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6,885,909 shares issuable upon the exercise of stock options outstanding as of July 1, 2002 at a weighted average exercise price of $10.13 per share; and

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1,874,451 shares of Class A common stock available for future grant or issuance under our various stock incentive plans.

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(1)

In January 2002, we adopted SFAS No. 142, “Goodwill and Other Intangible Assets.” Assuming no amortization of goodwill for all periods presented, net income would have been $93 million, $68 million and $57 million for each of the years ended December 31, 1999, 2000 and 2001, respectively, and $14 million for the three months ended March 31, 2001.

(2)

The amounts shown represent earnings before interest expense, provision for income taxes and depreciation and amortization. EBITDA is not a measure of financial performance under Generally Accepted Accounting Principles, but is used by some investors to determine a company’s ability to service or incur indebtedness. EBITDA is not calculated in the same manner by all companies and accordingly is not necessarily comparable to similarly entitled measures of other companies and may not be an appropriate measure for performance relative to other companies. EBITDA should not be construed as an indicator of a company’s operating performance or liquidity, and should not be considered in isolation from or as a substitute for net income, cash flows from operations or cash flow data prepared in accordance with Generally Accepted Accounting Principles. EBITDA is not intended to represent and should not be considered more meaningful than, or as an alternative to, measures of operating performance as determined in accordance with Generally Accepted Accounting Principles.

(3)	Active distributors are those distributors who were resident in the countries in which we operated and who purchased products during the three months ended as of the date indicated. An executive distributor is an active distributor who has achieved required personal and group sales volumes.

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adverse publicity regarding us, our products, our distribution channel or our competitors;

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failure to motivate our distributors with new products;

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the public’s perception of our products and their ingredients;

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the public’s perception of our distributors and direct selling businesses in general; and

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general economic and business conditions.

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the legality of network marketing;

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the ingredients or safety of our or our competitors’ products;

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regulatory investigations of us, our competitors and our respective products;

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the actions of our current or former distributors; and

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public perceptions of direct selling businesses generally.

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our possible inability to maintain a reliable technology infrastructure with the necessary speed, data capacity and security, as well as timely development of complementary products such as high-speed modems, for providing reliable Internet access and services;

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the possibility that we may encounter technical problems and delays in deploying planned Internet and technological enhancements, either of which could reduce distributor enthusiasm, increase the costs of these initiatives and negatively impact our revenue;

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our potential inability to adapt to rapidly changing technologies and evolving industry standards and to improve the performance, features and reliability of our services;

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the possibility that new product introductions and initiatives will adversely affect sales of our other products and not generate incremental growth; and

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our potential inability to adapt our systems to new standards or protocols or to manage increased Internet activity levels or increased government regulation, particularly those relating to the liability of online service companies for information carried on or disseminated through their services.

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impose order cancellations, product returns, inventory buy-backs and cooling-off rights for consumers and distributors;

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require us or our distributors to register with governmental agencies;

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impose reporting requirements to regulatory agencies; and/or

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require us to ensure that distributors are not being compensated based upon the recruitment of new distributors.

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reformulate products for a specific market to meet the specific product formulation laws of that country;

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conform product labeling to the regulations in each country; and

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register or qualify products with the applicable government authority or obtain necessary approvals or file necessary notifications for the marketing of our products.

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fluctuations in our quarterly operating results;

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the sale of shares of Class A common stock by our original or significant stockholders;

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general trends in the market for our products;

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acquisitions by us or our competitors;

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economic and/or currency exchange issues in those foreign countries in which we operate;

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changes in estimates of our operating performance or changes in recommendations by securities analysts; and

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general business and political conditions.

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charitable donations in the second year of up to 500,000 shares in the aggregate by the selling stockholders to a charitable organization;

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transfers of common stock to selling stockholders from fixed charitable remainder trusts established by the selling stockholder;

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transfers of common stock to immediate family members or related persons or estate planning entities who agree to be bound by the terms of this two-year lock-up agreement;

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sales of shares of which the selling stockholder is deemed to have beneficial ownership but whose interest presents no opportunity to profit from the shares being sold; and

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transfers of shares by lenders under an existing pledge of shares as security for a loan of approximately $20 million to Nedra D. Roney in the case of a default under the loan or in connection with a refinancing thereof.

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our publicly-stated five-year goals for revenue, operating margins and distributor growth, which are in our 2001 annual report to stockholders;

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the expansion of our market share in our current markets;

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our entrance into new markets;

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the development of new products and new product lines designed for our network marketing distribution channel and tailored to appeal to the particular needs of consumers in specific markets;

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the stimulation of product sales by introducing new products and reintroducing existing products with improvements;

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the creation of innovative, premium-quality products through the research and development capabilities of Pharmanex;

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the establishment of relationships with major universities and research centers to assist in nutritional product development and testing;

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the enhancement and expansion of Big Planet’s Internet services and devices, web site development and hosting, online shopping and telecommunications products and services;

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the promotion of distributor growth, retention and leadership through local market initiatives;

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the upgrading of our technological resources to support distributors, including using the Internet in distributing products;

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the utilization of technological advancements to improve our direct selling efforts;

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the receipt of regulatory approvals for our products and network marketing distribution model;

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our belief that we could produce or source Nu Skin personal care products from other suppliers without great difficulty;

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our belief that we could replace the primary suppliers to our Pharmanex division without great difficulty;

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our plans to significantly increase the number of our stores in China and the anticipation that the restrictions on direct selling activities in that country will be lifted by December 2004;

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our belief that the direct selling model utilized by a recently acquired company can be developed into a model that will help us compete in Third World markets;

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our belief that China and Eastern Europe will be among the fastest growing direct selling regions in the world; and

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our belief that we are in material compliance with applicable laws and regulations.

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5,410,271 shares issuable upon the exercise of stock options outstanding as of March 31, 2002 at a weighted average exercise price of $12.90 per share; and

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2,124,451 shares of Class A common stock available for future grant or issuance under our stock incentive plans.

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(1)	Minority interest represents the ownership interests in Nu Skin International held by individuals who are not immediate family members of the majority-interest holders. We purchased the minority interest as part of the acquisition of Nu Skin International.

(2)

For 1997, net income includes a one-time charge of $18 million related to the non-cash and non-recurring expenses associated with stock option grants made to our distributors in connection with our initial public offering. For 1998, net income includes a non-recurring charge of $22 million due to the step-up of inventory as a result of our acquisition of Nu Skin International and a non-recurring charge of $14 million due to the write-off of in-process research and development as a result of our acquisition of Pharmanex. In January 2002, the Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets.” Assuming no amortization of goodwill for all periods presented, net income would have been $121 million, $107 million, $93 million, $68 million and $57 million for each of the years ended December 31, 1997, 1998, 1999, 2000 and 2001, respectively, and $14 million for the three months ended March 31, 2001.

(3)

The amounts shown represent earnings before interest expense, provision for income taxes and depreciation and amortization. EBITDA is not a measure of financial performance under Generally Accepted Accounting Principles, but is used by some investors to determine a company’s ability to service or incur indebtedness. EBITDA is not calculated in the same manner by all companies and accordingly is not necessarily comparable to similarly entitled measures of other companies and may not be an appropriate measure for performance relative to other companies. EBITDA should not be construed as an indicator of a company’s operating performance or liquidity, and should not be considered in isolation from or as a substitute for net income, cash flows from operations or cash flow data prepared in accordance with Generally Accepted Accounting Principles. EBITDA is not intended to represent and should not be considered more meaningful than, or as an alternative to, measures of operating performance as determined in accordance with Generally Accepted Accounting Principles.

(4)	Active distributors are those distributors who were resident in the countries in which we operated and who purchased products during the three months ended as of the date indicated. An executive distributor is an active distributor who has achieved required personal and group sales volumes.

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(1)	Operating leases includes corporate office and warehouse space with two related party entities, which totaled $3.3 million for the year ended December 31, 2001 and is $19.8 million of the total operating lease commitment.

(2)	We enter into ordinary purchase, supply and consulting or other contracts as part of our ongoing operations. As of March 31, 2002, we had no material unconditional purchase obligations or other long-term obligations.

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(1)	As of June 10, 2002, the exchange rate of U.S. $1 into the Japanese yen was approximately 124.1.

(2)	We commenced operations in Singapore during the fourth quarter of 2000.

(3)	We commenced operations in Malaysia during the fourth quarter of 2001.

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(1)

In 2001, over 83% of our sales were transacted in foreign currencies that are converted to U.S. dollars for financial reporting purposes at weighted average exchange rates. The revenue reported above, therefore, masks local currency revenue growth during 2001 because of foreign currency fluctuations. Foreign currency fluctuations negatively impacted reported revenue in 2001 by 9% compared to 2000 and positively impacted reported revenue in 2000 by 4% compared to 1999.

(2)

We acquired Big Planet in July 1999. Accordingly, the table above only reflects revenue for the period during which we owned Big Planet (i.e., from and after July 13, 1999). Big Planet’s revenue for the year ended December 31, 1999 was $22 million. In addition, Big Planet includes revenue from our professional employer organization in 2000 and 2001.

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Selection.    Conducting a scientific review of research and databases in connection with the selection of potential products and ingredients, and determining the authenticity, usefulness and safety standards for potential products and ingredients.

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Sourcing.    Investigating potential sources, evaluating the quality of sources and performing botanical and chemical evaluations where appropriate.

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Structure.    Determining the structural profile of natural compounds and active ingredients.

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Standardization.    Standardizing the product dosage of its biologically relevant active ingredients.

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Safety.    Assessing safety from available research and, where necessary, performing additional tests such as microbial tests and chemical analyses for toxins and heavy metals.

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Substantiation.    Reviewing documented pre-clinical and clinical trials and, where necessary and appropriate, initiating studies and clinical trials sponsored by Pharmanex.

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distributors can educate consumers about our products in person, which we believe is more effective for premium-quality, differentiated products than using television and print advertisements;

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direct sales allow for actual product testing by potential customers;

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there is greater opportunity for distributor and customer testimonials; and

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as compared to other distribution methods, our distributors can provide customers higher levels of service and attention by, among other things, following up on sales to ensure proper product usage and customer satisfaction and to encourage repeat purchases.

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(1)	North America was not part of our operations until March 1999 when we terminated our license agreement with one of our private affiliates, thereby acquiring their North American operations.

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through retail markups on sales of products purchased by distributors at wholesale; and

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through a series of commissions on product sales.

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achieving at least 100 points, which is approximately $100, in personal sales volume per month;

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documenting retail sales or customer connections to established numbers of retail customers; and

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selling and/or consuming at least 80% of personal sales volume.

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impose cancellation/product return, inventory buy backs and cooling off rights for consumers and distributors;

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require us or our distributors to register with governmental agencies;

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impose reporting requirements; and/or

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impose upon us requirements, such as requiring distributors to maintain levels of retail sales to qualify to receive commissions, to ensure that distributors are being compensated for sales of products and not for recruiting new distributors.

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These facilities are leased from related parties.

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each person (or group of affiliated persons) who is known by us to own beneficially more than 5% of the outstanding shares of either our Class A common stock or our Class B common stock;

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each of our directors;

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our chief executive officer and each of our four next most highly compensated executive officers;

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each selling stockholder; and

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all executive officers and directors as a group.

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Less than 1%.

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†

The following table sets forth the pecuniary interest in the shares being offered by our executive officers, their spouses and children and any trusts or foundations for which any of them is a beneficiary. We have presented this information in an effort to clarify our executive officers’ economic interest in this offering. Accordingly, the following table is provided for clarification purposes only:

(1)

Each share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock and each share of Class B common stock is automatically converted into one share of Class A common stock upon the transfer of the share of Class B common stock to any person who is not a Permitted Transferee as defined in our certificate of incorporation. Shares to be sold in the offering exclude shares which may be sold by the selling stockholders to the underwriters upon exercise of the over-allotment option. Shares of the over-allotment option will be purchased from the selling stockholders as follows: BMR NS-Holdings, LLC—518,265 shares; Nedra D. Roney—469,486 shares; Sandra N. Tillotson—415,967 shares; RCB NS-Holdings, LLC—311,637 shares; Craig S. Tillotson—311,637 shares; SJL NS-Holdings, LLC—261,504 shares; and BBR NS-Holdings, LLC—261,504 shares.

(2)	Assumes the completion of various charitable contributions of 992,058 shares prior to closing. In addition, immediately prior to the offering, some of the selling stockholders will convert shares of Class B common stock to Class A common stock to be sold in the offering.

(3)

Includes 4,504,205 shares of Class A common stock and 15,203,070 shares of Class B common stock held by BMR NS-Holdings, LLC, a family limited liability company in which Blake M. Roney has sole voting and investment control over 50% of the securities and may be deemed to share voting and investment control over the other 50% with his spouse, Nancy L. Roney. Also includes 307,220 shares of Class B common stock held indirectly by Blake M. and Nancy L. Roney as co-trustees of a private foundation with respect to which they share voting and investment power; and 176,165 shares of Class B common stock held indirectly by Blake M. Roney as trustee of The S and K Lund Trust and The B and D Roney Trust with respect to which he has sole voting and investment power.

(4)	Includes 100,000 shares of Class B common stock held indirectly as co-trustee of a private foundation with respect to which Ms. Roney shares voting and investment power and 122,000 shares of Class A common stock held by a public charity for which Ms. Roney is a member of the Board of Trustees.

(5)

Includes 250,000 shares of Class A common stock held indirectly as trustee of The Sandra N. Tillotson Fixed Charitable Trust and with respect to which Ms. Tillotson has sole voting and investment power; 25,000 shares of Class A common stock and 20,000 shares of Class B common stock held indirectly as co-trustee of The Sandra N. Tillotson Foundation, a private foundation with respect to which she shares voting and investment power; and 500,000 shares of Class B common stock held indirectly as manager of a limited liability company and with respect to which she has sole voting and investment power.

(6)

Includes 60,000 shares of Class A common stock and 52,500 shares of Class B common stock held indirectly as trustee of The Craig S. Tillotson Fixed Charitable Trust with respect to which Mr. Tillotson has sole voting and investment power 118,166 shares of Class A common stock held indirectly as co-trustee and with respect to which he shares voting and investment power; 30,000 shares of Class A common stock and 31,600 shares of Class B common stock held indirectly as co-trustee of The Craig Tillotson Foundation with respect to which he shares voting and investment power; and 1,000,000 shares of Class B common stock held indirectly as manager of a limited liability company and with respect to which he has sole voting and investment power.

(7)

Includes 816,007 shares of Class A common stock and 3,785,241 shares of Class B common stock held by RCB NS-Holding, LLC, a family limited liability company in which Mr. Bryson has sole voting and investment control over 50% of the securities and may be deemed to share voting and investment control over the other 50% with his spouse, Kathleen Bryson; and 73,800 shares of Class A common stock held indirectly as co-trustee of The Bryson Fixed Charitable Trust with respect to which he shares voting and investment power with his spouse; and 19,000 shares of Class A common stock and 33,500 shares of Class B common stock held indirectly as co-trustees of The Bryson Foundation, with respect to which he shares voting and investment power with his spouse.

(8)

Includes 565,610 shares of Class A common stock and 2,519,751 shares of Class B common stock held by SJL NS-Holdings, LLC, a family limited liability company in which Mr. Lund retains voting and investment control over 50% of the securities and may be deemed to share voting and investment control with his spouse, Kalleen Lund, with respect to the other 50%; 51,280 shares of Class A common stock and 14,371 shares of Class B common stock held indirectly as co-trustee of The Steven and Kalleen Lund Fixed Charitable Trust and The Steven and Kalleen Lund Foundation with respect to which he shares voting and investment power with his spouse; and 102,762 shares of Class B common stock held indirectly as trustee of The C & K Trust with respect to which he has sole voting and investment power.

(9)

Includes 509,337 shares of Class A common stock and 2,642,665 shares of Class B common stock held by BBR NS-Holdings, LLC, a family limited liability company in which Mr. Roney retains voting and investment control over 50% of the securities and may be deemed to share voting and investment control with his spouse, Denise Roney, with respect to the other 50%; and 21,441 shares of Class A common stock and 32,657 shares of Class B common stock held indirectly as co-trustee of a private foundation with respect to which he shares voting and investment power with his spouse.

(10)	Includes 24,000 shares of Class A common stock that may be acquired by Mr. Pinegar pursuant to presently exercisable non-qualified stock options.

(11)	Includes 30,000 shares of Class A common stock that may be acquired by each of Mr. Campbell, Mr. Garn and Ms. Hawkins pursuant to presently exercisable non-qualified stock options.

(12)	Includes 25,000 shares of Class A common stock that may be acquired by Mr. Lipman pursuant to presently exercisable non-qualified stock options.

(13)	Includes 90,000 shares of Class A common stock that may be acquired by Mr. Bamba pursuant to presently exercisable non-qualified stock options.

(14)	Includes 413,684 shares of Class A common stock held by his spouse, Melanie Roney, over which he may be deemed to share voting and investment control.

(15)	Includes 6,459 shares of Class B common stock held as trustee of The All R’s Trust—Rick Roney and 88,092 shares of Class B common stock held indirectly as trustee of The K and M Roney Trust with respect to which he has sole voting and investment power.

(16)	Includes 2,400,000 shares of Class B common stock held indirectly as manager of four limited liability companies, including K & M Rhino Company, L.C. and S & K Rhino Company, L.C., with respect to which he has sole voting and investment power.

(17)	Includes 1,098,780 shares of Class A common stock that may be acquired upon exercise of options exercisable within 60 days.

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the proposed transaction is approved by a vote of not less than a majority of our directors who are neither affiliated nor associated with the related person, or the seller of shares to the related person as described above; or

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in the case of a transaction pursuant to which the holders of common stock are entitled to receive cash, property, securities or other consideration, the cash or fair market value of the property, securities or other consideration to be received per share in the transaction is not less than the higher of (A) the highest price per share paid by the related person for any of its holdings of common stock within the two-year period immediately prior to the announcement of the proposed transaction or (B) the highest closing sale price during the 30-day period immediately preceding that date or during the 30-day period immediately preceding the date on which the related person became a related person, whichever is higher.

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a citizen or resident of the United States;

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a corporation or partnership created or organized in or under the laws of the United States or any political subdivision thereof;

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an estate the income of which is subject to United States federal income taxation regardless of its source; or

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a trust if it (x) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (y) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

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receipt and acceptance of our common stock by the underwriters; and

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the right to reject orders in whole or in part.

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charitable donations in the second year of up to 500,000 shares in the aggregate by the selling stockholders to a charitable organization;

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transfers of common stock to selling stockholders from fixed charitable remainder trusts established by the selling stockholder;

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transfers of common stock to immediate family members or related persons or estate planning entities who agree to be bound by the terms of this two-year lock-up agreement;

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sales of shares of which the selling stockholder is deemed to have beneficial ownership but whose interest presents no opportunity to profit from the shares being sold; and

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transfers of shares by lenders under an existing pledge of shares as security for a loan of approximately $20 million to Nedra D. Roney in the case of a default under the loan or in connection with a refinancing thereof.

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stabilizing transactions;

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short sales;

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syndicate covering transactions;

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imposition of penalty bids; and

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purchases to cover positions created by short sales.

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our annual report on Form 10-K for the fiscal year ended December 31, 2001, including the portions of our definitive proxy statement incorporated by reference therein;

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our quarterly report on Form 10-Q for the three months ended March 31, 2002; and

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Item 5 of our current report on Form 8-K filed on July 17, 2002.

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*	Previously filed.

                                                                     Exhibit 1.1


                                17,000,000 Shares

                            Nu Skin Enterprises, Inc.

                              Class A Common Stock


                             Underwriting Agreement

                                  July __, 2002



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Section 1. Representations and Warranties. ......................................................   2
        A. Representations and Warranties of the Company ........................................   2
(a) Compliance with Registration Requirements ...................................................   2
(b) Incorporated Documents ......................................................................   3
(c) Independent Accountants .....................................................................   3
(d) Financial Statements ........................................................................   3
(e) No Material Adverse Change ..................................................................   3
(f) Good Standing of the Company ................................................................   4
(g) Good Standing of Subsidiaries ...............................................................   4
(h) Capitalization ..............................................................................   4
(i) Authorization of Agreement ..................................................................   4
(j) Authorization and Description of Securities .................................................   4
(k) Absence of Defaults and Conflicts ...........................................................   4
(l) Absence of Labor Dispute ....................................................................   5
(m) Absence of Proceedings ......................................................................   5
(n) Accuracy of Exhibits ........................................................................   5
(o) Possession of Intellectual Property .........................................................   5
(p) Absence of Further Requirements .............................................................   6
(q) Possession of Licenses and Permits ..........................................................   6
(r) Title to Property ...........................................................................   6
(s) Environmental Laws ..........................................................................   6
(t) Registration Rights .........................................................................   7
(u) Certain Transactions ........................................................................   7
(v) Company's Accounting System .................................................................   7
        B. Representations and Warranties of the Selling Stockholders ...........................   7
(a) Accurate Disclosure .........................................................................   7
(b) Authorization of Agreements .................................................................   8
(c) Valid Title .................................................................................   8
(d) Due Execution of Power of Attorney and Custody Agreement ....................................   8
(e) Absence of Manipulation .....................................................................   9
(f) Absence of Further Requirements .............................................................   9
(g) Certificates Suitable for Transfer ..........................................................   9
(h) No Association with NASD ....................................................................   9
        C. Officer's Certificate ................................................................   9
Section 2. Purchase, Sale and Delivery of the Common Shares. ....................................   9
(a) The Firm Common Shares ......................................................................   9
(b) The First Closing Date ......................................................................   9
(c) The Optional Common Shares; the Second Closing Date .........................................  10
(d) Public Offering of the Common Shares ........................................................  10
(e) Payment for the Common Shares ...............................................................  11
(f) Delivery of the Common Shares ...............................................................  11
(g) Delivery of Prospectus to the Underwriters ..................................................  11
Section 3. Additional Covenants. ................................................................  11
        A. Covenants of the Company .............................................................  11
(a) Representatives' Review of Proposed Amendments and Supplements ..............................  12
(b) Securities Act Compliance ...................................................................  12
(c) Amendments and Supplements to the Prospectus and Other Securities Act Matters ...............  12
(d) Copies of any Amendments and Supplements to the Prospectus ..................................  12
(e) Blue Sky Compliance .........................................................................  12


                                       i



                                                                                                     
(f) Transfer Agent ...................................................................................  13
(g) Earnings Statement ...............................................................................  13
(h) Periodic Reporting Obligations ...................................................................  13
(i) Company to Provide Interim Financial Statements ..................................................  13
(j) Exchange Act Compliance ..........................................................................  13
(k) Agreement Not to Offer or Sell Additional Securities .............................................  13
(l) Future Reports to the Representative .............................................................  13
        B. Covenants of the Selling Stockholders .....................................................  14
(a) Delivery of Forms W-8 and W-9 ....................................................................  14
Section 4. Payment of Expenses .......................................................................  14
Section 5. Conditions of the Obligations of the Underwriters .........................................  15
(a) Accountants' Comfort Letter ......................................................................  15
(b) Compliance with Registration Requirements; No Stop Order; No Objection
from NASD ............................................................................................  15
(c) No Material Adverse Change .......................................................................  16
(d) Opinion of Counsel for the Company ...............................................................  16
(e) Opinion of General Counsel of  the Company .......................................................  16
(f) Opinion of Counsel for the Underwriters ..........................................................  16
(g) Opinion of Japanese Counsel for the Company ......................................................  16
(h) Officers' Certificate ............................................................................  16
(i) Bring-down Comfort Letter ........................................................................  17
(j) Opinion of Counsel for the Selling Stockholders ..................................................  17
(k) Selling Stockholders' Certificate ................................................................  17
(l) Selling Stockholders' Documents ..................................................................  17
(m) Lock-Up Agreement from Certain Securityholders of the Company Other Than
Selling Stockholders .................................................................................  17
(n) Lock-up Agreement from the Selling Stockholders ..................................................  17
(o) Additional Documents .............................................................................  18
Section 6. Reimbursement of Underwriters' Expenses ...................................................  18
Section 7. This Section Intentionally Left Blank .....................................................  18
Section 8. Indemnification. ..........................................................................  18
(a) Indemnification of the Underwriters ..............................................................  18
(b) Indemnification of the Company, its Directors and Officers and Selling Stockholders ..............  21
(c) Actions Against Parties: Notification ............................................................  21
(d) Settlement without Consent if Failure to Reimburse ...............................................  22
(e) Other Agreements with Respect to Indemnification .................................................  22
Section 9. Contribution ..............................................................................  22
Section 10. Default of One or More of the Several Underwriters .......................................  23
Section 11. Termination of this Agreement ............................................................  24
Section 12. Representations and Indemnities to Survive Delivery ......................................  24
Section 13. Notices ..................................................................................  24
Section 14. Successors ...............................................................................  26
Section 15. Partial Unenforceability .................................................................  26
Section 16. Governing Law Provisions .................................................................  26
Section 17. Failure of One or More of the Selling Stockholders to Sell and
        Deliver Common Shares ........................................................................  26
Section 18. General Provisions .......................................................................  27


                                       ii



                             Underwriting Agreement

                                                                   July __, 2002

BANC OF AMERICA SECURITIES LLC
MERRILL LYNCH, PIERCE, FENNER &
  SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED
As Representatives of the several Underwriters
c/o BANC OF AMERICA SECURITIES LLC
600 Montgomery Street
San Francisco, California  94111


Ladies and Gentlemen:

          Introductory. The stockholders of Nu Skin Enterprises, Inc., a
    Delaware corporation (the "Company), named in Schedule B (collectively, the
    "Selling Stockholders") severally propose to sell to the underwriters named
    in Schedule A (the "Underwriters") an aggregate of 17,000,000 shares (the
    "Firm Common Shares") of the Class A Common Stock, par value $.001 per share
    (the "Common Stock"), of the Company. In addition, the Selling Stockholders
    have severally granted to the Underwriters an option to purchase up to an
    additional 2,550,000 shares (the "Optional Common Shares") of Common Stock,
    as provided in Section 2, each Selling Stockholder selling up to the amount
    set forth opposite such Selling Stockholder's name in Schedule B. The Firm
    Common Shares and, if and to the extent such option is exercised, the
    Optional Common Shares are collectively called the "Common Shares". Banc of
    America Securities LLC ("BAS"), Merrill Lynch, Pierce, Fenner & Smith
    Incorporated ("Merrill Lynch") and Morgan Stanley & Co. Incorporated
    ("Morgan Stanley") have agreed to act as representatives of the several
    Underwriters (in such capacity, the "Representatives") in connection with
    the offering and sale of the Common Shares.

