notice of default and a copy of any notice of sale under this Trust Deed be mailed to Trustors at the address of Trustors set forth in the first paragraph of this Trust Deed.

         20.     Miscellaneous.  Time is of the essence of this Trust Deed.  This Trust Deed shall be binding on Trustors and shall inure to the benefit of Trustee and Beneficiary and their respective successors and assigns. The liability of each person executing this Trust Deed as Trustors shall be joint and several.  The invalidity or unenforceability of any provision of this Trust Deed shall in no way affect the validity or enforceability of any other provision.  This Trust Deed shall be governed by and construed in accordance with the laws of the State of Utah. Paragraph captions and defined terms in this Trust Deed are for convenience of reference only and shall not affect the construction of any provision of this Trust Deed.  All pronouns shall be deemed to refer to the masculine, feminine or neuter or singular or plural, as the identity of the parties may require.

         BY SIGNING BELOW, TRUSTORS accept and agree to the terms and covenants contained in this Trust Deed and in any rider(s) executed by Trustors and recorded with it.

TRUSTORS:

/s/ Joseph Y. Chang
Joseph Y. Chang

/s/ Wan Ping Chang
Wan Ping Chang

STATE OF UTAH                                       )
                                                                        ) ss:
COUNTY OF SALT LAKE                         )

         On this 5th day of July, 2001, personally appeared before me, Joseph Y. Chang and Wan Ping Chang, the signers of the above instrument, who duly acknowledged to me that they executed the same.

___________________________________      My Commission expires:______________________
Notary Public

REQUEST FOR RECONVEYANCE

To Trustee:

         The undersigned is the holder to the note or notes secured by this Trust Deed. Said note or notes, together with all other indebtedness secured by this Trust Deed, have been paid in full. You are hereby directed to cancel said note or notes and this Trust Deed, which are delivered hereby, and to reconvey, without warranty, all of the estate now held by you under this Trust Deed to the person or persons legally entitled thereto.

Dated:___________________               ______________________________________
                                                                     By:____________________________________
Mail Reconveyance to:_____________________________________________________________________
_____________________________________________________________________________________

CREDIT AGREEMENT

dated as of May 10, 2001

among

NU SKIN ENTERPRISES, INC.,

VARIOUS FINANCIAL INSTITUTIONS,

and

BANK OF AMERICA, N.A.,

as Administrative Agent

                                                                            PAGE
SECTION 1  DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
         1.1      Definitions . . . . . . . . . . . . . . . . . . . . . . . . .1
         1.2      Other Interpretive Provisions . . . . . . . . . . . . . . . 18

SECTION 2  COMMITMENTS OF THE BANKS; BORROWING, CONVERSION AND
           LETTER OF CREDIT PROCEDURES. . . . . . . . . . . . . . . . . . . . 19
         2.1      Commitments . . . . . . . . . . . . . . . . . . . . . . . . 19
                  2.1.1    Loans. . . . . . . . . . . . . . . . . . . . . . . 19
                  2.1.2    L/C Commitment . . . . . . . . . . . . . . . . . . 19
         2.2      Loan Procedures . . . . . . . . . . . . . . . . . . . . . . 19
                  2.2.1    Various Types of Loans . . . . . . . . . . . . . . 19
                  2.2.2    Borrowing Procedures . . . . . . . . . . . . . . . 20
                  2.2.3    Conversion and Continuation Procedures . . . . . . 20
         2.3      Letter of Credit Procedures . . . . . . . . . . . . . . . . 21
                  2.3.1    L/C Applications . . . . . . . . . . . . . . . . . 21
                  2.3.2    Participations in Letters of Credit. . . . . . . . 22
                  2.3.3    Reimbursement Obligations. . . . . . . . . . . . . 22
                  2.3.4    Limitation on Obligations of Issuing Lenders . . . 23
                  2.3.5    Funding by Lenders to Issuing Lenders. . . . . . . 23
         2.4      Commitments Several . . . . . . . . . . . . . . . . . . . . 24
         2.5      Certain Conditions. . . . . . . . . . . . . . . . . . . . . 24

SECTION 3  NOTES EVIDENCING LOANS . . . . . . . . . . . . . . . . . . . . . . 24
         3.1      Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
         3.2      Recordkeeping . . . . . . . . . . . . . . . . . . . . . . . 24

