0001021561-04-000005 Sample Contracts

AMENDMENT #1 TO CONSULTING AGREEMENT
Consulting Agreement • March 15th, 2004 • Nu Skin Enterprises Inc • Wholesale-drugs, proprietaries & druggists' sundries

This Amendment #1 to Consulting Agreement (“Amendment”) is made and entered into on July 31, 2003 by and between Nu Skin Enterprises, Inc. (“NSE”), a Delaware corporation having its principal place of business at 75 West Center Street, Provo, Utah 84601 and Woodclyffe Group, LLC (“Consultant”) a _____ limited liability company having its principal place of business at 73 Turning Mill Lane, New Canaan, Connecticut 06840; each a “Party” and collectively the “Parties”.

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Contingent Stock Award Agreement
Contingent Stock Award Agreement • March 15th, 2004 • Nu Skin Enterprises Inc • Wholesale-drugs, proprietaries & druggists' sundries • Utah

THIS AGREEMENT is entered into effective as of January 17, 2003 by and between Nu Skin Enterprises, Inc., a Delaware corporation, and M. Truman Hunt ("Employee").

FORM OF PLEDGE AMENDMENT
Nu Skin Enterprises Inc • March 15th, 2004 • Wholesale-drugs, proprietaries & druggists' sundries

This Pledge Amendment, dated December 31, 2003, is delivered pursuant to Section 6(b) of the Pledge Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment may be attached to the Pledge Agreement dated October 12, 2000, between Nu Skin Enterprises, Inc., as Pledgor, and State Street Bank and Trust Company of California, N.A., as Secured Party (the “Pledge Agreement”, capitalized terms defined therin being used herein as therin defined), and that the Pledged Shares listed on this Pledge Amendment shall be deemed to be part of the Pledged Shares and shall become part of the Pledged Collateral and shall secure all Secured Obligations.

FIRST AMENDMENT TO PRIVATE SHELF AGREEMENT
Private Shelf Agreement • March 15th, 2004 • Nu Skin Enterprises Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS FIRST AMENDMENT dated as of October 31, 2003 (this “First Amendment”) to the Multi-Currency Private Shelf Agreement dated as of August 26, 2003 (the “Private Shelf Facility”) is between Nu Skin Enterprises, Inc., a Delaware corporation (the “Company”), and Prudential Investment Management, Inc. (“Prudential”).

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 15th, 2004 • Nu Skin Enterprises Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York

THIS SECOND AMENDMENT dated as of October 31, 2003 (this “Second Amendment”) to the Note Purchase Agreement dated as of October 12, 2000, as amended through the date hereof (the “Note Agreement”) is between Nu Skin Enterprises, Inc., a Delaware corporation (the “Company”), and The Prudential Insurance Company of America (“Prudential”).

SECOND AMENDMENT
Second Amendment • March 15th, 2004 • Nu Skin Enterprises Inc • Wholesale-drugs, proprietaries & druggists' sundries

THIS SECOND AMENDMENT dated as of October 22, 2003 (this “Amendment”) amends the Credit Agreement dated as of May 10, 2001 (as previously amended, the “Credit Agreement”) among Nu Skin Enterprises, Inc. (the “Company”), various financial institutions (the “Lenders”) and Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”). Terms defined in the Credit Agreement are, unless otherwise defined herein or the context otherwise requires, used herein as defined therein.

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