          The Company has prepared and filed with the Securities and Exchange
    Commission (the "Commission") a registration statement on Form S-3 (File No.
    333-90716), which contains a form of prospectus to be used in connection
    with the public offering and sale of the Common Shares. Such registration
    statement, as amended, including the financial statements, exhibits and
    schedules thereto, in the form in which it was declared effective by the
    Commission under the Securities Act of 1933 and the rules and regulations
    promulgated thereunder (collectively, the "Securities Act"), including all
    documents incorporated or deemed to be incorporated by reference therein or
    any information deemed to be a part thereof at the time of effectiveness
    pursuant to Rule 430A or Rule 434 under the Securities Act or the Securities
    Exchange Act of 1934 and the rules and regulations promulgated thereunder
    (collectively, the "Exchange Act"), is called the "Registration Statement".
    Any registration statement filed by the Company pursuant to Rule 462(b)
    under the Securities Act is called the "Rule 462(b) Registration Statement",
    and from and after the date and time of filing of the Rule 462(b)
    Registration Statement the term "Registration Statement" shall include the
    Rule 462(b) Registration Statement. Such prospectus, in the form first used
    by the Underwriters to confirm sales of the Common Shares, is called the
    "Prospectus"; provided, however, if the Company has, with the consent of BAS
    and Merrill Lynch (the



    "Joint Book-Runners"), elected to rely upon Rule 434 under the Securities
    Act, the term "Prospectus" shall mean the Company's prospectus subject to
    completion (each, a "preliminary prospectus") dated July 8, 2002 (such
    preliminary prospectus is called the "Rule 434 preliminary prospectus"),
    together with the applicable term sheet (the "Term Sheet") prepared and
    filed by the Company with the Commission under Rules 434 and 424(b) under
    the Securities Act and all references in this Agreement to the date of the
    Prospectus shall mean the date of the Term Sheet. All references in this
    Agreement to the Registration Statement, the Rule 462(b) Registration
    Statement, a preliminary prospectus, the Prospectus or the Term Sheet, or
    any amendments or supplements to any of the foregoing, shall include any
    copy thereof filed with the Commission pursuant to its Electronic Data
    Gathering, Analysis and Retrieval System ("EDGAR").

          All references in this Agreement to financial statements and schedules
    and other information which is "contained," "included" or "stated" in the
    Registration Statement or the Prospectus (and all other references of like
    import) shall be deemed to mean and include all such financial statements
    and schedules and other information which is or is deemed to be incorporated
    by reference in the Registration Statement or the Prospectus, as the case
    may be; and all references in this Agreement to amendments or supplements to
    the Registration Statement or the Prospectus shall be deemed to mean and
    include the filing of any document under the Exchange Act which is or is
    deemed to be incorporated by reference in the Registration Statement or the
    Prospectus, as the case may be.

                      The Company and each of the Selling Stockholders hereby
     confirm their respective agreements with the Underwriters as follows:

              Section 1.  Representations and Warranties.

     A. Representations and Warranties of the Company. The Company hereby
represents and warrants as of the date hereof, to each Underwriter as follows:

     (a) Compliance with Registration Requirements. Each of the Registration
Statement and any Rule 462(b) Registration Statement has become effective under
the Securities Act and no stop order suspending the effectiveness of the
Registration Statement or any Rule 462(b) Registration Statement has been issued
and no proceedings for such purpose have been instituted or are pending or, to
the knowledge of the Company, are contemplated by the Commission.

          The Company meets the requirements for use of Form S-3 under the
    Securities Act and at the respective times the Registration Statement, any
    Rule 462(b) Registration Statement and any post-effective amendment thereto,
    at the time it became effective, at the First Closing Date (and, if any
    Option Common Shares are purchased, at the Second Closing Date) and during
    the Prospectus Delivery Period, as defined in Section 3(A)(a) below,
    complied and will comply at these times in all material respects with the
    Securities Act and did not and will not contain any untrue statement of a
    material fact or omit to state a material fact required to be stated therein
    or necessary to make the statements therein not misleading. The Prospectus,
    as amended or supplemented, as of its date, at the First Closing Date (and,
    if any Option Common Shares are purchased, at the Second Closing Date) and
    during the Prospectus Delivery Period, as defined in Section 3(A)(a) below,
    did not and will not contain any untrue statement of a material fact or omit
    to state a material fact necessary in order to make the statements therein,
    in the light of the circumstances under which they were made, not
    misleading. If Rule 434 under the Securities Act is used, the Company will
    comply with

                                       2



    the requirements of Rule 434 under the Securities Act and the Prospectus
    shall not be "materially different", as such term is used in Rule 434 under
    the Securities Act, from the prospectus included in the Registration
    Statement at the time it became effective. The representations and
    warranties set forth in this subsection do not apply to statements in or
    omissions from the Registration Statement, any Rule 462(b) Registration
    Statement, or any post-effective amendment thereto, or the Prospectus, or
    any amendments or supplements thereto, made in reliance upon and in
    conformity with information relating to any Underwriter furnished to the
    Company in writing by the Representatives expressly for use therein.

          Each preliminary prospectus and the Prospectus when filed complied in
    all material respects with the Securities Act and, if filed by electronic
    transmission pursuant to EDGAR (except as may be permitted by Regulation S-T
    under the Securities Act), was identical to the copy thereof delivered to
    the Underwriters for use in connection with the offer and sale of the Common
    Shares.

       (b) Incorporated Documents. The documents incorporated or deemed to be
    incorporated by reference in the Registration Statement and the Prospectus,
    at the time they were or hereafter are filed with the Commission, complied
    and will comply in all material respects with the requirements of the
    Exchange Act, and, when read together with the other information in the
    Prospectus, at the time the Registration Statement became effective, at the
    time the Prospectus was issued and at the First Closing Date and the Second
    Closing Date, as the case may be, did not and will not contain an untrue
    statement of a material fact or omit to state a material fact required to be
    stated therein or necessary to make the statements therein not misleading.

       (c) Independent Accountants. The accountants who certified the financial
    statements and supporting schedules included or incorporated by reference in
    the Registration Statement are independent public accountants as required by
    the Securities Act.

       (d) Financial Statements. The financial statements included in the
    Registration Statement and the Prospectus, together with the related
    schedules and notes, present fairly the financial position of the Company
    and its subsidiaries (the "Subsidiaries") at the dates indicated and the
    statement of operations, stockholders' equity and cash flows of the Company
    and its Subsidiaries for the periods specified; said financial statements
    have been prepared in conformity with generally accepted accounting
    principles in the United States ("GAAP") applied on a consistent basis
    throughout the periods involved. The supporting schedules included in the
    Registration Statement present fairly in accordance with GAAP the
    information required to be stated therein. The selected financial data and
    the summary financial information included in the Prospectus present fairly
    the information shown therein and have been compiled on a basis consistent
    with that of the audited financial statements included in the Registration
    Statement.

       (e) No Material Adverse Change. Since the respective dates as of which
    information is given in the Registration Statement and the Prospectus,
    except as otherwise stated therein, (i) there has been no material adverse
    change in the condition, financial or otherwise, or in the earnings,
    business affairs or business prospects of the Company and its Subsidiaries
    considered as one enterprise, whether or not arising in the ordinary course
    of business (a "Material Adverse Change"), (ii) there have been no
    transactions entered into by the Company or any of the Subsidiaries, other
    than those in the ordinary course of business, which are material with
    respect to the Company and its Subsidiaries considered as one

                                       3



    enterprise, and (iii) there has been no dividend or distribution of any kind
    declared, paid or made by the Company on any class of its capital stock.

       (f) Good Standing of the Company. The Company has been duly organized and
    is validly existing as a corporation in good standing under the laws of the
    State of Delaware and has corporate power and authority to own, lease and
    operate its properties and to conduct its business as described in the
    Prospectus and to enter into and perform its obligations under this
    Agreement; the Company is duly qualified as a foreign corporation to
    transact business and is in good standing in each other jurisdiction in
    which such qualification is required, whether by reason of the ownership or
    leasing of property or the conduct of business, except where the failure so
    to qualify or to be in good standing would not result in a Material Adverse
    Change.

       (g) Good Standing of Subsidiaries. Each of the Subsidiaries has been duly
    organized and is validly existing as a corporation in good standing (or has
    such comparable corporate status as may be applicable in its jurisdiction of
    incorporation) under the laws of the jurisdiction of its incorporation, has
    corporate power and authority to own, lease and operate its properties and
    to conduct its business as described in the Prospectus and is duly qualified
    as a foreign corporation to transact business and is in good standing in
    each jurisdiction in which such qualification is required, whether by reason
    of the ownership or leasing of property or the conduct of business, except
    where the failure so to qualify or to be in good standing would not result
    in a Material Adverse Change; except as otherwise disclosed in the
    Registration Statement, all of the issued and outstanding capital stock of
    each such Subsidiary has been duly authorized and validly issued, is fully
    paid and non-assessable and owned by the Company directly, free and clear of
    any security interest, mortgage, pledge, lien, encumbrance, claim or equity;
    none of the outstanding shares of capital stock of any Subsidiary was issued
    in violation of the preemptive or similar rights of any securityholder of
    such Subsidiary.

       (h) Capitalization. The authorized, issued and outstanding capital stock
    of the Company is as set forth in the Prospectus under the caption
    "Capitalization".

       (i) Authorization of Agreement. This Agreement has been duly authorized,
    executed and delivered by the Company.

       (j) Authorization and Description of Securities. The shares of issued and
    outstanding capital stock of the Company, including the Common Shares, have
    been duly authorized and validly issued and are fully paid and
    non-assessable; none of the outstanding shares of capital stock, including
    the Common Shares, was issued in violation of the preemptive or other
    similar rights of any securityholder of the Company; the Common Shares
    conform to all statements relating thereto contained in the Prospectus and
    such description conforms to the rights set forth in the instruments
    defining the same; no holder of the Common Shares will be subject to
    personal liability by reason of being such a holder.

       (k) Absence of Defaults and Conflicts. Neither the Company nor any of its
    Subsidiaries is in violation of its charter or by-laws or comparable
    governing documents or in default in the performance or observance of any
    obligation, agreement, covenant or condition contained in any contract,
    indenture, mortgage, deed of trust, loan or credit agreement, note, lease or
    other agreement or instrument to which the Company or any of its
    Subsidiaries is a party or by which it or any of them may be bound, or to
    which any of the property or assets of the Company or any Subsidiary is
    subject (collectively, "Agreements and Instruments") except

                                       4



    for such defaults that would not result in a Material Adverse Change; and
    the execution, delivery and performance of this Agreement and the
    consummation of the transactions contemplated in this Agreement and in the
    Registration Statement and compliance by the Company with its obligations
    under this Agreement have been duly authorized by all necessary corporate
    action and do not and will not, whether with or without the giving of
    notice or passage of time or both, conflict with or constitute a breach of,
    or default or Repayment Event (as defined below) under, or result in the
    creation or imposition of any lien, charge or encumbrance upon any property
    or assets of the Company or any Subsidiary pursuant to, the Agreements and
    Instruments (except for such conflicts, breaches or defaults or liens,
    charges or encumbrances that would not result in a Material Adverse
    Change), nor will such action result in any violation of the provisions of
    the charter or by-laws of the Company or comparable governing documents of
    any Subsidiary or any applicable law, statute, rule, regulation, judgment,
    order, writ or decree of any government, government instrumentality or
    court, domestic or foreign, having jurisdiction over the Company or any
    Subsidiary or any of their assets, properties or operations. As used
    herein, a "Repayment Event" means any event or condition which gives the
    holder of any note, debenture or other evidence of indebtedness (or any
    person acting on such holder's behalf) the right to require the repurchase,
    redemption or repayment of all or a portion of such indebtedness by the
    Company or any Subsidiary.

       (l) Absence of Labor Dispute. No labor dispute with the employees or
    distributors of the Company or any of its affiliates exists or, to the
    knowledge of the Company, is imminent, and the Company is not aware of any
    existing or imminent labor disturbance by the employees of any of its or any
    Subsidiary's principal suppliers, manufacturers, customers or contractors,
    which, in either case, may reasonably be expected to result in a Material
    Adverse Change.

       (m) Absence of Proceedings. There is no action, suit, proceeding, inquiry
    or investigation before or brought by any court or governmental agency or
    body, domestic or foreign, now pending, or, to the knowledge of the Company,
    threatened, against or affecting the Company or any Subsidiary, which is
    required to be disclosed in the Registration Statement (other than as
    disclosed therein), or which would reasonably be expected by the Company to
    result in a Material Adverse Change, or which would reasonably be expected
    by the Company to materially and adversely affect the properties or assets
    thereof or the consummation of the transactions contemplated in this
    Agreement or the performance by the Company of its obligations hereunder or
    thereunder; the aggregate of all pending legal or governmental proceedings
    to which the Company or any Subsidiary is a party or of which any of their
    respective property or assets is the subject which are not described in the
    Registration Statement, including ordinary routine litigation incidental to
    the business, is not reasonably expected to result in a Material Adverse
    Change.

       (n) Accuracy of Exhibits. There are no contracts or documents which are
    required to be described in the Registration Statement or the Prospectus or
    to be filed as exhibits thereto which have not been so described and filed
    as required.

       (o) Possession of Intellectual Property. The Company and its Subsidiaries
    own or possess, or can acquire on reasonable terms, adequate patents, patent
    rights, licenses, inventions, copyrights, know-how (including trade secrets
    and other unpatented and/or unpatentable proprietary or confidential
    information, systems or procedures), trademarks, service marks, trade names
    or other intellectual property (collectively, "Intellectual Property")
    necessary to carry on the business now operated by them, and neither the
    Company nor any of its Subsidiaries has received any notice or is otherwise
    aware of any

                                       5



    infringement of or conflict with asserted rights of others with respect to
    any Intellectual Property or of any facts or circumstances which would
    render any Intellectual Property invalid or inadequate to protect the
    interest of the Company or any of its Subsidiaries therein, and which
    infringement or conflict (if the subject of any unfavorable decision, ruling
    or finding) or invalidity or inadequacy, singly or in the aggregate, would
    result in a Material Adverse Change.

       (p) Absence of Further Requirements. No filing with, or authorization,
    approval, consent, license, order, registration, qualification or decree of,
    any court or governmental authority or agency is necessary or required for
    the performance by the Company of its obligations hereunder, in connection
    with the sale of the Securities under this Agreement or the consummation of
    the transactions contemplated in the Prospectus and this Agreement, except
    such as have been already obtained or as may be required under the
    Securities Act, the rules and regulations of the NASD and foreign or state
    securities or blue sky laws obtained or as may be required.

       (q) Possession of Licenses and Permits. The Company and its Subsidiaries
    possess such permits, licenses, approvals, consents and other authorizations
    (collectively, "Governmental Licenses") issued by the appropriate federal,
    state, local or foreign regulatory agencies or bodies necessary to conduct
    the business now operated by them, except where the failure to possess such
    Governmental Licenses would not, singly or in the aggregate, have a Material
    Adverse Change; the Company and its Subsidiaries are in compliance with the
    terms and conditions of all such Governmental Licenses, except where the
    failure so to comply would not, singly or in the aggregate, have a Material
    Adverse Change; all of the Governmental Licenses are valid and in full force
    and effect, except when the invalidity of such Governmental Licenses or the
    failure of such Governmental Licenses to be in full force and effect would
    not have a Material Adverse Change; neither the Company nor any of its
    Subsidiaries has received any notice of proceedings relating to the
    revocation or modification of any such Governmental Licenses which, singly
    or in the aggregate, if the subject of an unfavorable decision, ruling or
    finding, would result in a Material Adverse Change.

       (r) Title to Property. The Company and its Subsidiaries have good and
    marketable title to all real property owned by the Company and its
    Subsidiaries and good title to all other properties owned by them, in each
    case, free and clear of all mortgages, pledges, liens, security interests,
    claims, restrictions or encumbrances of any kind except such as (i) are
    described in the Prospectus or (ii) do not, singly or in the aggregate,
    materially affect the value of such property and do not in any way that
    could result in a Material Adverse Change interfere with the use made and
    proposed to be made of such property by the Company or any of its
    Subsidiaries; and all of the leases and subleases material to the business
    of the Company and its Subsidiaries, considered as one enterprise, and under
    which the Company or any of its Subsidiaries holds properties described in
    the Prospectus, are in full force and effect, and neither the Company nor
    any Subsidiary has any notice of any material claim of any sort that has
    been asserted by anyone adverse to the rights of the Company or any
    Subsidiary under any of the leases or subleases mentioned above, or
    affecting or questioning the rights of the Company or such Subsidiary to the
    continued possession of the leased or subleased premises under any such
    lease or sublease.

       (s) Environmental Laws. Except as described in the Registration Statement
    and except as would not, singly or in the aggregate, result in a Material
    Adverse Change, (i) neither the Company nor any of its Subsidiaries is in
    violation of any federal, state, local or foreign statute, law, rule,
    regulation, ordinance, code, policy or rule of common law or any judicial or

                                        6



    administrative interpretation thereof, including any judicial or
    administrative order, consent, decree or judgment, relating to pollution or
    protection of human health, the environment (including, without limitation,
    ambient air, surface water, groundwater, land surface or subsurface strata)
    or wildlife, including, without limitation, laws and regulations relating to
    the release or threatened release of chemicals, pollutants, contaminants,
    wastes, toxic substances, hazardous substances, petroleum or petroleum
    products (collectively, "Hazardous Materials") or to the manufacture,
    processing, distribution, use, treatment, storage, disposal, transport or
    handling of Hazardous Materials (collectively, "Environmental Laws"), (ii)
    the Company and its Subsidiaries have all permits, authorizations and
    approvals required under any applicable Environmental Laws and are each in
    compliance with their requirements, (iii) there are no pending or threatened
    administrative, regulatory or judicial actions, suits, demands, demand
    letters, claims, liens, notices of noncompliance or violation, investigation
    or proceedings relating to any Environmental Law against the Company or any
    of its Subsidiaries and (iv) there are no events or circumstances that might
    reasonably be expected to form the basis of an order for clean-up or
    remediation, or an action, suit or proceeding by any private party or
    governmental body or agency, against or affecting the Company or any of its
    Subsidiaries relating to Hazardous Materials or any Environmental Laws.

       (t) Registration Rights. There are no persons with registration rights or
    other similar rights that have not been waived to have any securities
    registered pursuant to the Registration Statement or otherwise registered by
    the Company under the Securities Act.

       (u) Certain Transactions. There are no business relationships or
    related-party transactions of the nature described in Item 404 of Regulation
    S-K involving the Company and any other persons referred to in said Item 404
    that are required to be disclosed in the Prospectus and that have not been
    so disclosed.

       (v) Company's Accounting System. The Company maintains a system of
    accounting controls sufficient to provide reasonable assurances that (i)
    transactions are executed in accordance with management's general or
    specific authorization; (ii) transactions are recorded as necessary to
    permit preparation of financial statements in conformity with generally
    accepted accounting principles as applied in the United States and to
    maintain accountability for assets; (iii) access to assets is permitted only
    in accordance with management's general or specific authorization; and (iv)
    the recorded accountability for assets is compared with existing assets at
    reasonable intervals and appropriate action is taken with respect to any
    differences.

       B. Representations and Warranties of the Selling Stockholders. Each
    Selling Stockholder (or Back-Stopped Selling Stockholder (as defined in
    Section 8(a)) as the case may be) severally represents and warrants to each
    Underwriter as of the date hereof as of the First Closing Date and, if the
    Selling Stockholder is selling Optional Common Shares, on the Second Closing
    Date, and agrees with each Underwriter as follows:

       (a) Accurate Disclosure. To the best knowledge of each Back-Stopped
    Selling Stockholder, the representations and warranties of the Company
    contained in Section 1(a) hereof are true and correct; such Back-Stopped
    Selling Stockholder has reviewed and is familiar with the Registration
    Statement and the Prospectus and neither the Prospectus nor any amendments
    or supplements thereto includes any untrue statement of a material fact or
    omits to state a material fact necessary in order to make the statements
    therein, in the light of the circumstances under which they were made, not
    misleading; each Selling Stockholder is not prompted to sell the Common
    Shares to be sold by such Selling Stockholder hereunder

                                       7



     by any information concerning the Company or any Subsidiary of the Company
     which is not set forth in the Prospectus.

          (b) Authorization of Agreements. Each Selling Stockholder has the full
     right, power and authority to enter into this Agreement and the Power of
     Attorney and Custody Agreement referred to in Section 1(B)(d) below and to
     sell, transfer and deliver the Common Shares to be sold by such Selling
     Stockholder hereunder. The execution and delivery of this Agreement, the
     Power of Attorney and Custody Agreement and the sale and delivery of the
     Common Shares to be sold by such Selling Stockholder and the consummation
     of the transactions contemplated herein and therein and compliance by such
     Selling Stockholder with its obligations hereunder and thereunder, have
     been duly authorized by such Selling Stockholder and do not and will not,
     whether with or without the giving of notice or passage of time or both,
     conflict with or constitute a breach of, or default under, or result in the
     creation or imposition of any tax, lien, charge or encumbrance upon the
     Common Shares to be sold by such Selling Stockholder or any property or
     assets of such Selling Stockholder pursuant to any contract, indenture,
     mortgage, deed of trust, loan or credit agreement, note, license, lease or
     other agreement or instrument to which such Selling Stockholder is a party
     or by which such Selling Stockholder may be bound, or to which any of the
     property or assets of such Selling Stockholder is subject, nor will such
     action result in any violation of the provisions of the charter or by-laws
     or other organizational instrument of such Selling Stockholder, if
     applicable, or any applicable treaty, law, statute, rule, regulation,
     judgment, order, writ or decree of any government, government
     instrumentality or court, domestic or foreign, having jurisdiction over
     such Selling Stockholder or any of its properties.