SECTION 4  INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
         4.1      Interest Rates. . . . . . . . . . . . . . . . . . . . . . . 24
         4.2      Interest Payment Dates. . . . . . . . . . . . . . . . . . . 25
         4.3      Setting and Notice of Rates . . . . . . . . . . . . . . . . 25
         4.4      Computation of Interest . . . . . . . . . . . . . . . . . . 25

SECTION 5  FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
         5.1      Commitment Fee. . . . . . . . . . . . . . . . . . . . . . . 25
         5.2      Closing Fee . . . . . . . . . . . . . . . . . . . . . . . . 26
         5.3      Letter of Credit Fees . . . . . . . . . . . . . . . . . . . 26
         5.4      Administrative Agent's Fees . . . . . . . . . . . . . . . . 26

SECTION 6         REDUCTION IN THE COMMITMENT AMOUNT; PREPAYMENTS . . . . . . 26
         6.1      Reductions in the Commitment Amount . . . . . . . . . . . . 26


                                   i

                  6.1.1    Voluntary Reductions of the Commitment Amount. . . 26
                  6.1.2    Mandatory Reductions in the Commitment Amount. . . 27
         6.2      Prepayments . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 7  MAKING AND PRORATION OF PAYMENTS; SETOFF; TAXES. . . . . . . . . . 27
         7.1      Making of Payments. . . . . . . . . . . . . . . . . . . . . 27
         7.2      Application of Certain Payments . . . . . . . . . . . . . . 28
         7.3      Due Date Extension. . . . . . . . . . . . . . . . . . . . . 28
         7.4      Setoff. . . . . . . . . . . . . . . . . . . . . . . . . . . 28
         7.5      Proration of Payments . . . . . . . . . . . . . . . . . . . 28
         7.6      Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

SECTION 8  INCREASED COSTS; SPECIAL PROVISIONS FOR YEN LIBOR LOANS
           AND EURODOLLAR LOANS . . . . . . . . . . . . . . . . . . . . . . . 30
         8.1      Increased Costs . . . . . . . . . . . . . . . . . . . . . . 30
         8.2      Basis for Determining Interest Rate Inadequate or Unfair. . 31
         8.3      Changes in Law Rendering Loans Unlawful . . . . . . . . . . 32
         8.4      Funding Losses. . . . . . . . . . . . . . . . . . . . . . . 33
         8.5      Right of Lenders to Fund through Other Offices. . . . . . . 33
         8.6      Discretion of Lenders as to Manner of Funding . . . . . . . 33
         8.7      Mitigation of Circumstances; Replacement of Affected Lender 33
         8.8      Conclusiveness of Statements; Survival of Provisions. . . . 34

SECTION 9  WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
         9.1      Organization, etc . . . . . . . . . . . . . . . . . . . . . 34
         9.2      Authorization; No Conflict. . . . . . . . . . . . . . . . . 34
         9.3      Financial Condition . . . . . . . . . . . . . . . . . . . . 35
         9.4      No Material Adverse Change. . . . . . . . . . . . . . . . . 35
         9.5      Governmental Authorizations; etc. . . . . . . . . . . . . . 35
         9.6      Title to Property; Leases . . . . . . . . . . . . . . . . . 35
         9.7      Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . 36
         9.8      Compliance with ERISA . . . . . . . . . . . . . . . . . . . 36
         9.9      Litigation; Observance of Agreements, Statutes and Orders . 37
         9.10     Other Statutes. . . . . . . . . . . . . . . . . . . . . . . 37
         9.11     Licenses, Permits, etc. . . . . . . . . . . . . . . . . . . 37
         9.12     Use of Proceeds; Margin Regulations . . . . . . . . . . . . 38
         9.13     Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
         9.14     Existing Indebtedness; Future Liens . . . . . . . . . . . . 38
         9.15     Environmental Matters . . . . . . . . . . . . . . . . . . . 39
         9.16     Information . . . . . . . . . . . . . . . . . . . . . . . . 39

SECTION 10  COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
         10.1     Reports, Certificates and Other Information . . . . . . . . 40