          (c) Valid Title. Such Selling Stockholder has and will on the First
     Closing Date and, if any Optional Common Shares are purchased, on the
     Second Closing Date, as the case may be, have valid title to, or a valid
     "security entitlement" within the meaning of Section 8-501 of the New York
     Uniform Commercial Code in respect of, the Common Shares to be sold by such
     Selling Stockholder hereunder, free and clear of any security interest,
     mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind,
     other than pursuant to this Agreement; and upon delivery of such Common
     Shares and payment of the purchase price therefor as herein and therein
     contemplated, assuming each such Underwriter has no notice of any adverse
     claim, each of the Underwriters will receive valid title to the Common
     Shares purchased by it from such Selling Stockholder, free and clear of any
     security interest, mortgage, pledge, lien, charge, claim, equity or
     encumbrance of any kind.

          (d) Due Execution of Power of Attorney and Custody Agreement. Such
     Selling Stockholder has duly executed and delivered, in the form heretofore
     furnished to the Representatives, the Power of Attorney (the
     "Power-of-Attorney") with the Company as attorney-in-fact (the
     "Attorney-in-Fact") and the Custody Agreement (the "Custody Agreement")
     with American Stock Transfer and Trust Company, as custodian (the
     "Custodian"); the Custodian is authorized to deliver the Common Shares to
     be sold by such Selling Stockholder hereunder and to accept payment
     therefor; and each Attorney-in-Fact is authorized to execute and deliver
     this Agreement on behalf of such Selling Stockholder, to sell, assign and
     transfer to the Underwriters the Common Shares to be sold by such Selling
     Stockholder hereunder and thereunder, to determine the purchase price to be
     paid by the Underwriters to such Selling Stockholder, as provided in
     Section 2(a) hereof, to authorize the delivery of the Common Shares to be
     sold by such Selling Stockholder hereunder and thereunder, to accept
     payment therefor, and otherwise to act on behalf of such Selling
     Stockholder in connection with this Agreement.

                                       8



          (e) Absence of Manipulation. Such Selling Stockholder has not taken,
     and will not take, directly or indirectly, any action which is designed to
     or which has constituted or which might reasonably be expected to cause or
     result in stabilization or manipulation of the price of any security of the
     Company to facilitate the sale or resale of the Common Shares.

          (f) Absence of Further Requirements. No filing with, or consent,
     approval, authorization, order, registration, qualification or decree of,
     any court or governmental authority or agency, domestic or foreign, is
     necessary or required for the performance by each Selling Stockholder of
     its obligations under this Agreement or under the Power of Attorney or the
     Custody Agreement, or in connection with the sale and delivery of the
     Common Shares or the consummation of the transactions contemplated by this
     Agreement except such as may have previously been made or obtained or as
     may be required under the Securities Act or state securities laws.

          (g) Certificates Suitable for Transfer. Certificates for all of the
     Common Shares to be sold by such Selling Stockholder pursuant to this
     Agreement in suitable form for transfer by delivery or accompanied by duly
     executed instruments of transfer or assignment in blank with signatures
     guaranteed, have been placed in custody with the Custodian with irrevocable
     conditional instructions to deliver such Common Shares to the Underwriters
     pursuant to this Agreement.

          (h) No Association with NASD. Neither such Selling Stockholder nor any
     of his or her affiliates directly, or indirectly through one or more
     intermediaries, controls, or is controlled by, or is under common control
     with, or has any other association with (within the meaning of Article I,
     sub-section (dd) of the By-Laws of the National Association of Securities
     Dealers, Inc.), any member firm of the National Association of Securities
     Dealers, Inc.

           C. Officer's Certificate

               Any certificate signed by any officer of the Company or any of
     its Subsidiaries delivered to the Representatives or to counsel for the
     Underwriters shall be deemed a representation and warranty by the Company
     to each Underwriter as to the matters covered thereby; and any certificate
     signed by or on behalf of the Selling Stockholders as such and delivered to
     the Representatives or to counsel for the Underwriters pursuant to the
     terms of this Agreement shall be deemed a representation and warranty by
     such Selling Stockholder to each Underwriter as to the matters covered
     thereby.

           Section 2. Purchase, Sale and Delivery of the Common Shares.

          (a) The Firm Common Shares. The Selling Stockholders agree to sell to
     the several Underwriters the Firm Common Shares upon the terms set forth
     herein, each Selling Stockholder selling the number of Firm Common Shares
     set forth opposite such Selling Stockholder's name on Schedule B. On the
     basis of the representations, warranties and agreements herein contained,
     and upon the terms but subject to the conditions herein set forth, the
     Underwriters agree, severally and not jointly, to purchase from the Selling
     Stockholders the respective number of Firm Common Shares set forth opposite
     their names on Schedule A. The purchase price per Firm Common Share to be
     paid by the several Underwriters to the Selling Stockholders shall be
     $[___] per share.

          (b) The First Closing Date. Delivery of certificates for the Firm
     Common Shares to be purchased by the Underwriters and payment therefor
     shall be made at the offices of Davis

                                       9



     Polk & Wardwell, 450 Lexington Avenue, New York, New York (or such other
     place as may be agreed to by the Company and the Representatives) at 10:00
     a.m. New York time, on _______ __, 2002, or such other time and date not
     later than 10:00 a.m. New York time, on ______ __, 2002 as the
     Representatives shall designate by notice to the Company (the time and date
     of such closing are called the "First Closing Date"). The Company and the
     Selling Stockholders hereby acknowledge that circumstances under which the
     Representatives may provide notice to postpone the First Closing Date as
     originally scheduled include, but are in no way limited to, any
     determination by the Company, the Selling Stockholders or the
     Representatives to recirculate to the public copies of an amended or
     supplemented Prospectus or a delay as contemplated by the provisions of
     Section 10.

          (c) The Optional Common Shares; the Second Closing Date. In addition,
     on the basis of the representations, warranties and agreements herein
     contained, and upon the terms but subject to the conditions herein set
     forth, the Selling Stockholders specified in Schedule B as selling Optional
     Common Shares hereby grant an option to the several Underwriters to
     purchase, severally and not jointly, up to an aggregate of 2,550,000
     Optional Common Shares, as set forth in Schedule B, from such Selling
     Stockholders at the purchase price per share to be paid by the Underwriters
     for the Firm Common Shares. The option granted hereunder is for use by the
     Underwriters solely in covering any over-allotments in connection with the
     sale and distribution of the Firm Common Shares. The option granted
     hereunder may be exercised at any time (but not more than once) upon notice
     by the Representatives to the Selling Stockholders (with a copy to the
     Company), which notice may be given at any time within 30 days from the
     date of this Agreement. Such notice shall set forth (i) the aggregate
     number of Optional Common Shares as to which the Underwriters are
     exercising the option, (ii) the names and denominations in which the
     certificates for the Optional Common Shares are to be registered and (iii)
     the time, date and place at which such certificates will be delivered
     (which time and date may be simultaneous with, but not earlier than, the
     First Closing Date; and in such case the term "First Closing Date" shall
     refer to the time and date of delivery of certificates for the Firm Common
     Shares and the Optional Common Shares). Such time and date of delivery, if
     subsequent to the First Closing Date, is called the "Second Closing Date"
     and shall be determined by the Representatives and shall not be earlier
     than three nor later than five full business days after delivery of such
     notice of exercise. If any Optional Common Shares are to be purchased, (a)
     each Underwriter agrees, severally and not jointly, to purchase the number
     of Optional Common Shares (subject to such adjustments to eliminate
     fractional shares as the Representatives may determine) that bears the same
     proportion to the total number of Optional Common Shares to be purchased as
     the number of Firm Common Shares set forth on Schedule A opposite the name
     of such Underwriter bears to the total number of Firm Common Shares and (b)
     each Selling Stockholder agrees, severally and not jointly, to sell the
     number of Optional Common Shares (subject to such adjustments to eliminate
     fractional shares as the Representatives may determine) that bears the same
     proportion to the total number of Optional Common Shares to be sold as the
     number of Optional Common Shares set forth in Schedule B opposite the name
     of such Selling Stockholder. The Representatives may cancel the option at
     any time prior to its expiration by giving written notice of such
     cancellation to the Selling Stockholders (with a copy to the Company).

          (d) Public Offering of the Common Shares. The Representatives hereby
     advise the Company and the Selling Stockholders that the Underwriters
     intend to offer for sale to the public, as described in the Prospectus,
     their respective portions of the Common Shares as soon after this Agreement
     has been executed and the Registration Statement has been

                                       10



     declared effective as the Representatives, in their sole judgment, have
     determined is advisable and practicable.

          (e) Payment for the Common Shares. Payment for the Common Shares to be
     sold by the Selling Stockholders shall be made at the First Closing Date
     (and, if applicable, at the Second Closing Date) by wire transfer of
     immediately available funds to the order of the Custodian.

          It is understood that the Representatives have been authorized, for
     their own accounts and the accounts of the several Underwriters, to accept
     delivery of and receipt for, and make payment of the purchase price for,
     the Firm Common Shares and any Optional Common Shares the Underwriters have
     agreed to purchase. Each of the Joint Book-Runners, individually and not as
     a Representative of the Underwriters, may (but shall not be obligated to)
     make payment for any Common Shares to be purchased by any Underwriter whose
     funds shall not have been received by the Representatives by the First
     Closing Date or the Second Closing Date, as the case may be, for the
     account of such Underwriter, but any such payment shall not relieve such
     Underwriter from any of its obligations under this Agreement.

          Each Selling Stockholder hereby agrees that (i) it will pay all stock
     transfer taxes, stamp duties and other similar taxes, if any, payable upon
     the sale or delivery of the Common Shares to be sold by such Selling
     Stockholder to the several Underwriters, or otherwise in connection with
     the performance of such Selling Stockholder's obligations hereunder and
     (ii) the Custodian is authorized to deduct for such payment any such
     amounts from the proceeds to such Selling Stockholder hereunder and to hold
     such amounts for the account of such Selling Stockholder with the Custodian
     under the Custody Agreement.

          (f) Delivery of the Common Shares. The Selling Stockholders shall
     deliver, or cause to be delivered, to the Representatives for the accounts
     of the several Underwriters certificates for the Firm Common Shares at the
     First Closing Date, against the irrevocable release of a wire transfer of
     immediately available funds for the amount of the purchase price therefor.
     The Selling Stockholders shall also deliver, or cause to be delivered, to
     the Representatives for the accounts of the several Underwriters,
     certificates for the Optional Common Shares the Underwriters have agreed to
     purchase from them at the First Closing Date or the Second Closing Date, as
     the case may be, against the irrevocable release of a wire transfer of
     immediately available funds for the amount of the purchase price therefor.
     The certificates for the Common Shares shall be in definitive form and
     registered in such names and denominations as the Representatives shall
     have requested at least two full business days prior to the First Closing
     Date (or the Second Closing Date, as the case may be) and shall be made
     available for inspection on the business day preceding the First Closing
     Date (or the Second Closing Date, as the case may be) at a location in New
     York City as the Representatives may designate. Time shall be of the
     essence, and delivery at the time and place specified in this Agreement is
     a further condition to the obligations of the Underwriters.

          (g) Delivery of Prospectus to the Underwriters. Not later than 12:00
     p.m. on the second business day following the date the Common Shares are
     first released by the Underwriters for sale to the public, the Company
     shall deliver or cause to be delivered, copies of the Prospectus in such
     quantities and at such places as the Representatives shall request.

          Section 3. Additional Covenants.

          A. Covenants of the Company. The Company further covenants and agrees
     with each Underwriter as follows:

                                       11



         (a) Representatives' Review of Proposed Amendments and Supplements.
     During such period beginning on the date hereof and ending on the later of
     the First Closing Date or such date, as in the opinion of counsel for the
     Underwriters, the Prospectus is no longer required by law to be delivered
     in connection with sales by an Underwriter or dealer (the "Prospectus
     Delivery Period"), prior to amending or supplementing the Registration
     Statement (including any registration statement filed under Rule 462(b)
     under the Securities Act) or the Prospectus including any amendment or
     supplement through incorporation by reference of any report filed under the
     Exchange Act, the Company shall furnish to the Representatives for review a
     copy of each such proposed amendment or supplement, and the Company shall
     not file any such proposed amendment or supplement to which the
     Representatives reasonably object.

         (b) Securities Act Compliance. After the date of this Agreement, the
     Company shall promptly advise the Representatives in writing (i) of the
     receipt of any comments of, or requests for additional or supplemental
     information from, the Commission, (ii) of the time and date of any filing
     of any post-effective amendment to the Registration Statement or any
     amendment or supplement to any preliminary prospectus or the Prospectus,
     (iii) of the time and date that any post-effective amendment to the
     Registration Statement becomes effective and (iv) of the issuance by the
     Commission of any stop order suspending the effectiveness of the
     Registration Statement or any post-effective amendment thereto or of any
     order preventing or suspending the use of any preliminary prospectus or the
     Prospectus, or of any proceedings to remove, suspend or terminate from
     listing or quotation the Common Stock from any securities exchange upon
     which it is listed for trading or included or designated for quotation, or
     of the threatening or initiation of any proceedings for any of such
     purposes. If the Commission shall enter any such stop order at any time,
     the Company will use its best efforts to obtain the lifting of such order
     at the earliest possible moment. Additionally, the Company agrees that it
     shall comply with the provisions of Rules 424(b), 430A and 434, as
     applicable, under the Securities Act and will use its reasonable efforts to
     confirm that any filings made by the Company under such Rule 424(b) were
     received in a timely manner by the Commission.

         (c) Amendments and Supplements to the Prospectus and Other Securities
     Act Matters. If, during the Prospectus Delivery Period, any event shall
     occur or condition exist as a result of which it is necessary to amend or
     supplement the Prospectus in order to make the statements therein, in the
     light of the circumstances when the Prospectus is delivered to a purchaser,
     not misleading, or if in the opinion of the Representatives or counsel for
     the Underwriters it is otherwise necessary to amend or supplement the
     Prospectus to comply with law, the Company agrees to promptly prepare
     (subject to Section 3(A)(a) hereof), file with the Commission and furnish
     at its own expense to the Underwriters and to dealers, amendments or
     supplements to the Prospectus so that the statements in the Prospectus as
     so amended or supplemented will not, in the light of the circumstances when
     the Prospectus is delivered to a purchaser, be misleading or so that the
     Prospectus, as amended or supplemented, will comply with law.

         (d) Copies of any Amendments and Supplements to the Prospectus. The
     Company agrees to furnish the Representatives, without charge, during the
     Prospectus Delivery Period, as many copies of the Prospectus and any
     amendments and supplements thereto (including any documents incorporated or
     deemed incorporated by reference therein) as the Representatives may
     reasonably request.

         (e) Blue Sky Compliance. The Company shall cooperate with the
     Representatives and counsel for the Underwriters to qualify or register the
     Common Shares for sale under (or

                                       12



     obtain exemptions from the application of) the state securities or blue sky
     laws or Canadian provincial Securities laws or other foreign laws of those
     jurisdictions designated by the Representatives, shall comply with such
     laws and shall continue such qualifications, registrations and exemptions
     in effect so long as required for the distribution of the Common Shares.
     The Company shall not be required to qualify as a foreign corporation or to
     take any action that would subject it to general service of process in any
     such jurisdiction where it is not presently qualified or where it would be
     subject to taxation as a foreign corporation. The Company will advise the
     Representatives promptly of the suspension of the qualification or
     registration of (or any such exemption relating to) the Common Shares for
     offering, sale or trading in any jurisdiction or any initiation or threat
     of any proceeding for any such purpose, and in the event of the issuance of
     any order suspending such qualification, registration or exemption, the
     Company shall use its best efforts to obtain the withdrawal thereof at the
     earliest possible moment.

         (f) Transfer Agent. The Company shall engage and maintain, at its
     expense, a registrar and transfer agent for the Common Stock.

         (g) Earnings Statement. As soon as practicable, the Company will make
     generally available to its security holders and to the Representatives an
     earnings statement (which need not be audited) covering the twelve-month
     period ending [___] that satisfies the provisions of Section 11(a) of the
     Securities Act.

         (h) Periodic Reporting Obligations. During the Prospectus Delivery
     Period the Company shall file, on a timely basis, with the Commission and
     the New York Stock Exchange all reports and documents required to be filed
     under the Exchange Act.

         (i) Company to Provide Interim Financial Statements. Prior to the
     Closing Date, the Company will furnish the Underwriters, as soon as they
     have been prepared by or are available to the Company, a copy of any
     unaudited interim financial statements of the Company for any period
     subsequent to the period covered by the most recent financial statements
     appearing in the Registration Statement and the Prospectus.

         (j) Exchange Act Compliance. During the Prospectus Delivery Period, the
     Company will file all documents required to be filed with the Commission
     pursuant to Section 13, 14 or 15 of the Exchange Act in the manner and
     within the time periods required by the Exchange Act.

         (k) Agreement Not to Offer or Sell Additional Securities. During the
     period commencing on the date hereof and ending at the close of trading on
     the 90/th/ day following the date of the Prospectus the Company will not,
     without the prior written consent of the Joint Book-Runners (which consent
     may be withheld in their sole discretion), directly or indirectly, sell,
     offer, contract or grant any option to sell (including without limitation
     any short sale), pledge, transfer, establish an open "put equivalent
     position" within the meaning of Rule 16a-1(h) under the Securities Exchange
     Act of 1934, as amended, or otherwise dispose of any shares of Common
     Stock, options or warrants to acquire shares of Common Stock, or securities
     exchangeable or exercisable for or convertible into shares of Common Stock
     currently or hereafter owned either of record or beneficially (as defined
     in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the
     Company, or publicly announce an intention to do any of the foregoing.

         (l) Future Reports to the Representatives. During the period of two
     years hereafter the Company will furnish to BAS at 231 South LaSalle
     Street, 9/th/ Floor, Chicago, IL 60697

                                       13



     Attention: Carter Smith and Grant Rice and to Merrill Lynch and Morgan
     Stanley at the addresses given for them in Section 13 hereof (i) as soon as
     practicable after the end of each fiscal year, copies of the Annual Report
     of the Company containing the balance sheet of the Company as of the close
     of such fiscal year and statements of income, stockholders' equity and cash
     flows for the year then ended and the opinion thereon of the Company's
     independent public or certified public accountants; (ii) as soon as
     practicable after the filing thereof, copies of each proxy statement,
     Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report
     on Form 8-K or other report filed by the Company with the Commission, the
     NASD or any securities exchange; and (iii) as soon as available, copies of
     any report or communication of the Company mailed generally to holders of
     its capital stock.

         B. Covenants of the Selling Stockholders. Each Selling Stockholder
     further covenants and agrees with each Underwriter:

         (a) Delivery of Forms W-8 and W-9. To deliver to the Representative
     prior to the First Closing Date a properly completed and executed United
     States Treasury Department Form W-8 (if the Selling Stockholder is a
     non-United States person) or Form W-9 (if the Selling Stockholder is a
     United States Person).

             C. The Representatives, on behalf of the several Underwriters,
     may, in their sole discretion, waive in writing the performance by the
     Company or any Selling Stockholder of any one or more of the foregoing
     covenants or extend the time for their performance.

         Section 4. Payment of Expenses. The Selling Stockholders agree to pay
     in such proportions as they may agree upon among themselves, and the
     Company agrees to guarantee such payment and to pay any expenses not paid
     by the Selling Shareholders, all costs, fees and expenses incurred in
     connection with the performance of their obligations hereunder and in
     connection with the transactions contemplated hereby, including without
     limitation (i) all expenses incident to the issuance and delivery of the
     Common Shares (including all printing and engraving costs), (ii) all fees
     and expenses of the registrar and transfer agent of the Common Stock, (iii)
     all necessary issue, transfer and other stamp taxes in connection with the
     issuance and sale of the Common Shares to the Underwriters, (iv) all fees
     and expenses of the Company's counsel, independent public or certified
     public accountants and other advisors, (v) all costs and expenses incurred
     in connection with the preparation, printing, filing, shipping and
     distribution of the Registration Statement (including financial statements,
     exhibits, schedules, consents and certificates of experts), each
     preliminary prospectus and the Prospectus, and all amendments and
     supplements thereto, and this Agreement, (vi) all filing fees, attorneys'
     reasonable fees and expenses incurred by the Company or the Underwriters in
     connection with qualifying or registering (or obtaining exemptions from the
     qualification or registration of) all or any part of the Common Shares for
     offer and sale under the state securities or blue sky laws or the
     provincial securities laws of Canada, and, if requested by the
     Representatives, preparing and printing a "Blue Sky Survey" or memorandum,
     and any supplements thereto, advising the Underwriters of such
     qualifications, registrations and exemptions, (vii) the filing fees
     incident to, and the reasonable fees and expenses of counsel for the
     Underwriters in connection with, the NASD's review and approval of the
     Underwriters' participation in the offering and distribution of the Common
     Shares, and (viii) all other fees, costs and expenses referred to in Item
     13 of Part II of the Registration Statement. Except as provided in this
     Section 4, Section 6, Section 8 and Section 9 hereof, the Underwriters
     shall pay their own expenses, including the fees and disbursements of their
     counsel.

                                       14



            The Selling Stockholders further agree with each Underwriter to pay
     (directly or by reimbursement) all fees and expenses incident to the
     performance of their obligations under this Agreement which are not
     otherwise specifically provided for herein, including but not limited to
     (i) fees and expenses of counsel and other advisors for such Selling
     Stockholders, (ii) fees and expenses of the Custodian and (iii) expenses
     and taxes incident to the sale and delivery of the Common Shares to be sold
     by such Selling Stockholders to the Underwriters hereunder (which taxes, if
     any, may be deducted by the Custodian under the provisions of Section 2 of
     this Agreement).

            This Section 4 shall not affect or modify any separate, valid
     agreement relating to the allocation of payment of expenses between the
     Company, on the one hand, and the Selling Stockholders, on the other hand.

         Section 5. Conditions of the Obligations of the Underwriters. The
     obligations of the several Underwriters to purchase and pay for the Common
     Shares as provided herein on the First Closing Date and, with respect to
     the Optional Common Shares, the Second Closing Date, shall be subject to
     the accuracy of the representations and warranties on the part of the
     Company and the Selling Stockholders set forth in Sections 1(A) and 1(B)
     hereof as of the date hereof and as of the First Closing Date as though
     then made and, with respect to the Optional Common Shares, as of the Second
     Closing Date as though then made, to the timely performance by the Company
     and the Selling Stockholders of their respective covenants and other
     obligations hereunder, and to each of the following additional conditions:

         (a) Accountants' Comfort Letter. On the date hereof, the
     Representatives shall have received from PricewaterhouseCoopers LLP,
     independent public or certified public accountants for the Company, a
     letter dated the date hereof addressed to the Underwriters, in form and
     substance satisfactory to the Representatives, containing statements and
     information of the type ordinarily included in accountant's "comfort
     letters" to underwriters, delivered according to Statement of Auditing
     Standards No. 72 (or any successor bulletin), with respect to the audited
     and unaudited financial statements and certain financial information
     contained in the Registration Statement and the Prospectus (and the
     Representatives shall have received an additional three conformed copies of
     such accountants' letter).

         (b) Compliance with Registration Requirements; No Stop Order; No
     Objection from NASD. For the period from and after effectiveness of this
     Agreement and prior to the First Closing Date and, with respect to the
     Optional Common Shares, the Second Closing Date:

             (i)  the Company shall have filed the Prospectus with the
         Commission (including the information required by Rule 430A under the
         Securities Act) in the manner and within the time period required by
         Rule 424(b) under the Securities Act; or the Company shall have filed a
         post-effective amendment to the Registration Statement containing the
         information required by such Rule 430A, and such post-effective
         amendment shall have become effective; or, if the Company elected to
         rely upon Rule 434 under the Securities Act and obtained the
         Representative's consent thereto, the Company shall have filed a Term
         Sheet with the Commission in the manner and within the time period
         required by such Rule 424(b);

             (ii) no stop order suspending the effectiveness of the Registration
         Statement, any Rule 462(b) Registration Statement, or any
         post-effective amendment to the Registration Statement, shall be in
         effect and no proceedings for such purpose shall have been instituted
         or threatened by the Commission; and

                                       15



         (iii)  the NASD shall have raised no objection to the fairness and
     reasonableness of the underwriting terms and arrangements.

     (c) No Material Adverse Change. For the period from and after the date of
this Agreement and prior to the First Closing Date and, with respect to the
Optional Common Shares, the Second Closing Date in the judgment of the
Representatives there shall not have occurred any Material Adverse Change.

     (d) Opinion of Counsel for the Company. On each of the First Closing Date
and the Second Closing Date the Representatives shall have received the
favorable opinion of Simpson Thacher & Bartlett, counsel for the Company, dated
as of such Closing Date, the form of which is attached as Exhibit A (and the
Representatives shall have received an additional three conformed copies of such
counsel's legal opinion).

     (e) Opinion of General Counsel of the Company. On each of the First Closing
Date and the Second Closing Date the Representatives shall have received the
favorable opinion of D. Matthew Dorny, Assistant General Counsel of the Company,
dated as of such Closing Date, the form of which is attached as Exhibit B (and
the Representatives shall have received an additional three conformed copies of
such counsel's legal opinion for each of the several Underwriters).

     (f) Opinion of Counsel for the Underwriters. On each of the First Closing
Date and the Second Closing Date the Representatives shall have received the
favorable opinion of Davis Polk & Wardwell, counsel for the Underwriters, dated
as of such Closing Date, with respect to the matters set forth in paragraphs 4,
5 and 10 (with respect to the caption "Underwriting"), and the next-to-last
paragraph of Exhibit A (and the Representatives shall have received an
additional three conformed copies of such counsel's legal opinion).

     (g) Opinion of Japanese Counsel for the Company. On each of the First
Closing Date and the Second Closing Date the Representatives shall have received
the favorable opinion of Tokyo Aoyama Aoki Law Office - Baker & McKenzie,
Japanese counsel for the Company, dated as of such Closing Date, the form of
which is attached as Exhibit D (and the Representatives shall have received an
additional three conformed copies of such counsel's legal opinion).

     (h) Officers' Certificate. On each of the First Closing Date and the Second
Closing Date the Representatives shall have received a written certificate
executed by the Chairman of the Board, Chief Executive Officer or President of
the Company and the Chief Financial Officer or Chief Accounting Officer of the
Company, dated as of such Closing Date, to the effect set forth in subsection
(b)(ii) of this Section 5, and further to the effect that:

         (i)    for the period from and after the date of this Agreement and
     prior to such Closing  Date,  there has not occurred any Material Adverse
     Change;

         (ii)   the representations and warranties of the Company set forth in
     Section 1(A) of this Agreement are true and correct with the same force and
     effect as though expressly made on and as of such Closing Date; and

         (iii)  the Company has complied with all the agreements hereunder and
     satisfied all the conditions on its part to be performed or satisfied
     hereunder at or prior to such Closing Date.

                                       16



     (i) Bring-down Comfort Letter. On each of the First Closing Date and the
Second Closing Date the Representatives shall have received from
PricewaterhouseCoopers LLP, independent public or certified public accountants
for the Company, a letter dated such date, in form and substance satisfactory to
the Representatives, to the effect that they reaffirm the statements made in the
letter furnished by them pursuant to subsection (a) of this Section 5, except
that the specified date referred to therein for the carrying out of procedures
shall be no more than three business days prior to the First Closing Date or
Second Closing Date, as the case may be (and the Representatives shall have
received an additional three conformed copies of such accountants' letter).

     (j) Opinion of Counsel for the Selling Stockholders. On each of the First
Closing Date and the Second Closing Date the Representatives shall have received
the favorable opinion of Callister Nebeker & McCullough, counsel for the Selling
Stockholders, dated as of such Closing Date, the form of which is attached as
Exhibit C (and the Representatives shall have received an additional three
conformed copies of such counsel's legal opinion).

     (k) Selling Stockholders' Certificate. On each of the First Closing Date
and the Second Closing Date the Representatives shall receive a written
certificate executed by the Attorney-in-Fact of each Selling Stockholder, dated
as of such Closing Date, to the effect that:

         (i)   the representations and warranties of such Selling Stockholder
     set forth in Section 1(B) of this Agreement are true and correct with the
     same force and effect as though expressly made by such Selling Stockholder
     on and as of such Closing Date; and

         (ii)  such Selling Stockholder has complied with all the agreements and
     satisfied all the conditions on its part to be performed or satisfied at or
     prior to such Closing Date.

     (l) Selling Stockholders' Documents. On the date hereof, the Company and
the Selling Stockholders shall have furnished for review by the Representatives
copies of the Powers of Attorney and the Custody Agreement executed by each of
the Selling Stockholders and such further information, certificates and
documents as the Representatives may reasonably request.

     (m) Lock-Up Agreement from Certain Securityholders of the Company Other
Than Selling Stockholders. On or prior to the date hereof, the Company shall
have furnished to the Representatives an agreement in the form of Exhibit E
hereto from each officer of the Company required to file reports pursuant to
Section 16 of the Exchange Act and each director of the Company, and each such
agreement shall be in full force and effect on each of the First Closing Date
and the Second Closing Date.

     (n) Lock-up Agreement from the Selling Stockholders. On or prior to the
date hereof, the Company shall have furnished to the Representatives an
agreement in the form of Exhibit F hereto from each of the Selling Stockholders,
other than the Corporation of the President of the Church of Jesus Christ of
Latter Day Saints, and each such agreement shall be in full force and effect on
each of the First Closing Date and the Second Closing Date.

     (o) Additional Documents. On or before each of the First Closing Date and
the Second Closing Date, the Representatives and counsel for the Underwriters
shall have received such information, documents and opinions as they may
reasonably require for the purposes of enabling them to pass upon the issuance
and sale of the Common Shares as contemplated

                                       17



herein, or in order to evidence the accuracy of any of the representations and
warranties, or the satisfaction of any of the conditions or agreements, herein
contained.

     If any condition specified in this Section 5 is not satisfied when and as
required to be satisfied, this Agreement may be terminated by the
Representatives by notice to the Company and the Selling Stockholders at any
time on or prior to the First Closing Date and, with respect to the Optional
Common Shares, at any time prior to the Second Closing Date, which termination
shall be without liability on the part of any party to any other party, except
that Section 4, Section 6, Section 8 and Section 9 shall at all times be
effective and shall survive such termination.

     Section 6. Reimbursement of Underwriters' Expenses. If this Agreement is
terminated by the Representatives pursuant to Section 5, Section 11 (iv) or (v)
or Section 17, or if the sale to the Underwriters of the Common Shares on the
First Closing Date is not consummated because of any refusal, inability or
failure on the part of the Company or the Selling Stockholders to perform any
agreement herein or to comply with any provision hereof, the Company agrees to
reimburse the Representatives and the other Underwriters (or such Underwriters
as have terminated this Agreement with respect to themselves), severally, upon
demand for all out-of-pocket expenses that shall have been reasonably incurred
by the Representatives and the Underwriters in connection with the proposed
purchase and the offering and sale of the Common Shares, including but not
limited to fees and disbursements of counsel, printing expenses, travel
expenses, postage, facsimile and telephone charges.

     The provisions of this Section shall not affect any agreement among the
Company and the Selling Stockholders with respect to the sharing or allocation
of such expenses.

     Section 7. This Section Intentionally Left Blank. [This Section
Intentionally Left Blank.]

     Section 8. Indemnification.

     (a) Indemnification of the Underwriters. Each of the Company and each of
the Selling Stockholders, jointly (except as provided in clause (2) below) and
severally, agrees to indemnify and hold harmless each Underwriter, its officers
and employees, and each person, if any, who controls any Underwriter within the
meaning of the Securities Act and the Exchange Act:

                      (1) against any and all loss, liability, claim, damage and
                expense whatsoever, as incurred, arising out of any untrue
                statement or alleged untrue statement of a material fact
                contained in the Registration Statement (or any amendment
                thereto), including any information deemed to be a part thereof
                pursuant to Rule 430A or Rule 434 under the Securities Act, if
                applicable, or the omission or alleged omission therefrom of a
                material fact required to be stated therein or necessary to make
                the statements therein not misleading or arising out of any
                untrue statement or alleged untrue statement of a material fact
                included in any preliminary prospectus or the Prospectus (or any
                amendment or supplement thereto), or the omission or alleged
                omission therefrom of a material fact necessary in order to make
                the statements therein, in the light of the circumstances under
                which they were made, not misleading;

                                       18



                         (2) against any and all loss, liability, claim, damage
                and expense whatsoever, as incurred, to the extent of the
                aggregate amount paid in settlement of any litigation, or any
                investigation or proceeding by any governmental agency or body,
                commenced or threatened, or of any claim whatsoever based upon
                any such untrue statement or omission, or any such alleged
                untrue statement or omission; provided that any such settlement
                is effected with the written consent of (A) the Company, to the
                extent indemnification pursuant to this Section 8(a)(2) is
                sought from the Company, and (B) each Selling Stockholder, to
                the extent indemnification pursuant to this Section 8(a)(2) is
                sought from such Selling Stockholder; and

                         (3) against any and all expense whatsoever, as incurred
                (including the fees and disbursements of counsel chosen by the
                Joint Book-Runners), reasonably incurred in investigating,
                preparing or defending against any litigation, or any
                investigation or proceeding by any governmental agency or body,
                commenced or threatened, or any claim whatsoever based upon any
                such untrue statement or omission, or any such alleged untrue
                statement or omission, to the extent that any such expense is
                not paid under clauses (1) or (2) above;

     provided, however, that (x) this indemnity agreement shall not apply to any
     loss, liability, claim, damage or expense to the extent arising out of any
     untrue statement or omission or alleged untrue statement or omission made
     in reliance upon and in conformity with written information furnished to
     the Company by any Underwriter through the Representatives expressly for
     use in the Registration Statement (or any amendment thereto), including any
     information deemed to be a part thereof pursuant to Rule 430A or Rule 434
     under the Securities Act, if applicable, or any preliminary prospectus or
     the Prospectus (or any amendment or supplement thereto); (y) the aggregate
     liability of each Selling Stockholder under this Section 8 shall be limited
     to an amount equal to the net proceeds (after deducting the aggregate
     Underwriters' discount, but before deducting expenses) received by such
     Selling Stockholder from the sale of his or her Common Stock pursuant to
     this Agreement and (z) each Selling Stockholder other than the Back-Stopped
     Selling Stockholders, as defined below, (such other Selling Stockholders
     being referred to herein as the "Limited Selling Stockholders") will be
     liable in any case only to the extent that any such loss, liability, claim,
     damage or expense arises out of or is based upon statements in or omissions
     from the Registration Statement (or any amendment thereto) based upon
     information furnished to the Company by such Limited Selling Stockholder
     expressly for use therein; and provided, further, that the Company and the
     Selling Stockholders shall not be liable to any Underwriter under this
     subsection (a) with respect to any preliminary prospectus to the extent
     that any loss, claim, damage or liability of such Underwriter results from
     the fact that such Underwriter sold Common Stock to a person to whom there
     was not given or sent, at or prior to the written confirmation of such
     sale, a copy of the Prospectus or of the Prospectus as then amended or
     supplemented in any case where such delivery is required by the Securities
     Act if the Company has previously furnished copies thereof to such
     Underwriter and the loss, claim, damage or liability of such Underwriter
     results from an untrue statement or omission of a material fact contained
     in the preliminary prospectus which was corrected in the Prospectus (as
     amended or supplemented).

          In making a claim for indemnification under this Section 8 (other than
     pursuant to clause (a)(3) of this Section 8) or contribution under Section
     9 hereof by the Company or the Selling Stockholders, the indemnified
     parties may proceed against either (1)

                                       19



the Company and the Selling Stockholders jointly, (2) the Selling Stockholders
only or (3) the Company only, but may not proceed solely against Blake M. Roney,
Steven J. Lund, Sandra N. Tillotson and Brooke B. Roney (the "Back-Stopped
Selling Stockholders"), except as set forth below. In the event that the
indemnified parties are entitled to seek indemnity or contribution hereunder
against any loss, liability, claim, damage and expense to which this paragraph
applies then, as a precondition to any indemnified party obtaining
indemnification or contribution from any Back-Stopped Selling Stockholder, the
indemnified parties shall first obtain a final judgment from a trial court that
such indemnified parties are entitled to indemnity or contribution under this
Agreement from the Company and the Selling Stockholders with respect to such
loss, liability, claim, damage or expense (the "Final Judgment") and shall seek
to satisfy such Final Judgment in full from the Company by making a written
demand upon the Company for such satisfaction. Only in the event such Final
Judgment shall remain unsatisfied in whole or in part 45 days following the date
of receipt by the Company of such demand shall any indemnified party have the
right to take action to satisfy such Final Judgment by making demand directly on
the Back-Stopped Selling Stockholders (but only if and to the extent the Company
has not already satisfied such Final Judgment, whether by settlement, release or
otherwise). The indemnified parties may exercise this right to first seek to
obtain payment from the Company and thereafter obtain payment from the
Back-Stopped Selling Stockholders without regard to the pursuit by any party of
its rights to the appeal of such Final Judgment. The indemnified parties shall,
however, be relieved of their obligation to first obtain a Final Judgment
against the Company, to seek to obtain payment from the Company with respect to
such Final Judgment or, having sought such payment, to wait such 45 days after
failure by the Company to immediately satisfy any such Final Judgment if (A) the
Company files a petition for relief under the United States Bankruptcy Code (the
"Bankruptcy Code") or the Japanese equivalent thereof, (B) an order for relief
is entered against the Company in an involuntary case under the Bankruptcy Code
or its Japanese equivalent, (C) the Company makes an assignment for the benefit
of their respective creditors, (D) any court orders or approves the appointment
of a receiver or custodian for the Company or a substantial portion of its
assets, or (E) the loss, liability, claim, damage or expense arises out of or is
based upon statements in or omissions from the Registration Statement (or any
amendment thereto) based upon information furnished to the Company by a
Back-Stopped Selling Stockholder for use therein. The foregoing provisions of
this paragraph are not intended to require any indemnified party to obtain a
Final Judgment against the Company or the Selling Stockholders before obtaining
reimbursement of expenses pursuant to clause (a)(3) of this Section 8. However,
the indemnified parties shall first seek to obtain such reimbursement in full
from the Company by making written demand upon the Company for such
reimbursement. Only in the event such expenses shall remain unreimbursed in
whole or in part 45 days following the date of receipt by the Company of such
demand shall any indemnified party have the right to receive reimbursement of
such expenses from the Back-Stopped Selling Stockholders by making written
demand directly on the Back-Stopped Selling Stockholders (but only if and to the
extent the Company has not already satisfied the demand for reimbursement,
whether by settlement, release or otherwise). The indemnified parties shall,
however, be relieved of their obligation to first seek to obtain such
reimbursement in full from the Company or, having made written demand therefor,
to wait such 45 days after failure by the Company to immediately reimburse such
expenses if (I) the Company files a petition for relief under the Bankruptcy
Code or its Japanese equivalent, (II) an order for relief is entered against the
Company in an involuntary case under the Bankruptcy Code or its Japanese
equivalent, (III) the Company makes an assignment for the benefit of its
creditors, (IV) any court orders or approves the appointment of a receiver or
custodian for the Company or a substantial portion of its assets, or (V) the
loss, liability, claim, damage or expense arises out of or is based upon

                                       20



statements in or omissions from the Registration Statement (or any amendment
thereto) based upon information furnished to the Company by a Back-Stopped
Selling Stockholder for use therein. Notwithstanding anything to the contrary
contained herein, the provisions of this paragraph shall not apply to any claim
for indemnity pursuant to clause (a)(2) of this Section 8 if the indemnified
parties are entitled to seek indemnity under such clause (a)(2) from any Selling
Stockholder with respect to a settlement that has not been effected with the
written consent of the Company.

     (b) Indemnification of the Company, its Directors and Officers and Selling
Stockholders. Each Underwriter severally agrees to indemnify and hold harmless
the Company, its directors, each of its officers who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling
Stockholder against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement (or any
amendment thereto), any information deemed to be a part thereof pursuant to Rule
430A or Rule 434 under the Securities Act, or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto) in reliance upon and in
conformity with written information furnished to the Company by such Underwriter
through the Representative expressly for use in the Registration Statement (or
any amendment thereto) or such preliminary prospectus or the Prospectus (or any
amendment or supplement thereto).

     (c) Actions Against Parties: Notification. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 8(a) above,
counsel for the indemnified parties shall be selected by the Joint Book-Runners,
and, in the case of parties indemnified pursuant to Section 8(b) above, counsel
for the indemnified parties shall be selected by the Company; provided, however,
that in each such case, such counsel shall be reasonably satisfactory to the
indemnifying party. An indemnifying party may participate at its own expense in
the defense of any such action; provided, however, that counsel for the
indemnifying party shall not (except with the consent of the indemnified party)
also be counsel for the indemnified party. In no event shall the indemnifying
parties be liable for fees and expenses of more than one counsel (in addition to
any local counsel) separate from their own counsel for all indemnified parties
in connection with any one action or separate but similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances. No indemnifying party shall, without the prior written consent of
the indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 8 or Section 9 hereof (whether or not the indemnified parties
are actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

                                       21



     (d) Settlement without Consent if Failure to Reimburse. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party
agrees that it shall be liable for any settlement of the nature contemplated by
Section 8(a)(2) or Section 8(a)(3) effected without its written consent if (i)
such settlement is entered into more than 45 days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
have received notice of the terms of such settlement at least 30 days prior to
such settlement being entered into and (iii) such indemnifying party shall not
have reimbursed such indemnified party in accordance with such request prior to
the date of such settlement.

     (e) Other Agreements with Respect to Indemnification. The provisions of
this Section shall not affect any agreement between the Company and the Selling
Stockholders with respect to indemnification.

     Section 9. Contribution. If the indemnification provided for in Section 8
is for any reason held to be unavailable to or otherwise insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount paid or payable by such indemnified party, as
incurred, as a result of any losses, claims, damages, liabilities or expenses
referred to therein (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Selling Stockholders, on the
one hand, and the Underwriters, on the other hand, from the offering of the
Common Shares pursuant to this Agreement or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Selling Stockholders,
on the one hand, and the Underwriters, on the other hand, in connection with the
statements or omissions which resulted in such losses, claims, damages,
liabilities or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company and the Selling Stockholders, on
the one hand, and the Underwriters, on the other hand, in connection with the
offering of the Common Shares pursuant to this Agreement shall be deemed to be
in the same respective proportions as the total net proceeds from the offering
of the Common Shares pursuant to this Agreement (before deducting expenses)
received by the Selling Stockholders, and the total underwriting discount
received by the Underwriters, in each case as set forth on the front cover page
of the Prospectus (or, if Rule 434 under the Securities Act is used, the
corresponding location on the Term Sheet) bear to the aggregate initial public
offering price of the Common Shares as set forth on such cover. The relative
fault of the Company and the Selling Stockholders, on the one hand, and the
Underwriters, on the other hand, shall be determined by reference to, among
other things, whether any such untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by the Company or the Selling Stockholders, on the one
hand, or the Underwriters, on the other hand, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

     The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in Section 8(c), any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim. The provisions set forth in Section 8(c) with
respect to notice of commencement of any action shall apply if a claim for
contribution is to be made under this Section 9; provided, however,

                                       22



that no additional notice shall be required with respect to any action for which
notice has been given under Section 8(c) for purposes of indemnification.

     The Company, the Selling Stockholders and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this Section 9 were
determined by pro rata allocation (even if the Underwriters were treated as one
entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to in this Section 9.

     Notwithstanding the provisions of this Section 9, no Underwriter shall be
required to contribute any amount in excess of the underwriting commissions
received by such Underwriter in connection with the Common Shares underwritten
by it and distributed to the public. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Underwriters' obligations to contribute
pursuant to this Section 9 are several, and not joint, in proportion to their
respective underwriting commitments as set forth opposite their names in
Schedule A. For purposes of this Section 9, each officer and employee of an
Underwriter and each person, if any, who controls an Underwriter within the
meaning of the Securities Act and the Exchange Act shall have the same rights to
contribution as such Underwriter, and each director of the Company, each officer
of the Company or any Selling Stockholder who signed the Registration Statement,
and each person, if any, who controls the Company with the meaning of the
Securities Act and the Exchange Act shall have the same rights to contribution
as the Company or such Selling Stockholder, as the case may be.

     The provisions of this Section shall not affect any agreement among the
Company and the Selling Stockholders with respect to contribution.

     Section 10. Default of One or More of the Several Underwriters. If, on the
First Closing Date or the Second Closing Date, as the case may be, any one or
more of the several Underwriters shall fail or refuse to purchase Common Shares
that it or they have agreed to purchase hereunder on such date, and the
aggregate number of Common Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase does not exceed 10% of the
aggregate number of the Common Shares to be purchased on such date, the other
Underwriters shall be obligated, severally, in the proportions that the number
of Firm Common Shares set forth opposite their respective names on Schedule A
bears to the aggregate number of Firm Common Shares set forth opposite the names
of all such non-defaulting Underwriters, or in such other proportions as may be
specified by the Representatives with the consent of the non-defaulting
Underwriters, to purchase the Common Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date. If, on the
First Closing Date or the Second Closing Date, as the case may be, any one or
more of the Underwriters shall fail or refuse to purchase Common Shares and the
aggregate number of Common Shares with respect to which such default occurs
exceeds 10% of the aggregate number of Common Shares to be purchased on such
date, and arrangements satisfactory to the Representatives and the Company for
the purchase of such Common Shares are not made within 48 hours after such
default, this Agreement shall terminate without liability of any party to any
other party except that the provisions of Section 4, Section 6, Section 8 and
Section 9 shall at all times be effective and shall survive such termination. In
any such case either the Representatives or the Company shall have the right to
postpone the First Closing Date or the Second Closing Date, as the case may be,
but in no event for longer than seven days in order that the required changes,
if any,

                                       23



     to the Registration Statement and the Prospectus or any other documents or
     arrangements may be effected.

         As used in this Agreement, the term "Underwriter" shall be deemed to
     include any person substituted for a defaulting Underwriter under this
     Section 10. Any action taken under this Section 10 shall not relieve any
     defaulting Underwriter from liability in respect of any default of such
     Underwriter under this Agreement.

         Section 11. Termination of this Agreement. Prior to the First Closing
     Date this Agreement may be terminated by the Representatives by notice
     given to the Company and the Selling Stockholders if at any time (i)
     trading or quotation in any of the Company's securities shall have been
     suspended or limited by the Commission or by the New York Stock Exchange,
     or trading in securities generally on either the Nasdaq Stock Market or the
     New York Stock Exchange shall have been suspended or materially limited, or
     minimum or maximum prices shall have been generally established on any of
     such stock exchanges by the Commission or the NASD; (ii) a general banking
     moratorium shall have been declared by any of federal, New York or
     California authorities; (iii) there shall have occurred any outbreak or
     escalation of national or international hostilities or any crisis or
     calamity, or any change in the United States or international financial
     markets, or any substantial change or development involving a prospective
     substantial change in United States' or international political, financial
     or economic conditions, as in the judgment of the Representatives is
     material and adverse and makes it impracticable or inadvisable to market
     the Common Shares in the manner and on the terms described in the
     Prospectus or to enforce contracts for the sale of securities; (iv) in the
     judgment of the Representatives there shall have occurred any Material
     Adverse Change; or (v) the Company shall have sustained a loss by strike,
     fire, flood, earthquake, accident or other calamity of such character as in
     the judgment of the Representatives may interfere materially with the
     conduct of the business and operations of the Company regardless of whether
     or not such loss shall have been insured. Any termination pursuant to this
     Section 11 shall be without liability on the part of (a) the Company or the
     Selling Stockholders to any Underwriter, except that the Company and the
     Selling Stockholders shall be obligated to reimburse the expenses of the
     Representative and the Underwriters pursuant to Sections 4 and 6 hereof,
     (b) any Underwriter to the Company or the Selling Stockholders, or (c) of
     any party hereto to any other party except that the provisions of Section 8
     and Section 9 shall at all times be effective and shall survive such
     termination.