                                         ii

                  10.1.1   Audit Report . . . . . . . . . . . . . . . . . . . 40
                  10.1.2   Quarterly Reports. . . . . . . . . . . . . . . . . 41
                  10.1.3   Compliance Certificates. . . . . . . . . . . . . . 41
                  10.1.4   SEC and Other Reports. . . . . . . . . . . . . . . 42
                  10.1.5   Notice of Default. . . . . . . . . . . . . . . . . 42
                  10.1.6   Notice of ERISA Matters. . . . . . . . . . . . . . 42
                  10.1.7   Notices from Governmental Authority. . . . . . . . 42
                  10.1.8   Management Reports . . . . . . . . . . . . . . . . 43
         10.2     Inspections . . . . . . . . . . . . . . . . . . . . . . . . 43
         10.3     Insurance . . . . . . . . . . . . . . . . . . . . . . . . . 43
         10.4     Compliance with Laws. . . . . . . . . . . . . . . . . . . . 43
         10.5     Maintenance of Existence, etc . . . . . . . . . . . . . . . 44
         10.6     Maintenance of Properties . . . . . . . . . . . . . . . . . 44
         10.7     Payment of Taxes and Claims . . . . . . . . . . . . . . . . 44
         10.8     Security; Execution of Pledge Agreement and Subsidiary
                  Guaranty. . . . . . . . . . . . . . . . . . . . . . . . . . 44
         10.9     Nature of the Business. . . . . . . . . . . . . . . . . . . 46
         10.10    Financial Covenants . . . . . . . . . . . . . . . . . . . . 46
                  10.10.1  Minimum Consolidated Net Worth . . . . . . . . . . 46
                  10.10.2  Minimum Fixed Charges Coverage . . . . . . . . . . 46
         10.11    Limitations on Indebtedness . . . . . . . . . . . . . . . . 46
         10.12    Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
         10.13    Mergers, Consolidations, Sales. . . . . . . . . . . . . . . 49
         10.14    Transactions with Affiliates. . . . . . . . . . . . . . . . 51
         10.15    Restricted Payments . . . . . . . . . . . . . . . . . . . . 51
         10.16    Limitation on Swap Agreements . . . . . . . . . . . . . . . 52
         10.17    Limitation on Margin Stock. . . . . . . . . . . . . . . . . 52
         10.18    Designation of Restricted and Unrestricted Subsidiaries . . 52

SECTION 11  CONDITIONS OF LENDING, ETC. . . . . . . . . . . . . . . . . . . . 53
         11.1     Initial Credit Extension. . . . . . . . . . . . . . . . . . 53
                  11.1.1   Notes. . . . . . . . . . . . . . . . . . . . . . . 53
                  11.1.2   Resolutions. . . . . . . . . . . . . . . . . . . . 53
                  11.1.3   Consents, etc. . . . . . . . . . . . . . . . . . . 53
                  11.1.4   Incumbency and Signature Certificates. . . . . . . 53
                  11.1.5   Subsidiary Guaranty. . . . . . . . . . . . . . . . 53
                  11.1.6   Pledge Agreement . . . . . . . . . . . . . . . . . 53
                  11.1.7   Opinion of Counsel for the Company and the
                           Subsidiary Guarantors. . . . . . . . . . . . . . . 54
                  11.1.8 Closing Certificate. . . . . . . . . . . . . . . . . 54
                  11.1.9 Other. . . . . . . . . . . . . . . . . . . . . . . . 54
         11.2     Conditions. . . . . . . . . . . . . . . . . . . . . . . . . 54
                  11.2.1   Compliance with Warranties, No Default, etc. . . . 54
                  11.2.2   Confirmatory Certificate . . . . . . . . . . . . . 55


                                       iii

SECTION 12  EVENTS OF DEFAULT AND THEIR EFFECT. . . . . . . . . . . . . . . . 55
         12.1     Events of Default . . . . . . . . . . . . . . . . . . . . . 55
                  12.1.1   Non-Payment of the Loans, etc. . . . . . . . . . . 55
                  12.1.2   Non-Compliance with Section 10 . . . . . . . . . . 55
                  12.1.3   Non-Compliance with Provisions of This Agreement . 55
                  12.1.4   Default in Payment of Other Indebtedness . . . . . 56
                  12.1.5   Bankruptcy, Insolvency, etc. . . . . . . . . . . . 56
                  12.1.6   Warranties . . . . . . . . . . . . . . . . . . . . 56
                  12.1.7   Judgments. . . . . . . . . . . . . . . . . . . . . 57
                  12.1.8   Pension Plans. . . . . . . . . . . . . . . . . . . 57
                  12.1.9  Invalidity of Guaranty, etc . . . . . . . . . . . . 57
                  12.1.10  Invalidity of Collateral Documents, etc. . . . . . 57
                  12.1.11  Change of Control. . . . . . . . . . . . . . . . . 57
         12.2     Effect of Event of Default. . . . . . . . . . . . . . . . . 57