         Section 12. Representations and Indemnities to Survive Delivery. The
     respective indemnities, agreements, representations, warranties and other
     statements of the Company, of its officers, of the Selling Stockholders and
     of the several Underwriters set forth in or made pursuant to this Agreement
     will remain in full force and effect, regardless of any investigation made
     by or on behalf of any Underwriter or the Company or any of its or their
     partners, officers or directors or any controlling person, or the Selling
     Stockholders, as the case may be, and will survive delivery of and payment
     for the Common Shares sold hereunder and any termination of this Agreement.

         Section 13. Notices. All communications hereunder shall be in writing
     and shall be mailed, hand delivered or telecopied and confirmed to the
     parties hereto as follows:

     If to the Representatives:

                                       24



     1.       Banc of America Securities LLC
              600 Montgomery Street
              San Francisco, CA 94111
              Facsimile:  415-913-5558
              Attention:  Jeffrey B. Child/William L. McLeod, Jr.

     with a copy to:

     1.       Banc of America Securities LLC
              9 West 57/th/ Street
              New York, NY 10019
              Facsimile:  (212) 583-8567
              Attention:  Legal Department

     2.       Merrill Lynch, Pierce, Fenner & Smith Incorporated
              3075B Hansen Way
              Palo Alto, CA 94304
              Facsimile:  650-849-2337
              Attention:  Joel Revill

     3.       Morgan Stanley & Co. Incorporated
              Equity Syndicate
              1585 Broadway
              6/th/ Floor
              New York, NY 10036
              Facsimile:  212-761-0538
              Attention:  Michael Janson, Managing Director

     4.       Davis Polk & Wardwell
              450 Lexington Avenue
              New York, NY 10017
              Facsimile:  (212) 450-3800
              Attention:  Winthrop B. Conrad, Jr.

     If to the Company:

              Nu Skin Enterprises, Inc.
              75 West Center Street
              Provo, UT 84601
              Facsimile:  (801) 345-5060
              Attention:  Truman Hunt

     with a copy to:

              Simpson Thacher & Bartlett
              3330 Hillview Ave.
              Palo Alto, CA 94304

                                       25



              Facsimile:  (650) 251-5002
              Attention:  Kevin Kennedy

     If to the Selling Stockholders:

              American Stock Transfer and Trust Company
              6201 15/th/ Avenue
              Brooklyn, NY 11219
              Facsimile:  (718) 259-1144
              Attention:  Craig Leibell

     with a copy to:

              Collister Nebeker & McCullough
              Gateway Tower East Suite 900
              10 East South Temple
              Salt Lake City, UT  84133
              Facsimile:  (801) 364-9127
              Attention:  Craig McCullough

     Any party hereto may change the address for receipt of communications by
     giving written notice to the others.

         Section 14. Successors. This Agreement will inure to the benefit of and
     be binding upon the parties hereto, including any substitute Underwriters
     pursuant to Section 10 hereof, and to the benefit of the employees,
     officers and directors and controlling persons referred to in Section 8 and
     Section 9, and in each case their respective successors, and personal
     representatives, and no other person will have any right or obligation
     hereunder. The term "successors" shall not include any purchaser of the
     Common Shares as such from any of the Underwriters merely by reason of such
     purchase.

         Section 15. Partial Unenforceability. The invalidity or
     unenforceability of any Section, paragraph or provision of this Agreement
     shall not affect the validity or enforceability of any other Section,
     paragraph or provision hereof. If any Section, paragraph or provision of
     this Agreement is for any reason determined to be invalid or unenforceable,
     there shall be deemed to be made such minor changes (and only such minor
     changes) as are necessary to make it valid and enforceable.

         Section 16. Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED
     BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW
     YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.

         Section 17. Failure of One or More of the Selling Stockholders to Sell
     and Deliver Common Shares. If one or more of the Selling Stockholders shall
     fail to sell and deliver to the Underwriters the Common Shares to be sold
     and delivered by such Selling Stockholders at the First Closing Date
     pursuant to this Agreement, then the Underwriters may at their option, by
     written notice from the Representative to the Company and the Selling
     Stockholders, either (i) terminate this Agreement without any liability on
     the part of any

                                       26



     Underwriter or, except as provided in Sections 4, 6, 8 and 9 hereof, the
     Company or the Selling Stockholders, or (ii) purchase the shares which the
     Company and other Selling Stockholders have agreed to sell and deliver in
     accordance with the terms hereof. If one or more of the Selling
     Stockholders shall fail to sell and deliver to the Underwriters the Common
     Shares to be sold and delivered by such Selling Stockholders pursuant to
     this Agreement at the First Closing Date or the Second Closing Date, then
     the Underwriters shall have the right, by written notice from the
     Representative to the Company and the Selling Stockholders, to postpone the
     First Closing Date or the Second Closing Date, as the case may be, but in
     no event for longer than seven days in order that the required changes, if
     any, to the Registration Statement and the Prospectus or any other
     documents or arrangements may be effected.

         Section 18. General Provisions. This Agreement constitutes the entire
     agreement of the parties to this Agreement and supersedes all prior written
     or oral and all contemporaneous oral agreements, understandings and
     negotiations with respect to the subject matter hereof. This Agreement may
     be executed in two or more counterparts, each one of which shall be an
     original, with the same effect as if the signatures thereto and hereto were
     upon the same instrument. This Agreement may not be amended or modified
     unless in writing by all of the parties hereto, and no condition herein
     (express or implied) may be waived unless waived in writing by each party
     whom the condition is meant to benefit. The Table of Contents and the
     Section headings herein are for the convenience of the parties only and
     shall not affect the construction or interpretation of this Agreement.

         Each of the parties hereto acknowledges that it is a sophisticated
     business person who was adequately represented by counsel during
     negotiations regarding the provisions hereof, including, without
     limitation, the indemnification provisions of Section 8 and the
     contribution provisions of Section 9, and is fully informed regarding said
     provisions. Each of the parties hereto further acknowledges that the
     provisions of Sections 8 and 9 hereto fairly allocate the risks in light of
     the ability of the parties to investigate the Company, its affairs and its
     business in order to assure that adequate disclosure has been made in the
     Registration Statement, any preliminary prospectus and the Prospectus (and
     any amendments and supplements thereto), as required by the Securities Act
     and the Exchange Act.

         The respective indemnities, contribution agreements, representations,
     warranties and other statements of the Company, the Selling Stockholders
     and the several Underwriters set forth in or made pursuant to this
     Agreement shall remain operative and in full force and effect, regardless
     of (i) any investigation, or statement as to the results thereof, made by
     or on behalf of any Underwriter, the officers or employees of any
     Underwriter, any person controlling any Underwriter, the Company, the
     officers or employees of the Company, or any person controlling the
     Company, any Selling Stockholder or any person controlling such Selling
     Stockholder, (ii) acceptance of the Shares and payment for them hereunder
     and (iii) termination of this Agreement.

         Except as otherwise provided, this Agreement has been and is made
     solely for the benefit of and shall be binding upon the Company, the
     Selling Stockholders, the Underwriters, the Underwriters' officers and
     employees, any controlling persons referred to herein, the Company's
     directors and the Company's officers who sign the Registration Statement
     and their respective successors and assigns, all as and to the extent
     provided in this Agreement, and no other person shall acquire or have any
     right under or by virtue of this Agreement. The term "successors and
     assigns" shall not include a purchaser of any of the Shares from any of the
     several Underwriters merely because of such purchase.

                                       27



     If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to the Company and the Custodian the enclosed copies
hereof, whereupon this instrument, along with all counterparts hereof, shall
become a binding agreement in accordance with its terms.

                                                     Very truly yours,

                                                     NU SKIN ENTERPRISES, INC.

                                                     By:________________________
                                                        Name:
                                                        Title:

                                                     SELLING STOCKHOLDERS

                                                     By:________________________
                                                        Name:
                                                        Attorney-in-fact


     The foregoing Underwriting Agreement is hereby confirmed and accepted by
the Representatives as of the date first above written.

BANC OF AMERICA SECURITIES LLC
MERRILL LYNCH, PIERCE, FENNER &
  SMITH INCORPORATED
MORGAN STANLEY & CO. INCORPORATED

Acting as Representatives of the
several Underwriters named in
the attached Schedule A.

By: BANC OF AMERICA SECURITIES LLC

By: _________________________
    Name:
    Title:

By: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED


By: _________________________
    Name:
    Title:

                                       28



                                   SCHEDULE A

                                                              Number of
                                                              Firm Common
                                                              Shares
Underwriters                                                  to be Purchased

Banc of America Securities LLC ........................       [___]
Merrill Lynch, Pierce, Fenner &
   Smith Incorporated .................................       [___]
Morgan Stanley & Co. Incorporated .....................       [___]
[Junior Co-Managers] ..................................       [___]

         Total ........................................       17,000,000



                                   SCHEDULE B



                                                               Number of             Maximum Number of
                                                               Firm Common           Optional Common
Selling Stockholder                                            Shares to be Sold     Shares to be Sold
                                                                               
BMR NS-Holdings, LLC ........................................      2,848,699                518,265
The B and D Roney Trust .....................................         44,000                      -
The S and K Lund Trust ......................................         50,000                      -
75 West Center Street
Provo, UT 84601

Nedra Roney .................................................      2,660,576                469,486
3507 North University Avenue
Provo, UT 84604

Sandra N. Tillotson .........................................      2,328,006                415,967
The Sandra N. Tillotson Foundation ..........................         15,000                      -
The Sandra N. Tillotson Fixed Charitable Trust ..............        250,000                      -
75 West Center Street
Provo, UT 84601

Craig S. Tillotson ..........................................      1,768,543                311,637
The Craig S. Tillotson Foundation ...........................         61,600                      -
The Craig S. Tillotson Fixed Charitable Trust ...............        112,500                      -
75 West Center Street
Provo, UT 84601

RCB NS-Holdings, LLC ........................................      1,713,581                311,637
The Bryson Foundation .......................................         52,500                      -
The Bryson Fixed Charitable Trust ...........................         73,800                      -
75 West Center Street
Provo, UT 84601

SJL NS-Holdings, LLC ........................................        633,862                261,504
The Steven and Kallen Lund Fixed Charitable Trust ...........         51,280                      -






                                                                 Number of      Maximum
Selling Stockholder                                              Firm           Number of
                                                                 Common         Optional
                                                                 Shares         Common Shares
                                                                 to be Sold     to be Sold
                                                                         
C & K Trust ................................................      102,762                -
75 West Center Street
Provo, UT 84601

BBR NS-Holdings, LLC .......................................    1,409,131          261,504
75 West Center Street
Provo, UT 84601

Kirk Roney .................................................      528,697                -
Melanie Roney ..............................................      413,684                -
P.O. Box 322
Teton Village, WY

Rick A. Roney ..............................................      495,180                -
All R's Trust--Rick Roney ..................................        6,459                -
K and M Roney Trust ........................................       88,082                -
1103 S. Lynnwood Drive
Orem, UT 84097

K & M Rhino, LLC ...........................................      250,000                -
S & K Rhino, LLC ...........................................       50,000                -
10 East South Temple
Suite 900
Salt Lake City, UT 84133

Corporation of the President of the Church of
Jesus Christ of Latter Day Saints ..........................      992,058                -
Donation-In-Kind Room 1514
50 East North Temple Street
Salt Lake City, UT 84150

         Total: ............................................   17,000,000        2,550,000
                                                             ============      ===========




                                                                       EXHIBIT A

               Opinion of counsel for the Company to be delivered pursuant to
Section 5(d) of the Underwriting Agreement.

     1. The Company has been duly incorporated and is validly existing and in
good standing as a corporation under the laws of the State of Delaware and has
full corporate power and authority to conduct its business as described in the
Registration Statement and Prospectus.

     2. All outstanding shares of the Company's Class A common stock, including
the Shares, have been duly authorized, and validly issued, and are fully paid
and nonassessable; and the Class A common stock, including the Shares, conforms
in all material respects to the description of such Class A common stock
contained in the Prospectus.

     3. The statements made in the Prospectus under the caption "Description of
Capital Stock," insofar as they purport to constitute summaries of the terms of
the Company's Class A common stock (including the Shares), constitute accurate
summaries of the terms of such Class A common stock in all material respects.

     4. The statements made in the Prospectus under the caption "Certain United
States Tax Consequences to Non-U.S. Holders," insofar as they purport to
constitute summaries of matters of United States federal tax law and regulations
or legal conclusions with respect thereto, constitute accurate summaries of the
matters described therein in all material respects.

     5. The Underwriting Agreement has been duly authorized, executed and
delivered by the Company.

     6. The issue and sale of the Shares by the Company and the compliance by
the Company with all of the provisions of the Underwriting Agreement will not
breach or result in a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument filed or incorporated by
reference as an exhibit to the Registration Statement, nor will such action
violate the Certificate of Incorporation or By-laws of the Company or, to our
knowledge, any federal statute or the Delaware General Corporation Law or any
rule or regulation that has been issued pursuant to any federal statute or the
Delaware General Corporation Law or any order known to us issued pursuant to any
federal statute or the Delaware General Corporation Law by any court or
governmental agency or body or court having jurisdiction over the Company or any
of its subsidiaries or any of their properties.

     7. No consent, approval, authorization, order, registration or
qualification of or with any federal governmental agency or body or any Delaware
governmental agency or body acting pursuant to the Delaware General Corporation
Law or, to our knowledge, any federal court or any Delaware court acting
pursuant to the Delaware General Corporation Law is required for the issue and
sale of the Shares and the compliance by the Company with all of the provisions
of the Underwriting Agreement, except for the registration under the Act of the
Shares, and such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky laws and
from the NASD in connection with the purchase and distribution of the Shares by
the Underwriters.

     8. The Registration Statement has become effective under the Act and the
Prospectus was filed on ________, 2002 pursuant to Rule 424(b)___ of the rules
and regulations of the Commission under the Act and, to our knowledge, no stop
order suspending the

                                      A-1



effectiveness of the Registration Statement has been issued or proceeding for
that purpose has been instituted or threatened by the Commission.

     9.  There are no preemptive rights or rights of first refusal under federal
law or the Delaware General Corporation Law or pursuant to the Company's charter
or by-laws to subscribe for or purchase shares of the Company's Class A common
stock.

     10. The statements made in the Prospectus under the caption "Description of
Capital Stock" and in the Registration Statement under Item 15, insofar as they
purport to constitute summaries of the terms of federal statutes, the Delaware
General Corporation Law, rules and regulations thereunder, legal proceedings or
the Company's charter and by-laws, constitute accurate summaries of the matters
summarized in all material respects.

     11. To our knowledge, there are no pending or threatened legal or
governmental proceedings required to be described in the Prospectus which are
not described as required.

     12. The Company is not an "investment company" within the meaning of and
subject to regulation under the Investment Company Act of 1940, as amended.

     Such counsel shall also state that based upon their examination of the
Registration Statement and the Prospectus, their investigations made in
connection with the preparation of the Registration Statement and the Prospectus
and their participation in conferences with certain officers and employees of
the Company, with representatives of PricewaterhouseCoopers LLP and with counsel
to the underwriters, (i) such counsel is of the opinion that the Registration
Statement, as of its effective date, and the Prospectus, as of [ ], 2002,
complied as to form in all material respects with the requirements of the Act
and the applicable rules and regulations of the Commission thereunder, except
that such counsel express no opinion with respect to the financials statements
or other financial data contained in the Registration Statement or the
Prospectus, and (ii) such counsel has no reason to believe that the Registration
Statement, as of its effective date, contained any untrue statement of a
material fact or omitted to state any material fact required to be stated
therein or necessary in order to make the statements therein not misleading or
that the Prospectus as of its date or as of the date hereof contained or
contains any untrue statement of a material fact or omitted or omits to state
any material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, except
that in each case counsel expresses no belief with respect to the financial
statements or other financial data contained in the Registration Statement or
the Prospectus.

     In rendering such opinion, such counsel may rely as to matters of fact, to
the extent such counsel deems proper, on certificates of responsible officers of
the Company and public officials which are furnished to the Representatives. In
addition, such counsel may state their opinion is limited to matters governed by
the laws of the State of New York, the corporate law of the State of Delaware
and the federal law of the United States.

                                      A-2



                                                                       EXHIBIT B

            Opinion of the Assistant General Counsel of the Company to be
   delivered pursuant to Section 5(e) of the Underwriting Agreement.

     1.  The Company is duly qualified as a foreign corporation to do business
and is in good standing in each state in the United States where it owns or
leases real property or maintains an office or other facility.

     2.  Each U.S. significant subsidiary has been duly incorporated in its
respective state of incorporation and is validly existing and in good standing
as a corporation under the laws of such state and has the corporate power and
authority to own, lease and operate its properties and to conduct its business
as described in the Prospectus.

     3.  Each U.S. significant subsidiary is duly qualified as a foreign
corporation to do business, and is in good standing, in each state in the United
States where it owns or leases real property or maintains an office or other
facility.

     4.  All of the issued and outstanding capital stock of each U.S.
significant subsidiary has been duly authorized and validly issued, and is fully
paid and non-assessable. To my knowledge, the Company has not pledged any of the
outstanding capital stock of the U.S. significant subsidiaries.

     5.  The statements in the Prospectus under the caption "Business-
Legal Proceedings" have been reviewed by me and fairly present and summarize, in
all material respects, the matters referred to therein.

     6.  To my knowledge, there are no contracts or documents of a character
required to be described in the Registration Statement or Prospectus or to be
filed as exhibits to the Registration Statement or incorporated by reference
therein which are not described and filed or incorporated by reference as
required.

     7.  To my knowledge, except for such rights as have been duly waived, there
are no persons with registration or other similar rights to have any equity or
debt securities registered for sale under the Registration Statement or included
in the offering contemplated by the Underwriting Agreement other than the
Selling Stockholders.

     8.  To my knowledge, neither the Company nor any U.S. significant
subsidiary of the Company has granted any pre-emptive rights, rights of first
refusal or other similar right to purchase shares of Common Stock that would
apply to or otherwise impact the sale of the shares pursuant to the Underwriting
Agreement.


                                      B-1



                                                                       EXHIBIT C

          The opinion of such counsel pursuant to Section 5(j) shall be rendered
     to the Representatives at the request of the Company and shall so state
     therein. References to the Prospectus in this Exhibit C include any
     1supplements thereto at the Closing Date.

                (i)   The Underwriting Agreement has been duly authorized,
          executed and delivered by or on behalf of, and is a valid and binding
          agreement of, such Selling Stockholder, enforceable in accordance with
          its terms, except as rights to indemnification thereunder may be
          limited by applicable law and except as the enforcement thereof may be
          limited by bankruptcy, insolvency, reorganization, moratorium or other
          similar laws relating to or affecting creditors' rights generally or
          by general equitable principles.

                (ii)  The execution and delivery by such Selling Stockholder of,
          and the performance by such Selling Stockholder of its obligations
          under, the Underwriting Agreement and its Custody Agreement and its
          Power of Attorney will not contravene or conflict with, result in a
          breach of, or constitute a default under, the charter or by-laws,
          partnership agreement, trust agreement or other organizational
          documents, as the case may be, of such Selling Stockholder, or, to the
          best of such counsel's knowledge, violate or contravene any provision
          of applicable law or regulation, or violate, result in a breach of or
          constitute a default under the terms of any other agreement or
          instrument to which such Selling Stockholder is a party or by which it
          is bound, or any judgment, order or decree applicable to such Selling
          Stockholder of any court, regulatory body, administrative agency,
          governmental body or arbitrator having jurisdiction over such Selling
          Stockholder.

                (iii) Such Selling Stockholder has good and valid title to all
          of the Common Shares which may be sold by such Selling Stockholder
          under the Underwriting Agreement and has the legal right and power,
          and all authorizations and approvals required under its charter and
          by-laws, partnership agreement, trust agreement or other
          organizational documents, as the case may be, to enter into the
          Underwriting Agreement and its Custody Agreement and its Power of
          Attorney, to sell, transfer and deliver all of the Common Shares which
          may sold by such Selling Stockholder under the Underwriting Agreement
          and to comply with its other obligations under the Underwriting
          Agreement, its Custody Agreement and its Power of Attorney.

                (iv)  Each of the Custody Agreement and Power of Attorney of
          such Selling Stockholder has been duly authorized, executed and
          delivered by such Selling Stockholder and is a valid and binding
          agreement of such Selling Stockholder, enforceable in accordance with
          its terms, except as rights to indemnification thereunder may be
          limited by applicable law and except as the enforcement thereof may be
          limited by bankruptcy, insolvency, reorganization, moratorium or other
          similar laws relating to or affecting creditors' rights generally or
          by general equitable principles.

                (iv)  Assuming that the Underwriters purchase the Common Shares
          which are sold by such Selling Stockholder pursuant to the
          Underwriting Agreement for value, in good faith and without notice of
          any adverse claim, the delivery of such Common Shares

                                      C-1



                    pursuant to the Underwriting Agreement will pass good and
                    valid title to such Common Shares, free and clear of any
                    security interest, mortgage, pledge, lieu encumbrance or
                    other claim.

                         (vi) To the best of such counsel's knowledge, no
                    consent, approval, authorization or other order of, or
                    registration or filing with, any court or governmental
                    authority or agency, is required for the consummation by
                    such Selling Stockholder of the transactions contemplated in
                    the Underwriting Agreement, except as required under the
                    Securities Act, applicable state securities or blue sky
                    laws, and from the NASD.

    In rendering such opinion, such counsel may rely (A) as to matters involving
the application of laws of any jurisdiction other than the laws of the State of
Utah, the General Corporation Law of the State of Delaware or the federal law of
the United States, to the extent they deem proper and specified in such opinion,
upon the opinion (which shall be dated the First Closing Date or the Second
Closing Date, as the case may be, shall be satisfactory in form and substance to
the Underwriters, shall expressly state that the Underwriters may rely on such
opinion as if it were addressed to them and shall be furnished to the
Representatives) of other counsel of good standing whom they believe to be
reliable and who are satisfactory to counsel for the Underwriters; provided,
however, that such counsel shall further state that they believe that they and
the Underwriters are justified in relying upon such opinion of other counsel,
and (B) as to matters of fact, to the extent they deem proper, on certificates
of the Selling Stockholders and public officials.

                                       C-2



                                                                       EXHIBIT D

     The opinion of such counsel pursuant to Section 5(g) shall be rendered to
the Representatives at the request of the Company and shall so state therein.
References to the Prospectus in this Exhibit D include any supplements thereto
at the Closing Date.

        1.     The Subsidiary has been duly incorporated and is validly existing
as a corporation under the laws of Japan, and has the corporate power and
authority to own, lease and operate its properties and to conduct its business
as described in the Prospectus; and

        2.     All of the issued and outstanding shares of capital stock of the
Subsidiary have been duly authorized and validly issued, and, to the best of our
current, actual knowledge, are fully paid and non-assessable, owned directly or
indirectly by the Company.

                                      D-1



                                                                       EXHIBIT E

July __, 2002

Banc of America Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated

       As Representatives of the Several Underwriters
c/o Banc of America Securities LLC
600 Montgomery Street
San Francisco, California 94111

and

c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
New York, NY 10080

RE:  Nu Skin Enterprises, Inc. (the "Company")

Ladies & Gentlemen:

The undersigned is an owner of record or beneficially of certain shares of Class
A Common Stock of the Company ("Common Stock") or securities convertible into or
exchangeable or exercisable for Common Stock. The Company proposes to carry out
a public offering of Common Stock (the "Offering") for which you will act as the
representatives of the underwriters. The undersigned recognizes that the
Offering will be of benefit to the undersigned and will benefit the Company. The
undersigned acknowledges that you and the other underwriters are relying on the
representations and agreements of the undersigned contained in this letter in
carrying out the Offering and in entering into underwriting arrangements with
the Company with respect to the Offering.

In consideration of the foregoing, the undersigned hereby agrees that the
undersigned will not, (and will cause any spouse or immediate family member of
the spouse or the undersigned living in the undersigned's household not to),
without the prior written consent of Banc of America Securities LLC and Merrill
Lynch, Pierce, Fenner & Smith Incorporated (which consent may be withheld in
their sole discretion), directly or indirectly, sell, offer, contract or grant
any option to sell (including without limitation any short sale), pledge,
transfer, establish an open "put equivalent position" within the meaning of Rule
16a-1(h) under the Securities Exchange Act of 1934, as amended, or otherwise
dispose of any shares of Common Stock, options or warrants to acquire shares of
Common Stock, or securities exchangeable or exercisable for or convertible into
shares of Common Stock currently or hereafter owned either of record or
beneficially (as defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended) by the undersigned (or such spouse or family member), or
publicly announce an intention to do any of the foregoing, for a period
commencing on the date hereof and continuing through the close of trading on the
date 90 days after the date of the Prospectus. The undersigned also agrees and
consents to the entry of stop transfer instructions with the Company's transfer
agent and registrar against the transfer of shares of Common Stock or securities
convertible into or exchangeable or exercisable for Common Stock held by the
undersigned except in compliance with the foregoing restrictions.

                                      E-1



With respect to the Offering only, the undersigned waives any registration
rights relating to registration under the Securities Act of any Common Stock
owned either of record or beneficially by the undersigned, including any rights
to receive notice of the Offering.

This agreement is irrevocable and will be binding on the undersigned and the
respective successors, heirs, personal representatives, and assigns of the
undersigned.


_________________________________
Printed Name of Holder


By: _____________________________
    Signature



_________________________________
Printed Name of Person Signing

(and indicate capacity of person
signing if signing as custodian,
trustee, or on behalf of an entity)

                                      E-2



                                                                       EXHIBIT F

July __, 2002

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

Banc of America Securities LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Morgan Stanley & Co. Incorporated
         As Representatives of the Several Underwriters
c/o Banc of America Securities LLC
600 Montgomery Street
San Francisco, California 94111
and
c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
New York, NY 10080

RE:   Nu Skin Enterprises, Inc. (the "Company")

Ladies & Gentlemen:

The undersigned is an owner of record or beneficially of certain shares of Class
A Common Stock of the Company ("Common Stock") or securities convertible into or
exchangeable or exercisable for Common Stock. The Company proposes to carry out
a public offering of Common Stock (the "Offering") for which you will act as the
representatives (the "Representatives") of the underwriters. The undersigned
recognizes that the Offering will be of benefit to the undersigned and will
benefit the Company. The undersigned acknowledges that the Company, the
Representatives and the other underwriters are relying on the representations
and agreements of the undersigned contained in this letter in carrying out the
Offering and in entering into underwriting arrangements with the Company with
respect to the Offering.

In consideration of the foregoing, the undersigned hereby agrees that the
undersigned will not, (and will cause any spouse or immediate family member of
the spouse or the undersigned living in the undersigned's household not to),
without the prior written consent of the Banc of America Securities LLC and
Merrill Lynch, Pierce, Fenner & Smith Incorporated (which consent may be
withheld in their sole discretion) and without the approval of the majority of
the independent directors (who are not related to or affiliated with the
undersigned) of the Company's board of directors, directly or indirectly, sell,
offer, contract or grant any option to sell (including without limitation any
short sale), pledge, transfer, establish an open "put equivalent position"
within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934,
as amended, or otherwise dispose of any shares of Common Stock, options or
warrants to acquire shares of Common Stock, or securities exchangeable or
exercisable for or convertible into shares of Common Stock currently or
hereafter owned either of record or beneficially (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) by the undersigned (or such
spouse or family member), or publicly announce an intention to do any of the
foregoing, for a period commencing on the date hereof and continuing through the
close of trading on the second anniversary of the date of the Prospectus. The
foregoing sentence shall not apply, however, to: (a) the transfer by the
undersigned, following the first anniversary of the date of the Prospectus, of
the number of shares of Common Stock set forth opposite the undersigned's name
in Schedule A hereto, as a charitable contribution to a charitable organization;
(b) distributions to the undersigned of shares of Common Stock by fixed

                                      F-1



charitable remainder trusts established by the undersigned and which require
such distributions, provided that such shares of Common Stock are subject to the
provisions of this letter; (c) transfers of shares of Common Stock between the
undersigned and the undersigned's immediate family members or their related
persons or estate planning entities, provided that the transferee agrees in
writing that such shares of Common Stock are subject to the provisions of this
letter; (d) sales of shares of Common Stock of which the undersigned is the
beneficial owner but with respect to which the undersigned or the undersigned's
immediate family members living in his or her household has no direct or
indirect "pecuniary interest" (as defined in Rule 16a-1(a)(2) under the
Securities Exchange Act of 1934); and (e) transfers of shares of Common Stock by
lenders exercising their rights pursuant to the Line of Credit Agreement dated
January 23, 1998, as amended, between Nedra D. Roney and Bank One Utah upon an
event of default thereunder or in connection with a refinancing thereof.

With respect to the Offering only, the undersigned waives any registration
rights relating to registration under the Securities Act of any Common Stock
owned either of record or beneficially by the undersigned, including any rights
to receive notice of the Offering.

This agreement is irrevocable and will be binding on the undersigned and the
respective successors, heirs, personal representatives, and assigns of the
undersigned.


______________________________________
Printed Name of Holder


By: __________________________________
    Signature



______________________________________
Printed Name of Person Signing

(and indicate capacity of person signing if
signing as custodian, trustee, or on behalf
of an entity)

                                      F-2

                                                                     Exhibit 4.6

                    LOCK-UP AND REGISTRATION RIGHTS AGREEMENT

     THIS LOCK-UP AND REGISTRATION RIGHTS AGREEMENT (this "Agreement") is
entered into effective as of July ___, 2002 by and among the persons and
entities listed on the signature pages of this Agreement (individually, an
"Initial Stockholder" and collectively, the "Initial Stockholders"), and Nu Skin
Enterprises, Inc., a corporation organized under the laws of the State of
Delaware (the "Company").

                                    RECITALS

     A.   WHEREAS, the Initial Stockholders own shares of the Class A Common
Stock, $0.001 par value per shares ("Class A Common Stock"), and shares of the
Class B Common Stock, $0.001 par value per share ("Class B Common Stock"), of
the Company, which shares of Class B Common Stock are convertible at any time on
a one-for-one basis into shares of Class A Common Stock (the shares of the
Company's Class A Common Stock and Class B Common Stock held at any time during
the term of this Agreement by any of the Stockholders (as defined below),
whether now owned or hereafter acquired, are collectively referred to
hereinafter as the "Shares");

     B.   WHEREAS, the Initial Stockholders are parties to that certain Amended
and Restated Stockholders Agreement dated as of November 28, 1997, as amended by
Amendment No. 1 dated as of March 8, 1999 and Amendment No. 2 dated as of May
13, 1999 to the Amended and Restated Stockholders Agreement (collectively
referred to hereinafter as the "Original Stockholders Agreement"); and

     C.   WHEREAS, in connection with the execution of this Agreement, the
Company has agreed to register with the Securities and Exchange Commission
certain of the Initial Stockholders' Shares on Form S-3 (the "Registration
Statement") in exchange for the Initial Stockholders' agreement to be bound by
the terms hereof, including but not limited to, the restrictions on transfer of
Shares for a period of two years contained in each Initial Stockholder's
agreement with the underwriters identified in the Registration Statement, the
volume limitations on public sales of Shares and each Initial Stockholder's
general release in favor of the Company.

     D.   WHEREAS, the Initial Stockholders desire to amend and restate the
Original Stockholders Agreement in its entirety and enter into this Agreement on
the terms and conditions as provided below;

     NOW THEREFORE, in consideration of the premises and the mutual agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:




     1.   DEFINITIONS. For purposes of this agreement, the following terms shall
have the following meanings:

          1.1   "Agreement" shall have the meaning given such term in the
introductory paragraph of this Agreement.

          1.2   "Class A Common Stock" shall have the meaning given such term in
Recital A hereof.

          1.3   "Class B Common Stock" shall have the meaning given such term in
Recital A hereof.

          1.4   "Company" shall have the meaning given such term in the
introductory paragraph of this Agreement.

          1.5   "Cure Notice" shall have the meaning given such term in Section
3.3.1 hereof.

          1.6   "Fair Market Value" shall be the average closing price of the
Company's Class A Common Stock as reported on the New York Stock Exchange for
the 20 trading days immediately prior to the date of a margin call or event of
default as described in Section 3.3.1 hereof.

          1.7   "Initial Stockholders" or "Initial Stockholder" shall have the
meaning given such terms in the introductory paragraph of this Agreement.

          1.8   "Institution" shall have the meaning given such term in Section
3.3.1 hereof.

          1.9   "Involuntary Transfer" shall have the meaning given such term in
Section 4.1 hereof.

          1.10  "Notice Period" shall have the meaning given such term in
Section 4.2.3 hereof.

          1.11  "Offer Notice" shall have the meaning given such term in Section
4.2.2 hereof.

          1.12  "Offered Shares" shall have the meaning given such term in
Section 4.2.1 hereof.

          1.13  "Offering Stockholder" shall have the meaning given such term in
Section 4.2.1 hereof.

          1.14  "Original Stockholders Agreement" shall have the meaning given
such term in Recital B hereof.

                                       2




          1.15  "Pledge" or any derivation of such term shall have the meaning
given such term in Section 3.3.1 hereof.

          1.16  "Principal Stockholder" shall mean each of Blake M. Roney, Nedra
D. Roney, Sandra N. Tillotson, R. Craig Bryson, Craig S. Tillotson, Steven J.
Lund, Brooke B. Roney, Kirk V. Roney and Rick A. Roney.

          1.17  "Principal Stockholder Group" shall mean collectively the
individuals and entities listed opposite each Principal Stockholder Group's name
on Schedule A attached hereto, the Principal Stockholder's Controlled Entity and
any transferee that becomes a party to this Agreement pursuant to Section 3.4.

          1.18  "Purchase Periods" shall have the meaning given such term in
Section 4.2.4 hereof.

          1.19  "Purchasing Stockholder" shall have the meaning given such term
in Section 4.2.3 hereof.

          1.20  "Registration Statement" shall have the meaning given in Recital
C hereof.

          1.21  "Restricted Stock" shall have the meaning given such term in
Section 7.1 hereof.

          1.22  "Right of First Offer" shall have the meaning given such term in
Section 4.2.1 hereof.

          1.23  "SEC" shall have the meaning given in Recital C hereof.

          1.24  "Securities Act" shall have mean the Securities Act of 1933, as
amended.

          1.25  "Selling Expenses" shall have the meaning given such term in
Section 7.5 hereof.

          1.26  "Shares" shall have the meaning given such term in Recital A
hereof.

          1.27  "Stockholder" or "Stockholders" shall mean the following persons
and entities: (i) each Initial Stockholder (and spouse) and his, her or its
assignees hereunder and his, her or its respective estate, guardian,
conservator, committee, trustee, manager, partner or officer and his, or her
spouse; (ii) each person or entity that becomes a party hereto pursuant to
Section 3.4 below; (iii) each descendant of each Initial Stockholder and his,
her or its respective estate, guardian, conservator, committee, trustee,
manager, partner or officer; and (iv) each Stockholder Controlled Entity.

          1.28  "Stockholder Controlled Entity" shall mean the following
entities: (i) any not-for-profit corporation of which an Initial Stockholder or
his or her descendants can elect at least eighty percent (80%) of its board of
directors; (ii) any other corporation if at least eighty percent (80%) of the
value of its outstanding equity is owned by an Initial Stockholder or his or

                                       3



her descendants or spouse; (iii) any partnership if at least eighty percent
(80%) of the value of its partnership interests is owned by an Initial
Stockholder or his or her descendants or spouse; (iv) any limited liability
company or similar company if at least eighty percent (80%) of the value of such
company is owned by an Initial Stockholder or his or her descendants or spouse;
and (v) any trust if an Initial Stockholder is a settlor, trustee or beneficiary
of the trust.

          1.29  "Transfer" or any other derivation of such term shall have the
meaning given such term in Section 2.1 hereof.

     2.   RESTRICTIONS ON TRANSFER; LOCK-UP.

          2.1   Restriction on Transfers. Each of the Stockholders hereby agrees
that he, she or it shall not, directly or indirectly, sell, make any short sale
of, grant any option for the purchase of, assign, give, bequeath, transfer,
distribute, pledge, hypothecate or otherwise encumber, convey or dispose of
(collectively, "Transfer") any of the Shares owned by him, her or it (whether
now owned or hereafter acquired) except as otherwise allowed by this Agreement.
Any attempted or purported Transfer of any Shares by any Stockholder in
violation or contravention of the terms of this Agreement shall be void. The
Company shall, and shall instruct its transfer agent to, reject and refuse to
transfer on its books any Shares that may have been Transferred in violation or
contravention of any of the provisions of this Agreement and shall not recognize
any person, estate, executor, administrator, firm, association, corporation or
entity holding any of the Shares as being a stockholder of the Company, and any
such person, estate, executor, administrator, firm, association, corporation or
entity shall not have any rights as a stockholder of the Company. In addition to
any other remedies available to the parties to this Agreement either at law, in
equity or pursuant to this Agreement, no dividends shall be paid on, or any
distribution made on, any Shares that are Transferred in violation or breach of
this Agreement.

          2.2   Two-Year Lock-Up Agreement. Each of the Initial Stockholders
hereby acknowledges and confirms that he, she or it has entered into a separate
two-year lock-up agreement with the underwriters identified in the Registration
Statement (the "Two-Year Lock-Up Agreement") and hereby agrees to comply with
the obligations set forth in such Two-Year Lock-Up Agreement.

     3.   PERMITTED TRANSFERS. Following the expiration of the Two-Year Lock-Up
Agreement, Stockholders shall be permitted to Transfer Shares only as provided
in this Section 3 and in Section 4 of this Agreement and as otherwise agreed to
in writing by the Company.

          3.1   Public Sales. Subject to compliance with the provisions of this
Agreement including the volume limitations set forth in Section 3.1.2 below and
compliance with applicable securities laws, Stockholders may Transfer Shares
through public resales pursuant to Rule 144 or such other exemption under
federal and state securities laws as may allow for a public resale of the
Shares.

                3.1.1 Unless the Company in its sole discretion, exercised in
good faith, determines otherwise, all Transfers pursuant to Section 3.1 shall be
made through the Provo, Utah office or a specific office in New York City
(designated by the Company) of Merrill Lynch

                                       4



& Co., the Dallas, Texas office (designated by the Company) of Banc of America
Securities LLC, or such other broker or office as may be proposed by a
Stockholder and approved in advance in writing by the Company; provided,
however, the Company may revoke such approval or modify or change the brokers
and offices through which sales pursuant to Section 3.1 may be made at any time
as it determines appropriate in its sole discretion, exercised in good faith.

               3.1.2  The number of Shares Transferred by a Stockholder pursuant
to Section 3.1, together with all Transfers of Class A Common Stock pursuant to
Section 3.1 within the preceding three months for the account of (A) such
Stockholder, (B) the other Stockholders who are part of the same Principal
Stockholder Group as such Stockholder, and (C) any transferee of such
Stockholder or other member of such Stockholder's Principal Stockholder Group to
the extent such Transfers are required to be aggregated by Section 3.5, shall
not exceed the greater of: (i) one percent of the shares of Class A Common Stock
outstanding as shown by the most recent Exchange Act report of the Company; and
(ii) the average weekly reported volume of trading in such securities on all
national securities exchanges and/or reported through the automated quotation
system of a registered securities association during the four calendar weeks
preceding the filing of a Form 144, or if no such notice is required, the date
of receipt of the order to execute the transaction by the broker or the date of
execution of the transaction directly with a market maker, provided that, in no
event shall such sales by a Stockholder and other members of the same Principal
Stockholder Group for any such three-month period exceed 350,000 shares of Class
A Common Stock in the aggregate.

               3.1.3  Notwithstanding anything herein to the contrary, in the
event the Company notifies Stockholders of its intent to file a registration
statement under the Securities Act for the public distribution of securities, on
either a primary or secondary basis, the Stockholders agree not to effect any
sales of Shares under Section 4(1) or Rule 144 of the Securities Act during a
period commencing on the date of such notice and ending ninety days after the
effectiveness of such registration statement.

          3.2 Registered Sales, Private Resales, Gifts, Bequests and
Distributions. Subject to the terms and conditions of this Agreement and
compliance with applicable securities laws, any Stockholder may Transfer shares
of Class A Common Stock (i) pursuant to a public offering of shares of Class A
Common Stock registered by the Company under the Securities Act, pursuant to the
rights granted in Section 7 hereof; (ii) pursuant to an exempt private resale
transaction to a person other than a Stockholder or a Stockholder Controlled
Entity, (iii) to other Stockholders or any Stockholder Controlled Entity, (iv)
by gift or bequest to a person other than a Stockholder or Stockholder
Controlled Entity; or (v) a distribution from a Stockholder Controlled Entity
that is a trust to one or more beneficiaries thereof who are Stockholders.

          3.3  Pledges to Institutions.

               3.3.1  Any Stockholder may grant a lien or security interest in,
pledge, hypothecate or encumber (collectively, a "Pledge") any Shares
beneficially owned by him, her or it to a nationally or internationally
recognized financial or lending institution with assets of not less than
$10,000,000,000 (an "Institution"); provided, however, that (i) no Principal
Stockholder shall Pledge Shares to secure loans if the aggregate amount of all
such loans to such Principal

                                       5



Stockholder's particular Principal Stockholder's Group exceeds the amounts set
forth next to such Stockholder Group's name on Schedule B attached hereto under
the heading "Aggregate Indebtedness Limit"; (ii) each Stockholder is required to
give the Secretary of the Company five day's prior written notice that he, she
or it intends to Pledge Shares to an Institution pursuant to this Section 3.3.1;
(iii) the Institution must agree in writing at or prior to the time such Pledge
is made that the Company shall have the right to satisfy any margin call or cure
any event of default by a Stockholder in connection with a loan by purchasing
any or all Shares Pledged at a price equal to fifty percent (50%) of the Fair
Market Value of the Shares subject to the Pledge on the date of the margin call
or event of default; (iv) the Institution must agree in writing at or prior to
any Pledge that it will give written notice to the Company of any event of
default or margin call with respect to a Pledge at the same time notice is given
to the Stockholder who Pledged the Shares and that it will give the Company five
business days to cure the default or satisfy the margin call by purchasing any
or all Shares Pledged at a price equal to fifty percent (50%) of the Fair Market
Value of the Shares subject to the Pledge on the date of the margin call or
event of default; (v) the Institution must agree in writing at or prior to the
time of such Pledge that the Company may elect to satisfy any margin call or
cure any event of default with respect to any Pledge by (a) giving written
notice (the "Cure Notice") to the Institution of the Company's election to
satisfy any margin call or cure any event of default and listing in such Cure
Notice the number of Shares to be purchased by the Company from the Institution
and (b) paying to the Institution by wire transfer the purchase price for the
Shares to be purchased by the Company; (vi) the Institution must agree in
writing at or prior to the Pledge that upon the receipt of the Cure Notice and
the payment for the Shares to be purchased, the purchased Shares shall be
immediately transferred and conveyed to the Company as indicated in the Cure
Notice; (vii) the Institution must agree in writing at or prior to the time such
Pledge is made that, in the event the amount paid by the Company for Shares
subject to the Pledge upon the occurrence of margin call or event of default
shall exceed the amount of the indebtedness due to the Institution, the excess
funds shall be paid by the Institution to the Stockholder who pledged such
Shares; and (viii) the Institution must acknowledge to the Company in writing
prior to the time the Pledge is made that it is aware of this Agreement and
agrees to be bound by the terms hereof. If both the Company and the Principal
Stockholder who Pledged the Shares give notice of their election or intent to
cure the event of default or satisfy any margin call, the first of them to make
payment of the required amounts to the Institution shall be deemed to have cured
the event of default or satisfied the margin call, as applicable. The parties
hereto agree that the right given to the Company in this Section 3.3.1 to
purchase Shares in the event of a default or margin call with respect to a
Pledge will be exercisable only to satisfy a margin call or an event of default
under a Pledge, with no such right being exercisable in any other event.

               3.3.2 Power of Attorney. Each Stockholder hereby appoints and
constitutes each of Blake M. Roney and Steven J. Lund with full power of
substitution, as attorneys-in-fact to act in their name, place and stead, to
transfer and convey to the Company all Shares purchased by the Company pursuant
to Section 3.3.1 and to execute and deliver all stock powers, endorse all stock
certificates and execute and deliver any and all instruments, documents and
agreements necessary to transfer all Shares purchased by the Company pursuant to
Section 3.3.1. The foregoing power of attorney is coupled with an interest and
is irrevocable. Each Stockholder agrees to indemnify and hold the Company and
Messrs. Blake M. Roney and Steven J. Lund, or their appointees, harmless from
and against any and all liabilities, claims, damages and expenses (including
attorney's fees, expert and court costs) incurred by the

                                       6



Company or Messrs. Blake M. Roney or Steven J. Lund, or their appointees, in
connection with the exercise by the Company of its rights under Section 3.3.1
and the performance by Messrs. Blake M. Roney and Steven J. Lund, or their
appointees, of their duties and responsibilities as attorneys-in-fact under this
Section 3.3.2.

          3.4  Application of Agreement to Shares After Transfers. Unless the
Company shall agree otherwise in writing, all Shares that are Transferred in
accordance with Section 3 hereof, other than (i) Transfers pursuant to Section
3.1, (ii) Transfers pursuant to a registered public offering in which
Shareholders exercise their rights to participate pursuant to Section 7, (iii)
Transfers by Institutions to satisfy a margin call or upon an event of default
as provided in Section 3.3.1, (iv) Transfers to the Company, and (v) except as
provided in Section 3.5, Transfers to a person who is not a Stockholder
Controlled Entity or an existing Stockholder pursuant to an exempt private
resale transaction or gift, shall be subject to the terms, obligations,
conditions and restrictions set forth in this Agreement, and any person or
entities to whom or to which such Shares have been Transferred shall
automatically become a party to this Agreement upon such Transfer and shall be
subject to the provisions of this Agreement without the need for such person to
sign this Agreement or the other parties hereto to re-execute this Agreement or
otherwise acknowledge such person as a party hereto. All persons to whom Shares
are Transferred pursuant to this Agreement, by taking receipt of the Transferred
Shares, agree to be bound by all of the terms and conditions of this Agreement
to the extent provided herein. As a condition to any Transfer of Shares pursuant
to this Agreement, the Company may (but shall not be obligated to) require any
transferee to execute and deliver a copy of this Agreement and any other
documentation necessary, in the Company's judgment, in connection with such
transferee becoming a party to this Agreement or agreeing to be bound by the
resale limitations.