SECTION 13  THE ADMINISTRATIVE AGENT. . . . . . . . . . . . . . . . . . . . . 58
         13.1     Appointment and Authorization . . . . . . . . . . . . . . . 58
         13.2     Delegation of Duties. . . . . . . . . . . . . . . . . . . . 59
         13.3     Liability of Administrative Agent . . . . . . . . . . . . . 59
         13.4     Reliance by Administrative Agent. . . . . . . . . . . . . . 59
         13.5     Notice of Default . . . . . . . . . . . . . . . . . . . . . 59
         13.6     Credit Decision . . . . . . . . . . . . . . . . . . . . . . 60
         13.7     Indemnification . . . . . . . . . . . . . . . . . . . . . . 60
         13.8     Administrative Agent in Individual Capacity . . . . . . . . 61
         13.9     Successor Administrative Agent. . . . . . . . . . . . . . . 62
         13.10    Withholding Tax . . . . . . . . . . . . . . . . . . . . . . 62
         13.11    Collateral Matters. . . . . . . . . . . . . . . . . . . . . 64
         13.12    Non-Receipt of Funds by the Administrative Agent. . . . . . 64

SECTION 14  GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
         14.1     Waiver; Amendments. . . . . . . . . . . . . . . . . . . . . 64
         14.2     Confirmations . . . . . . . . . . . . . . . . . . . . . . . 65
         14.3     Notices . . . . . . . . . . . . . . . . . . . . . . . . . . 65
         14.4     Computations. . . . . . . . . . . . . . . . . . . . . . . . 65
         14.5     Regulation U. . . . . . . . . . . . . . . . . . . . . . . . 66
         14.6     Costs, Expenses and Taxes . . . . . . . . . . . . . . . . . 66
         14.7     Subsidiary References . . . . . . . . . . . . . . . . . . . 66
         14.8     Captions. . . . . . . . . . . . . . . . . . . . . . . . . . 66
         14.9     Assignments; Participations . . . . . . . . . . . . . . . . 66
                  14.9.1   Assignments. . . . . . . . . . . . . . . . . . . . 67
                  14.9.2   Participations . . . . . . . . . . . . . . . . . . 68
         14.10    Governing Law . . . . . . . . . . . . . . . . . . . . . . . 68
         14.11    Counterparts. . . . . . . . . . . . . . . . . . . . . . . . 69


                                  iv

         14.12    Successors and Assigns. . . . . . . . . . . . . . . . . . . 69
         14.13    Indemnification by the Company. . . . . . . . . . . . . . . 69
         14.14    Forum Selection and Consent to Jurisdiction . . . . . . . . 69
         14.15    Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . . 70
         14.16  Judgment Currency . . . . . . . . . . . . . . . . . . . . . . 70


SCHEDULE 1            Existing Letters of Credit
SCHEDULE 1.1          Pricing Schedule
SCHEDULE 2.1          Lenders and Percentages
SCHEDULE 9.4          Material Adverse Change
SCHEDULE 9.7          Subsidiaries
SCHEDULE 9.9          Litigation
SCHEDULE 9.11         Licenses; Permits
SCHEDULE 9.14         Existing Indebtedness
SCHEDULE 10.12        Existing Liens
SCHEDULE 10.19        Excluded Letters of Credit
SCHEDULE 14.3         Addresses for Notices

EXHIBIT A             Form of Note
                         (Section 3.1)
EXHIBIT B             Form of Subsidiary Guaranty
                         (Section 1)
EXHIBIT C             Copy of Pledge Agreement
                         (Section 1)
EXHIBIT D             Form of Assignment Agreement
                         (Section 14.9)
EXHIBIT E-1           Copy of Collateral Agency and Intercreditor Agreement
                         (Section 1)
EXHIBIT E-2           Form of Amendment to Collateral Agency and Intercreditor
                       Agreement
                         (Section 11.1)
EXHIBIT F             Form of Subordination Agreement
                         (Section 1)



                                     v

                                        Level I        Level II    Level III
                                        -------        --------    ---------
Eurodollar/Yen LIBOR Margin and fee
for standby Letters of Credit             1.50%         1.75%         2.00%
of Credit

Floating Rate Margin                      0.50%         0.75%         1.00%

Commitment Fee Rate                      0.375%        0.500%        0.625%

                             Amount of
Bank                         Commitment                         Percentage
- ----                        ------------                        ----------

Bank of America, N.A.       $ 30,000,000                           50%
Bank One, Utah, NA          $ 30,000,000                           50%



TOTALS                      $ 60,000,000                          100%