          3.5  Application of Agreement to Transferees. Unless the Company
otherwise agrees in writing, any person to whom Shares are transferred (other
than Transfers (i) pursuant to Section 3.1, (ii) pursuant to a registered public
offering in which Shareholder's exercise their rights to participate pursuant to
Section 7, (iii) by Institutions to satisfy a margin call or upon an event of
default as provided in Section 3.3.1, (iv) to the Company or (iv) Transfers by
gift to a donee that is a non-profit entity that is qualified under Section
501(c)(3) of the Internal Revenue Code and is unaffiliated with any Stockholder
by a Stockholder in an aggregate amount not to exceed $100,000 per Principal
Stockholder Group in any calendar year) shall be subject to and bound by the
provisions of Section 3.1 with respect to the sale of such Transferred Shares,
including, without limitation, the volume limitations set forth in Section
3.1.2. For purposes of calculating the volume limitation applicable to the
resale of such Transferred Shares by the transferee and Transfers pursuant to
Section 3.1 by the Principal Stockholder Group of the transferor, all public
sales of the transferred Shares shall be aggregated with all Transfers pursuant
to Section 3.1 by the Principal Stockholder Group of the transferor, and the
aggregate number of the Transferred Shares sold by the transferee together with
any Shares sold by the Principal Stockholder Group of the transferor shall not
exceed the volume limitations set forth in Section 3.1. Notwithstanding the
foregoing, upon request of the Company, the Company may authorize, which
authorization may be granted or withheld in its sole discretion, a donee that is
a non-profit entity that is qualified under Section 501(c)(3) of the Internal
Revenue Code and is unaffiliated with any Stockholder to sell shares and not
have such shares aggregated with any shares transferred by the transferring
Stockholder provided that such donee sells such Shares in accordance with the
requirements specified by the Company such as selling such Shares through a
designated broker and over such time period as may be required by the Company.

                                       7



Notwithstanding the foregoing, Kirk V. Roney and Melanie K. Roney shall be
permitted to sell up to an aggregate of 150,000 Shares per calendar quarter
received from Nedra D. Roney as payment on that certain promissory note, dated
June 26, 2001 in the principal amount $12,399,150, without aggregating the sale
of such Shares with sales of Nedra D. Roney's Principal Stockholder Group for
purposes of calculating the volume limitation applicable to Nedra D. Roney's
Principal Stockholder Group or Kirk V. Roney's Principal Stockholder Group under
Section 3.1, and in consideration of this exclusion from the aggregation
requirements, Kirk V. Roney, Melanie K. Roney and each of their Stockholder
Controlled Entities agrees not to Transfer more than an aggregate of 150,000 of
the Shares received from Nedra D. Roney in any calendar quarter.

          3.6  Transfers to the Company. None of the Transfer restrictions set
forth in this Agreement shall limit the ability the Company to repurchase Shares
from a Stockholder.

     4.   INVOLUNTARY TRANSFERS.

          4.1  By Operation of Law. If Shares owned of record or beneficially by
a Stockholder are Transferred by operation of law to any person or entity other
than a Stockholder, including, without limitation, to the bankruptcy estate or
to the trustee in bankruptcy of a Stockholder or to a purchaser at any
creditor's or judicial sale or for the benefit of creditors of a Stockholder
(but not including (a) any Transfer to the Company or pursuant to a foreclosure
of a Pledge by an Institution or the Company, (b) any Transfer to the guardian,
conservator or committee of an incompetent Stockholder, (c) any Transfer in a
bankruptcy proceeding of Shares that are Pledged to an Institution or the
Company, or (d) any Transfer upon the death of a Stockholder), (an "Involuntary
Transfer") then, in each such case, such Stockholder shall be deemed to have
offered all of his, her or its Shares to all Principal Stockholders who are then
parties to this Agreement prior to such Involuntary Transfer in the manner
described in Section 4.2 hereof. The Company shall notify the appropriate
Principal Stockholders of the occurrence of such Involuntary Transfer as soon as
practicable after it is notified of the same.

          4.2  Right of First Offer.

               4.2.1 All Involuntary Transfers pursuant to Section 4.1 above
shall be subject to this Section 4.2. The Stockholder who owns the Shares
subject to the Involuntary Transfer (the "Offering Stockholder") shall be
deemed, prior to the Involuntary Transfer, to have offered the Shares subject to
the Involuntary Transfer (the "Offered Shares") to all Principal Stockholders
who are then parties to this Agreement as provided below (the "Right of First
Offer"). Each Principal Stockholder shall have the right to allocate the
purchase amount among the members of his or her Principal Stockholder Group,
provided however, that such Principal Stockholder shall act as the agent on
behalf of the Principal Stockholder Group.

               4.2.2 As soon as practicable, the Offering Stockholder shall give
written notice (an "Offer Notice") of the proposed Involuntary Transfer to all
Principal Stockholders who then are parties to this Agreement and to the
Secretary of the Company setting forth, in reasonable detail, the facts and
circumstances of such proposed Involuntary Transfer, the number of Offered
Shares, the proposed date of consummation of such proposed Involuntary Transfer
(if

                                       8



known), and any other material terms and conditions of the proposed Transfer to
the extent then known.

               4.2.3 Each Principal Stockholder who is then a party to this
Agreement shall then have the irrevocable right, exercisable within thirty (30)
days after the Offer Notice is given in accordance with the requirements of
Section 4.2.2 hereof (the "Notice Period"), to purchase all (but not part) of
his, her or its Entitled Amount (as determined below) of the Offered Shares at a
price per Share equal to the lesser of (i) the price proposed to be paid in any
bankruptcy, creditor's or judicial sale, if then known, or (ii) the closing sale
price per share of the Company's Class A Common Stock on the last trading day
(as reported on the New York Stock Exchange) prior to the date of purchase
multiplied by a factor of .50 (50%). Each Offering Stockholder and each
Purchasing Stockholder (as defined below) shall pay his, her or its own
commissions and advisory fees (including legal cost and expenses) in connection
with any sale of Shares pursuant to this Section 4.2. Each Principal Stockholder
who is a party to this Agreement may exercise his, her or its Right of First
Offer by delivering to the Offering Stockholder in care of the Secretary of the
Company a notice of such exercise (the "Exercise Notice") within the Notice
Period. Each Principal Stockholder who elects to purchase Offered Shares
pursuant to this Section 4.2 (each a "Purchasing Stockholder") shall be entitled
to purchase an equal portion of such Offered Shares with all other Principal
Stockholders who also elect to purchase such Offered Shares hereunder (each
Purchasing Stockholder's "Entitled Amount").

               4.2.4 The closing of the purchase and sale of the Offered Shares
shall occur on a date not later than fifteen days after the expiration of the
Notice Period (or such later date as is the earliest date on which the purchase
may be completed in compliance with all applicable laws, rules and regulations)
(the "Purchase Period"), and at the time and place provided for in the Offer
Notice. In the event any of the Purchasing Stockholders is unable to close his,
her or its purchase of the Offered Shares within the Purchase Period, the
remaining Purchasing Stockholder(s) shall have the right to purchase its or
their pro rata portion (determined by multiplying the Offered Shares that cannot
be so purchased by a fraction, the numerator of which is the Offered Shares that
cannot be so purchased and the denominator of which is the Offered Shares being
purchased by the remaining Purchasing Stockholders) of such Purchasing
Stockholder's Offered Shares, provided the sale of such Offered Shares can be
effected within the Purchase Period. In the event the Purchasing Stockholders
elect not to exercise this right, in whole or in part, the transferor may
complete the transfer upon the terms previously provided to the Purchasing
Stockholders. The determination of any prorations under Section 4.2 shall be
made by the Company and shall be final and binding on the Stockholders.

     5.   WAIVERS AND TERMINATION.

          5.1 Effect of Agreement. This Agreement amends and restates in its
entirety the Original Stockholders Agreement and is effective as of the date
hereof. From and after the date hereof, the Original Stockholders Agreement
shall be replaced in its entirety by this Agreement.

          5.2 Waivers. Each Initial Stockholder hereby irrevocably waives any
and all known or unknown claims and rights, whether direct or indirect, fixed or
contingent, that such

                                       9



Initial Stockholder may now have or that may hereafter arise against the Company
or any of its affiliates, NSI or any of its affiliates, or any of their
respective officers, directors, stockholders, employees, agents or advisors
arising out of the negotiation, documentation or operation of the Original
Stockholders Agreement or any other agreement among any of the Initial
Stockholders and the Company existing prior to the Original Stockholders
Agreement or arising out of the negotiation and documentation of this Agreement.

          5.3 Acknowledgment of Representation. Each of the Initial Stockholders
represents and warrants to the Company and each of the other Initial
Stockholders that each Initial Stockholder was or had the opportunity to be
represented by legal counsel and other advisors selected by such Initial
Stockholder in connection with the Original Stockholders Agreement and has been
represented by legal counsel and other advisors selected by such Initial
Stockholder in connection with this Agreement. Each of the Initial Stockholders
has reviewed this Agreement with his, her or its legal counsel and other
advisors and understands the terms and conditions hereof. Each Initial
Stockholder understands, acknowledges and confirms that M. Truman Hunt and Matt
Dorny and Simpson Thacher & Bartlett represented only the Company in connection
with this Agreement.

     6.   LEGENDS ON CERTIFICATES.

          6.1 Legends on Certificates. All Shares now or hereafter owned by the
Stockholders shall be subject to the provisions of this Agreement and the
certificates representing such Shares shall bear the following legends:

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
          OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, ASSIGNED, PLEDGED
          OR OTHERWISE TRANSFERRED FOR VALUE UNLESS THEY ARE REGISTERED UNDER
          THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR UNLESS THE
          CORPORATION RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO IT, OR
          OTHERWISE SATISFIES ITSELF, THAT AN EXEMPTION FROM REGISTRATION IS
          AVAILABLE.

          THE SALE, ASSIGNMENT, GIFT, BEQUEST, TRANSFER, DISTRIBUTION, PLEDGE,
          HYPOTHECATION OR OTHER ENCUMBRANCE OR DISPOSITION OF THE SHARES
          REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND MAY BE MADE ONLY
          IN ACCORDANCE WITH THE TERMS OF A LOCK-UP AND REGISTRATION RIGHTS
          AGREEMENT AMONG CERTAIN INDIVIDUALS AND PERSONS REFERRED TO IN SUCH A
          LOCK-UP AND REGISTRATION RIGHTS AGREEMENT, A COPY OF WHICH MAY BE
          EXAMINED AT THE OFFICE OF THE CORPORATION.

                                       10



     7.   REGISTRATION RIGHTS. The Company hereby covenants and agrees as
follows:

          7.1 Definitions. For purposes of this Section 7, the following terms
have the following meanings:

              "Restricted Stock" shall mean all Shares held by the Initial
Stockholders excluding Shares (i) that have been registered under the Securities
Act pursuant to an effective registration statement filed thereunder and
disposed of in accordance with such registration statement, and (ii) that have
been publicly resold on the open market (iii) that have been Transferred by
Institutions to satisfy a margin call or event of default as provided in Section
3.2.1 and (iv) that have been Transferred pursuant to an exempt private resale
transaction.

              "Selling Expenses" shall mean the expenses described in Section
7.5 below.

          7.2 Incidental Registration. If the Company at any time proposes to
register any of its securities under the Securities Act for sale to the public,
whether for its own account or for the account of other security holders or both
(except with respect to registration statements on Form S-4, Form S-8 or another
Form not available for registering the Restricted Stock for sale to the public
and except with respect to any public offering if all of the net proceeds of
such public offering will be paid directly or indirectly to any Initial
Stockholders in connection with such public offering or a related transaction),
each such time it will give written notice to all holders hereunder of
outstanding Restricted Stock of its intention so to do. Such written notice
shall indicate the maximum number of shares of Restricted Stock that each
Principal Stockholder Group is entitled to include in such registration
statement as determined by the Company on a pro-rata basis based on each
Principal Stockholder Group's then-existing ownership (and including any other
holders of securities to be included in such registration pursuant to
registration rights granted by the Company). Shares to be registered shall be
allocated among the Principal Stockholder Group in accordance with instructions
from the Principal Stockholder to the Company. Upon the written request of any
such holder, received by the Company within 10 days following the date of the
Company's registration notice, to register such holder's Restricted Stock, the
Company will use its commercially reasonable best efforts to cause such
Restricted Stock to be included in the registration statement proposed to be
filed by the Company. To the extent a holder does not elect to register his, her
or its full entitlement of Restricted Stock as indicated in the Company's
notice, such excess shall be allocated by the Company on a pro rata basis to
holders who have so elected to register their full entitlement of Restricted
Stock based on the total number of shares elected to be registered. The holders
of Restricted Stock to be registered pursuant to this Section 7.2 shall execute
such documentation (including any underwriting or purchase agreement) as may be
reasonably necessary to effect the registration and sale of the Restricted Stock
proposed to be included in such registration upon the exercise of the
"piggyback" or "incidental" registration rights described in this Section 7.2.
Except as provided below, the number of shares of Restricted Stock that may be
requested to be registered upon exercise of "piggyback" or "incidental"
registration rights may be reduced (pro rata among the requesting holders of all
such Restricted Stock based upon the number of shares of Restricted Stock
requested to be registered by such holders) if and to the extent that the
Company or the

                                       11



managing underwriter shall be of the opinion that such inclusion would adversely
affect the marketing of the securities to be sold by the Company therein. No
such reduction shall be made with respect to any securities offered by the
Company for its own account. Notwithstanding the foregoing provisions, the
Company may postpone any such registration or withdraw any registration
statement referred to in this Section 7.2 for any reason without thereby
incurring any liability to the holders of Restricted Stock.

              7.3 Restrictions on Registration Rights.

                  7.3.1 The right of each holder of Restricted Stock to
participate in registrations of Restricted Stock pursuant to Section 7.2 shall
terminate (i) with respect to a particular holder, when such holder is eligible
to sell all of his, her or its Restricted Stock within any 90 day period in
reliance on Rule 144 and pursuant to the terms of this Agreement or (ii) the
date such holder is no longer a record owner of shares of Restricted Stock.

                  7.3.2 In connection with any registration statement filed
pursuant to Section 7.2 above, each of the holders of Restricted Stock agrees,
if requested by the Company or an underwriter in connection with such
registration, not to sell or otherwise transfer or dispose of any Shares or any
derivative security relating to any Shares held by such holder of Restricted
during the 180 day period following the date of any registration statement
prepared and filed under the Securities Act pursuant to Section 7.2 above. If
requested by the underwriters, the holders of Restricted Stock shall execute a
separate agreement to the foregoing effect. The Company may impose stop transfer
instructions with respect to all Shares or related derivative securities subject
to the foregoing restriction until the end of said 180 day period. The Company
shall use its commercially reasonable best efforts to cause such registration
statement to become effective.

                  7.3.3 No holder of Restricted Stock shall have any right to
take any action to restrain, enjoin or otherwise delay any registration as the
result of any controversy that may arise with respect to the interpretation or
implementation of this Agreement. The rights granted under Section 7.2 are not
transferable by the holders of Restricted Stock.

                  7.3.4 As a condition to the Company's obligations under this
Section 7 to cause Restricted Stock to be included in a registration statement,
each holder of Restricted Stock shall provide such information and execute such
documents as may reasonably be required in connection with such registration by
the Company or any underwriter. In addition, no holder of Restricted Stock may
participate in any registration under this Section 7 which is underwritten
unless such holder of Restricted Stock agrees to sell his, her or its securities
on the basis provided in any such underwriting arrangements and completes and
executes all questionnaires, powers of attorney, indemnities, contribution
agreements, underwriting agreements, or other documents required under the terms
of such underwriting arrangements.

              7.4 Registration Procedures. If and whenever the Company is
required by the provisions of Section 7.2 above to use its commercially
reasonable best efforts to effect the inclusion of any Restricted Stock in any
registration under the Securities Act, the Company will, as expeditiously as
possible:

                                       12



               7.4.1 Prepare and file with the SEC on a registration statement
(which, in the case of an underwritten public offering pursuant to Section 7.2
above, shall be on a Form of general applicability satisfactory to the managing
underwriter selected) with respect to such securities and use its commercially
reasonable best efforts to cause such registration statement to become and
remain effective for the period of the distribution contemplated thereby
(determined as hereinafter provided);

               7.4.2 prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
the period specified in Section 7.4.1 above and comply with the provisions of
the Securities Act with respect to the disposition of all Restricted Stock
covered by such registration statement in accordance with the intended method of
disposition set forth in such registration statement for such period;

               7.4.3 furnish to each holder of Restricted Stock covered by such
registration statement and to each underwriter such number of copies of the
registration statement and the printed prospectus included therein (including
each preliminary prospectus) as such persons or entities reasonably may request
in order to facilitate the public sale or other disposition of the Restricted
Stock covered by such registration statement; and

               7.4.4 in connection with each registration hereunder, the holders
of Restricted Stock participating in such registration will furnish to the
Company in writing such information with respect to themselves and the proposed
distribution by them as reasonably shall be necessary in order to effect the
transaction and assure compliance with all applicable federal and state
securities or "blue sky" laws, as well as any documentation customarily required
by underwriters of such transactions.

        7.5    Expenses. All expenses incurred in connection with a registration
pursuant to Section 7.2 above in which shares of capital stock of the Company
are to be offered by the Company in addition to shares of Restricted Stock to be
offered by the holders of Restricted Stock, or any of them (excluding
underwriters' discounts and commissions), including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel and independent public accountants for the Company, fees and expenses
(including counsel fees) incurred in connection with state securities or "blue
sky" laws, fees of the National Association of Securities Dealers, Inc.,
transfer taxes, fees of transfer agents and registrars, costs of insurance and
the reasonable fees and disbursements of one counsel for all of the
participating holders of Restricted Stock (which counsel fees and disbursements
shall not exceed $15,000) shall be borne by the Company (collectively "Selling
Expenses"); provided, however, that if one or more participating holders of
Restricted Stock shall withdraw his, her, its or their request for registration
pursuant to Section 7.2 hereof, the Company shall not be required to pay such
withdrawing holder's or holders' pro rata portion or portions of the costs or
the pro rata portion of fees and disbursements of counsel payable on behalf of
the participating holders of Restricted Stock in connection with such
registration (and such portion of such costs, fees or disbursement shall be paid
by the withdrawing holders pro rata on the basis of the number of Restricted
Shares so withdrawn). Notwithstanding the foregoing, all of the expenses
incurred in connection with a registration pursuant to Section 7.2 above solely
of shares of Restricted Stock, including, without limitation, all the expenses
referenced above in this Section 7.5, shall be paid

                                       13



by the participating holders of the Restricted Stock pro rata on the basis of
the number of Restricted Shares so registered.

     8. TERMINATION. The rights and obligations under this Agreement shall
terminate automatically with respect to each Stockholder upon the earliest to
occur of (a) the execution of a written instrument to that effect by the Company
and a majority of the Stockholders who then owns Shares, (b) the merger or
consolidation of the Company with a corporation or other entity upon
consummation of which all Stockholders immediately thereafter own in the
aggregate less than twenty-five percent (25%) of the total voting power of the
surviving or resulting corporation, and (c) the Transfer of Shares by any
Stockholder that causes all Stockholders immediately after such Transfer to own
in the aggregate less than ten percent (10%) of the total voting power of the
Company.

     9. GENERAL PROVISIONS.

        9.1   Governing Law. This Agreement shall be governed by and construed
in accordance with the internal laws of the State of Utah.

        9.2   Notices. Any notices and other communications given pursuant to
this Agreement shall be in writing and shall be effective upon delivery by hand
or on the fifth (5th) day after deposit in the mail if sent by certified or
registered mail (postage prepaid and return receipt requested) or on the next
business day if sent by a nationally recognized overnight courier service
(appropriately marked for overnight delivery) or upon transmission if sent by
facsimile (with immediate electronic confirmation of receipt in a manner
customary for communications of such type). Notices are to be addressed as
follows:

        If to the Company:

        Nu Skin Enterprises, Inc.
        75 West Center Street,
        Suite 900
        Provo, Utah 84601
        Attention:  Steven J. Lund, President
        Telecopy:  (801) 345-5999

     If to a Stockholder, to the address of the Stockholder as indicated in the
Company's records.

     All notices to a party hereto shall be deemed to have been duly given for
all purposes under this Agreement if given to such party in accordance with the
first sentence of this Section 9.2 until notice is given pursuant to this
Section 9.2 of a different address from the address provided above or, in the
case of any person or entity that hereafter becomes a Stockholder, the address
specified by such person or entity provided in any documentation provided
pursuant to this Agreement, or (b) after notice has been given pursuant to this
Section 9.2 of a different address, the address specified in such notice. No
notices hereunder shall be required to be given to any Stockholder that
hereafter becomes a Stockholder until

                                       14



notice of such Stockholder becoming a Stockholder is given to the Company and to
each Stockholder pursuant to this Section 9.2.

          9.3  Headings. The headings of the various Sections of this Agreement
have been inserted for convenience only and shall not be deemed to be part of
this Agreement.

          9.4  Binding Effect. This Agreement will be binding upon and inure to
the benefit of the Company, its successors and assigns and to the Stockholders
and their respective permitted heirs, personal representatives, successors and
assigns.

          9.5  No Oral Change. This Agreement may not be changed orally, but may
only be changed by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification or discharge is sought.

          9.6  Entire Understanding. This Agreement sets forth the entire
agreement and understanding of the parties hereto in respect of the subject
matter hereof and the transactions contemplated hereby and supersedes all prior
written and oral agreements, arrangements and understandings relating to the
subject matter hereof. The above Recitals and all Schedules and Exhibits
attached hereto are deemed to be incorporated herein by reference.

          9.7  Remedies.

               9.7.1  The parties hereto acknowledge that money damages are not
an adequate remedy for violations of this Agreement and that any party may, in
such party's sole discretion, apply to any court of competent jurisdiction for
specific performance or injunctive relief or such other relief as such court may
deem just and proper in order to enforce this Agreement or prevent any violation
hereof and, to the extent permitted by applicable law, each party hereto waives
any objection to the imposition of such relief.

               9.7.2  All rights, powers and remedies provided under this
Agreement or otherwise available in respect hereof, whether at law or in equity,
shall be cumulative and not alternative, and the exercise or beginning of the
exercise of any thereof by any party hereto shall not preclude the simultaneous
or later exercise of any other such right, power or remedy by such party.

          9.8  Counterparts. This Agreement may be executed by facsimile and in
any number of counterparts, each of which shall be deemed to be an original, but
all of which together shall constitute one and the same instrument. Each
counterpart may consist of a number of copies each signed by less than all, but
together signed by all, of the parties hereto.

          9.9  Consent or Approval of Company. Whenever the consent or approval
of the Company is required herein, such consent may only be given by the Company
if and when approved by a majority of the Company's then independent directors.

                      [SIGNATURES BEGIN ON FOLLOWING PAGE]

                                       15



     IN WITNESS WHEREOF, this Agreement has been signed as of the date first
above written.

                                      NU SKIN ENTERPRISES, INC.,
                                      a Delaware Corporation


                                      By:  ____________________________________
                                      Its: ____________________________________



                                      __________________________________________
                                      Blake M. Roney, individually



                                      __________________________________________
                                      Nancy L. Roney, individually

                                      BMR NS-HOLDINGS, LLC



                                      By:  ____________________________________
                                           Blake M. Roney
                                      Its: Manager


                                      By:  ____________________________________
                                           Nancy L. Roney
                                      Its: Manager

                                      THE B & N RONEY TRUST



                                      By:  ____________________________________
                                           L.S. McCullough
                                      Its: Trustee



                                  THE ONE FOUNDATION

                                  By:      ____________________________________
                                           Blake M. Roney
                                  Its:     Trustee



                                  By:      ____________________________________
                                           Nancy L. Roney
                                  Its:     Trustee

                                  B & N RHINO COMPANY, L.C.



                                  By:      ____________________________________
                                           Craig F. McCullough
                                  Its:     Manager



                                  ______________________________________________
                                  Nedra D. Roney, individually



                                  THE NR TRUST



                                  By:      ____________________________________
                                           Tom Branch
                                  Its:     Trustee



                                  THE ROSE FOUNDATION



                                  By:      ____________________________________
                                           Nedra D. Roney
                                  Its:     Trustee



                                  By:      ____________________________________
                                           Tom Branch
                                  Its:     Trustee



                                  THE NEDRA RONEY FIXED CHARITABLE TRUST



                                  By:      _____________________________________
                                           Tom Branch
                                  Its:     Trustee

                                  NR RHINO COMPANY, L.C.



                                  By:      _____________________________________
                                           Craig F. McCullough
                                  Its:     Manager

                                  ______________________________________________
                                  Sandra N. Tillotson, individually

                                  THE SANDRA N. TILLOTSON FAMILY TRUST



                                  By: _________________________________________
                                           Sandra N. Tillotson
                                  Its:     Trustee

                                  THE SNT TRUST



                                  By:      ____________________________________
                                           Lee M. Brower
                                  Its:     Trustee

                                  THE DVNM TRUST



                                  By:      ____________________________________
                                           Lee M. Brower
                                  Its:     Trustee



                                  THE SANDRA N. TILLOTSON FOUNDATION



                                  By:      __________________________________
                                           Sandra N. Tillotson
                                  Its:     Trustee



                                  By:      __________________________________
                                           Lee M. Brower
                                  Its:     Trustee

                                  THE SANDRA N. TILLOTSON FIXED
                                  CHARITABLE TRUST



                                  By:      _____________________________________
                                           Sandra N. Tillotson
                                  Its:     Trustee



                                  By:      _____________________________________
                                           L. S. McCullough
                                  Its:     Independent Trustee

                                  SNT RHINO COMPANY, L.C.



                                  By:      _____________________________________
                                           Craig S. Tillotson
                                  Its:     Manager



                                  ______________________________________________
                                  Steven J. Lund, individually



                                  ______________________________________________
                                  Kalleen Lund, individually



                                  SJL NS-HOLDINGS, LLC



                                  By:      _____________________________________
                                           Steven J. Lund
                                  Its:     Manager



                                  By:      _____________________________________
                                           Kalleen Lund
                                  Its:     Manager

                                  THE S AND K LUND TRUST



                                  By:      _____________________________________
                                           Blake M. Roney
                                  Its:     Trustee

                                  THE STEVEN J. AND KALLEEN LUND
                                  FOUNDATION



                                  By:      _____________________________________
                                           Steven J. Lund
                                  Its:     Trustee



                                  By:      _____________________________________
                                           Kalleen Lund
                                  Its:     Trustee

                                  THE STEVEN AND KALLEEN LUND FIXED
                                  CHARITABLE TRUST



                                  By:      _____________________________________
                                           Steven J. Lund
                                  Its:     Trustee



                                  By:      _____________________________________
                                            Kalleen Lund
                                  Its:     Trustee



                                  By:      _____________________________________
                                           L. S. McCullough
                                  Its:     Independent Trustee

                                  S & K RHINO COMPANY, L.C.



                                  By:      _____________________________________
                                           Craig F. McCullough
                                  Its:     Manager

                                  ______________________________________________
                                  Brooke B. Roney, individually



                                  ______________________________________________
                                  Denice R. Roney, individually

                                  BBR NS-HOLDINGS, LLC



                                  By:      _____________________________________
                                           Brooke B. Roney
                                  Its:     Manager



                                  By:      _____________________________________
                                           Denice R. Roney
                                  Its:     Manager

                                  THE B AND D RONEY TRUST



                                  By:      _____________________________________
                                           Blake M. Roney
                                  Its:     Trustee



                                  THE BROOKE BRENNAN AND DENICE
                                  RONEY FOUNDATION



                                  By:      _____________________________________
                                           Brooke B. Roney
                                  Its:     Trustee



                                  By:      _____________________________________
                                           Denice R. Roney
                                  Its:     Trustee



                                  ______________________________________________
                                  Kirk V. Roney, individually



                                  ______________________________________________
                                  Melanie K. Roney, individually



                                  THE MELANIE K. RONEY TRUST



                                  By:      _____________________________________
                                           Melanie K. Roney
                                  Its:     Trustee



                                  By:      _____________________________________
                                           Kirk V. Roney
                                  Its:     Trustee

                                  THE K AND M RONEY TRUST



                                  By:      _____________________________________
                                           Rick A. Roney
                                  Its:     Trustee



                                  THE KIRK V. AND MELANIE K. RONEY FOUNDATION


                                  By:   _______________________________
                                        Kirk V. Roney
                                  Its:  Trustee


                                  By:   _______________________________
                                        Melanie K. Roney
                                  Its:  Trustee

                                  THE KIRK AND MELANIE RONEY FIXED CHARITABLE
                                  TRUST



                                  By:   _______________________________
                                        Kirk V. Roney
                                  Its:  Trustee


                                  By:   _______________________________
                                        Melanie K. Roney
                                  Its:  Trustee


                                  By:   _______________________________
                                        L. S. McCullough
                                  Its:  Trustee

                                  K & M RHINO COMPANY, L.C.



                                  By:   _______________________________
                                        Craig F. McCullough
                                  Its:  Manager


                                  _____________________________________
                                  Craig S. Tillotson, individually



                                  THE CRAIG S. TILLOTSON FAMILY TRUST


                                  By:   __________________________________
                                        Craig S. Tillotson
                                  Its:  Trustee

                                  THE CST TRUST


                                  By:   __________________________________
                                        Sandra N. Tillotson
                                  Its:  Trustee

                                  THE CRAIG S. TILLOTSON FOUNDATION


                                  By:   __________________________________
                                        Craig S. Tillotson
                                  Its:  Trustee


                                  By:   __________________________________
                                        Lee M. Brower
                                  Its:  Trustee


                                  THE CRAIG S. TILLOTSON FIXED CHARITABLE TRUST

                                  By:   __________________________________
                                        Craig S. Tillotson
                                  Its:  Trustee


                                  By:   __________________________________
                                        Lee M. Brower
                                  Its:  Independent Trustee




                                  CST RHINO COMPANY, L.C.


                                  By:   _______________________________
                                        Sandra N. Tillotson
                                  Its:  Manager


                                  _____________________________________
                                  R. Craig Bryson, individually

                                  _____________________________________
                                  Kathleen D. Bryson, individually

                                  RCB NS-HOLDINGS, LLC



                                  By:   _______________________________
                                        R. Craig Bryson
                                  Its:  Manager


                                  By:   _______________________________
                                        Kathleen D. Bryson
                                  Its:  Manager

                                  THE C & K TRUST



                                  By:   _______________________________
                                        Steven J. Lund
                                  Its:  Trustee

                                  THE BRYSON FOUNDATION



                                  By:   _______________________________
                                        R. Craig Bryson
                                  Its:  Trustee


                                  By:   _______________________________
                                        Kathleen D. Bryson
                                  Its:  Trustee




                                  THE BRYSON FIXED CHARITABLE TRUST


                                  By:   _______________________________
                                        R. Craig Bryson
                                  Its:  Trustee


                                  By:   _______________________________
                                        Kathleen D. Bryson
                                  Its:  Trustee


                                  By:   _______________________________
                                        Robert L. Stayner
                                  Its:  Independent Trustee

                                  CKB RHINO COMPANY, L.C.



                                  By:   _______________________________
                                        Keith R. Halls
                                  Its:  Manager


                                  _____________________________________
                                  Rick A. Roney, individually

                                  _____________________________________
                                  Kimberly Roney, individually

                                  ALL R'S TRUST--RICK RONEY



                                  By:   _______________________________
                                        Rick A. Roney
                                  Its:  Trustee




                                   SCHEDULE A

                          PRINCIPAL STOCKHOLDER GROUPS

Principal Stockholder     Members of Principal Stockholder Group

Blake M. Roney            Blake M. Roney, Nancy L. Roney, BMR NS-Holdings, LLC,
                          The B & N Roney Trust, The One Foundation, B & N Rhino
                          Company, L.C.

Nedra Roney               Nedra Roney, The NR Trust, The Rose Foundation, The
                          Nedra Roney Fixed Charitable Trust, NR Rhino Company,
                          L.C.

Sandra N. Tillotson       Sandra N.Tillotson, The Sandra N. Tillotson Family
                          Trust, The SNT Trust, The DVNM Trust, The Sandra N.
                          Tillotson Foundation, The Sandra N. Tillotson Fixed
                          Charitable Trust, SNT Rhino Company, L.C.

Steven J. Lund            Steven J. Lund, Kalleen Lund, SJL NS-Holdings, LLC,
                          The S and K Trust, The Steven and Kalleen Lund
                          Foundation, The Steven and Kalleen Lund Fixed
                          Charitable Trust, S & K Rhino Company, L.C.

Brooke B.Roney            Brooke B. Roney, Denice R. Roney, BBR NS-Holdings,
                          LLC, The B and D Roney Trust, The Brooke and Denice
                          Roney Foundation

Kirk Roney                Kirk Roney, Melanie Roney, The Melanie K. Roney Trust,
                          The K and M Roney Trust, The Kirk and Melanie Roney
                          Foundation, The Kirk and Melanie Roney Fixed
                          Charitable Trust, K & M Rhino Company

Craig S. Tillotson        Craig Tillotson, The Craig S. Tillotson Family Trust,
                          The CST Trust, The Craig S. Tillotson Foundation, The
                          Craig S. Tillotson Fixed Charitable Trust, CST Rhino
                          Company, L.C.

R. Craig Bryson           R. Craig Bryson, Kathleen D. Bryson, RCB NS-Holdings,
                          LLC, The C & K Trust, The Bryson Foundation, The
                          Bryson Fixed Charitable Trust, CKB Rhino Company, L.C.

Rick A. Roney             Rick A. Roney, Kimberly Roney, The All R's Trust--Rick
                          Roney



                                   SCHEDULE B

Principal Stockholder Group                   Indebtedness Limit

Blake M. Roney                                   $15 million

Nedra D. Roney                                   $20 million

Sandra N. Tillotson                              $ 8 million

Craig S. Tillotson                               $ 5 million

R. Craig Bryson                                  $ 5 million

Steven J. Lund                                   $ 4 million

Brooke B. Roney                                  $ 4 million

Kirk V. Roney                                    $ 4 million

Rick A. Roney                                    $ 4 million

 

EXHIBIT 10.50

 

AGREEMENT

 

This agreement is entered into this 18th day of March, 1986 between Nu Skin International, Inc., a Utah Corporation, hereinafter (“Nu Skin”) and the individuals Clara and James McDermott, Craig Tillotson, and Craig Bryson, each with a principal place of business at 1565 E. 3300 S., Salt Lake City, Utah 84106, hereinafter (“Contractors”).

 

WHEREAS, Nu Skin desires to attract Contractors into the Nu Skin business opportunity as Independent Contractors; and

 

WHEREAS, Contractors desire to market Nu Skin products as Independent Contractors on a mutual beneficial basis,

 

NOW THEREFORE, in consideration of the mutual promises set forth herein, it is agreed by and between the parties as follows:

 

I.

Contractors shall be compensated under the Nu Skin marketing plan as “Blue Diamond Executives,” on a continuing basis, governed by the terms and conditions of the Distributor Agreement executed by each of the Contractors.

 

II.

This agreement shall serve as an addendum to the Distributor Agreement executed by each of the “Contractors.”

 

IN WITNESS HEREOF, parties hereto affix their signatures below this 18th day of March, 1986.

 

 

 

By:		/s/    BLAKE M. RONEY
		Nu Skin International, Inc.

 

By:		/s/    CLARA MCDERMOTT
		Clara McDermott

 

By:
		James McDermott

 

By:		/s/    CRAIG TILLOTSON
		Craig Tillotson

 

By:		/s/    CRAIG BRYSON
		Craig Bryson

 

EXHIBIT 10.51

 

 

 

 

DEFERRED COMPENSATION PLAN

(Max L. Pinegar – 2000)

 

THIS DEFERRED COMPENSATION PLAN (hereinafter referred to as “Plan”) is entered into effective this 16th day of October, 2000, by and between Nu Skin International, Inc., a Utah corporation, hereinafter called “Company” and by Max L. Pinegar, hereinafter called “Employee”.

 

WITNESSETH:

 

FOR AND IN CONSIDERATION of the mutual covenants, promises and conditions herein contained, the parties agree as follows:

 

1.    TERM OF PLAN.    This Plan shall become effective as of the above date and shall remain in effect until the entire amount of the Deferred Compensation Trust (hereinafter referred to as “Compensation Trust”) has been distributed to the Employee or his designated beneficiary. Employee hereby accepts this Plan and agrees to serve at the discretion of the Company and to devote his full time and talents to the business conducted by the Company.

 

2.    OTHER AGREEMENTS, SUPERSEDURE.    This Plan shall not supersede any other contract of employment, whether written or oral, between the Company and Employee. However, any article or clause of any other contract which may be in conflict with this Plan shall be deemed amended by this Plan as herein provided.

 

3.    COMPENSATION ACCOUNTS AND TRUST.    Upon the execution of this Plan, the Company will establish an Account on the Company’s books for the benefit of Employee (the “Compensation Account”). In addition, the Company shall establish the Compensation Trust to facilitate the performance of its deferred compensation obligation. The Compensation Trust may be amended as convenient or required to permit the inclusion therein of plans similar to the Plan as a “Plan” as defined in the Compensation Trust agreement.

 

4.    EMPLOYEE CONTRIBUTIONS.    The Employee hereby elects to defer the sum of Three Thousand Eight Hundred Dollars ($3,800.00) per month for each month in which the Employee is employed by the Company (“Employee Contribution”). The Employee Contribution shall be credited by the Company to the Compensation at the times at which the compensation would have been paid except for the deferral election (i.e., if the Employee elects to defer a portion of his normal bi-weekly compensation then the deferred portion shall be credited to the Compensation Account on a bi-weekly basis). For purposes of

---

the fiscal year in which this Plan is first implemented, the election by the Employee shall be made within thirty (30) days after this Plan is effective.

 

5.    CONTRIBUTIONS TO COMPENSATION TRUST.    On at least an annual basis, the amount in the Compensation Account shall be contributed to the Compensation Trust.

 

6.    ACCOUNTING.    At the end of each fiscal year the Company shall notify the Employee in writing as to the amount, if any, that has been credited to the Compensation Account, and contributed to the Compensation Trust for the past fiscal year and the total amount held in the Compensation Trust for the benefit of the Employee with the earnings thereon. The accounting shall specify the vested portion of amounts held pursuant to the Plan.

 

7.    NATURE OF COMPANY’S OBLIGATION.    The Company’s obligations under this Plan shall be an unfunded and unsecured promise to pay. The Company shall not be obligated under any circumstances to fund its financial obligations under this Plan. Any assets which the Company may acquire to help cover its financial liabilities are and remain general assets of the Company subject to the claims of its creditors. Neither the Company nor the Plan created hereby gives the Employee any beneficial ownership interest in any asset of the Company. All rights of ownership in any such assets are and shall remain in the Company. All assets in the Compensation Account and in the Compensation Trust shall always be deemed to be assets of the Company subject to the general creditors of the Company. The Employee shall have no vested right in the Compensation Account or the Compensation Trust. The assets in the Compensation Account and Compensation Trust shall be held pursuant to this Plan and shall remain the sole and exclusive property of the Company and shall be subject to corporate general creditors.

 

8.    EMPLOYEE RIGHT TO ASSETS.

 

a.    The rights of the Employee, any Designated Beneficiary of the Employee, or any other person claiming through the Employee under this Plan, shall be solely those of an unsecured general creditor of the Company. The Employee, the Designated Beneficiary of the Employee, or any other person claiming through the Employee, shall have the right to receive those payments specified under this Plan only from the Company, and has no right to look to any specific or special property separate from the Company to satisfy a claim for benefit payments, including but not limited to the Compensation Trust.

 

b.    The Employee agrees that he, his Designated Beneficiary, or any other person claiming through him shall have no rights or beneficial ownership interest whatsoever in any general asset that the Company may acquire or use to help support its financial obligations under this Plan, including but not limited to the Compensation

2

---

 

Trust. Any such general asset used or acquired by the Company in connection with the liabilities it has assumed under this Plan shall not be deemed to be held under any trust for the benefit of the Employee or his Designated Beneficiary. Nor shall any such general asset be considered security for the performance of the obligations of the Company. Any such asset shall remain a general, unpledged, and unrestricted asset of the Company.

 

c.    The Employee also understands and agrees that his participation in the acquisition of any such general asset for the Company shall not constitute a representation to the Employee, his Designated Beneficiary, or any person claiming through the Employee that any of them has a special or beneficial interest in such general asset.

 

9.    RETIREMENT BENEFITS.    At such time as Employee terminates employment with the Company (which time shall hereafter be referred to as “Retirement Date”) the Company will pay a deferred compensation benefit (“Retirement Benefit”) to Employee. The amount of the Retirement Benefit shall be equal to the vested portion of the amount contributed to the Compensation Trust from the Compensation Account together with any earnings thereon as of the Retirement Date of the Employee. The Retirement Benefit shall be paid to Employee in 24 equal monthly installments, with the first payment commencing 30 days after the Employee reaches his Retirement Date. The Company may, in its discretion, accelerate any payments to the Employee and may accelerate vesting of the benefits under the plan. In addition, the Company in its discretion may pay the Retirement Benefit prior to termination of Employee’s employment with the Company. The Company may, in its discretion, accelerate any payments to the Employee and may accelerate vesting of the benefits under the plan.

 

10.    DISABILITY BENEFITS.    If it is determined using social security standards that the Employee is permanently and totally disabled and unable to continue to perform his duties in the Company, and on the express condition that the Employee has satisfied all of the covenants, conditions and promises contained in this Plan (to the extent applicable) the Company shall pay to the Employee the vested portion of the amount contributed to the Compensation Trust from the Compensation Account together with any earnings thereon as of the date that disability is determined (“Disability Benefit”). The Disability Benefit shall be paid to the Employee in 24 equal monthly installments to commence 30 days after disability is established to the satisfaction of the Company. The Company may, in its discretion, accelerate any payments to the Employee and may accelerate vesting of the benefits under the plan.

3

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11.    DEATH BENEFITS.

 

a.    Pre-retirement death benefit.    Upon the death of Employee prior to his Retirement Date, a Death Benefit shall be paid to Employee’s estate (or his designated beneficiary) in an amount equal to sum of the following (“Death Benefit”):

 

(i)    The amount contributed to the Compensation Trust from the Employee Compensation Sub-Account together with any earnings thereon as of the date of the Employee’s death; and

 

(ii)    The vested portion of the amount contributed to the Compensation Trust from the Compensation Account together with any earnings thereon as of the date of the Employee’s death.

 

The Death Benefit shall be paid in 24 equal monthly installments to commence 30 days after the death of Employee. The Company may, in its discretion, accelerate any payments due and may accelerate vesting of the benefits under the plan.

 

b.    Post-retirement death benefit.    If Employee dies after his Retirement Date, the Employee’s estate (or his designated beneficiary) shall be entitled to receive the remaining unpaid vested portion of the Retirement Benefit. The remaining Retirement Benefit shall be paid to the Employee’s estate (or his Designated Beneficiary) on the same basis as it was being paid to the Employee as of Employee’s Retirement Date. The Company may, in its discretion, accelerate any payments due and may accelerate vesting of the benefits under the plan.

 

12.    VESTING.    Employee’s right to receive the Benefits hereunder shall vest as follows:

 

1.    The Employee shall be 100% vested in all amounts contributed to the Compensation Account.

 

2.    Notwithstanding paragraph 12.1 above, Employee shall forfeit all benefits accruing under this Plan if at any time during his employment with the Company, Employee directly or indirectly enters into the employment of or owns any interest in any other company, business or corporation which competes directly or indirectly with the business of the Company, or the Employee allows the association of his name with or renders any service or assistance or advice, whether or not for consideration, to any other corporation, company or business which company, business or corporation is in competition with the Company. The ownership, directly or indirectly, of an interest by Employee in a publicly traded company of less than one percent (1%) of its outstanding common stock shall not cause a forfeiture under this section.

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13.    NATURE OF BENEFITS.    It is expressly understood that when Benefits provided for herein are payable, they are payable on account of the past services of Employee and are not payable on account of services to be rendered after the date the Employee retires or terminates. Further, all amounts to be paid hereunder do not depend on Employee serving as a consultant or the Employee serving in any capacity for the Company after the Employee’s Retirement. Benefits payable hereunder are specifically meant to be paid upon the termination, retirement, death or disability of the Employee as deferred compensation.

 

14.    INVESTMENT DISCRETION.    All amounts contributed to the Contribution Account under this Plan, and any and all earnings thereon may be invested or utilized by the Company as the Company, in its sole and absolute discretion, may determine, including, without limitation, in any aspect of the business or operations of the Company. The Company may exercise this discretion to determine the amount of earnings on any amounts contributed to the Contribution Account for any period.

 

15.    NONASSIGNABILITY.    It is expressly understood and agreed hereunder that the Benefits derived from this Plan are not subject to attachment for payment of any debts or judgments of Employee and neither Employee nor the Employee’s spouse or heirs shall have any right to transfer, modify, anticipate, encumber, or assign any of the Benefits or rights hereunder. None of the payments which may be due to the Employee shall be transferrable by operation of law in the event the Employee becomes insolvent or bankrupt.

 

16.    MERGER OR CONSOLIDATION.    In the event the Company shall reorganize, consolidate or merge with any other company this Plan shall become an obligation of the new company or of any company taking over the duties and responsibilities of the Company. The Company agrees that if any of these events occur, Employee may request that a Rabbi trust be established to hold the Benefits.

 

17.    LIQUIDATION AND INSOLVENCY.    In the event the Company must liquidate due to insolvency or events resulting in an act of bankruptcy, or in the event the Company becomes insolvent and is incapable of paying its bills and obligations, then this Agreement shall terminate and shall be considered as fully and completely discharged.

 

18.    PAYMENTS TO OTHER PERSONS.    If the Company shall find that any person to whom any payment is to be made under this Plan is unable to care for his affairs because of illness or accident, or is a minor, any Benefit due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any person deemed by the Company to have incurred expenses for such person otherwise entitled to payment, in such manner and proportions as the Company may determine. Any such payment shall be a complete discharge of the liabilities of the Company under this Plan.

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19.    LIMITATIONS OF THIS PLAN.    Nothing contained herein shall be construed as conferring upon the Employee the right to continue in the employ of the Company in any capacity.

 

20.    OTHER BENEFITS DETERMINED BY COMPENSATION.    All amounts credited to the Account under this Plan shall not be deemed to be part of the Employee’s regular annual compensation for the purpose of computing benefits to which he may be entitled under any pension, profit sharing, 401(k) plan or other arrangement of the Company for the benefit of its employees.

 

21.    BOARD OF DIRECTORS AUTHORITY.    The Board of Directors of the Company shall have full power and authority to interpret, construe and administer and amend prospectively this Plan and the Board’s interpretations and construction hereof and actions hereunder shall be binding and conclusive on all persons for all purposes. No Employee, representative or agent of the Company shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan unless attributable to his own willful misconduct or lack of good faith.

 

22.    AMENDMENT.    During the lifetime of the employee, this Plan may be amended or revoked at any time, in whole or part, by the mutual written agreement of the parties.

 

23.    BINDING EFFECT.    This Plan shall be binding upon the parties hereto, their heirs, assigns, successors, executors, administrators and they shall agree to execute any and all instruments necessary for the fulfillment of the terms of this Plan.

 

24.    APPLICABLE LAW.    This Plan shall be construed in accordance with and governed by the laws of the State of Utah.

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IN WITNESS WHEREOF the parties hereto have set their hands the day and year first above written.

 

 

 

COMPANY:
NU SKIN INTERNATIONAL, INC.
By:		/s/    MARK ADAMS
		Mark Adams Vice President

 

 

EMPLOYEE:
By:		/s/    MAX L. PINEGAR
		Max L. Pinegar

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BENEFICIARY DESIGNATION

 

 

 

ENDORSEMENT:

 

The Employee pursuant to that certain Deferred Compensation Plan entered into on the              day of                                 , 2000, by and between Nu Skin International, Inc. and Employee, does hereby designate the following beneficiary:                                     .

 

 

 

EMPLOYEE:

Max L. Pinegar

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Exhibit 23.1

 

CONSENT OF INDEPENDENT ACCOUNTANTS

 

We hereby consent to the use in this Registration Statement on Form S-3 of our report dated February 1, 2002 relating to the consolidated financial statements, which appear in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/  PRICEWATERHOUSECOOPERS LLP

 

PricewaterhouseCoopers LLP

 

Salt Lake City, Utah

July 19, 2002