G. Sumihiro Consulting Agreement






CONSULTING AGREEMENT 



        This
Consulting Agreement (the “Agreement”) is made and entered into effective
as of March 1, 2009 by and among Nu Skin International Management Group, Inc., a Utah
corporation (“Nu Skin”), and Gary Sumihiro, an individual
(“Consultant”). Nu Skin and Consultant are sometimes referred to herein
collectively as the “parties” and individually as a
“party.” 




RECITALS 



             A.       
          Consultant has been serving as the President and Representative Director of Nu
          Skin Japan Co. Ltd. Consultant has elected to resign as an employee of Nu Skin
          Japan Co. Ltd. and as Representative Director, which resignation will take
          effect on March 1, 2009. 



             B.       
          Nu Skin would like to retain Consultant as an independent contractor to provide
          consulting services to Nu Skin Japan Co. Ltd. with respect to government
          relations and media relations in Japan and to provide input and guidance on
          distributor compliance and education issues. 



             C.       
          Consultant is willing to provide such services as an independent contractor
          consultant on the terms and conditions set forth in this Agreement. 




AGREEMENT 



        NOW,
THEREFORE, in consideration of the mutual promises set forth in this Agreement, the
parties hereby agree as follows. 



     1.        
          Engagement. Nu Skin hereby engages Consultant as an
          independent contractor to provide the Consulting Services (as defined in Section
          2 below) to Nu Skin and its affiliated entities during the Consulting Term (as
          defined in Section 6), and Consultant hereby accepts such engagement on the
          terms and conditions set forth herein. Consultant may provide such services as
          an individual in his own name, or through a business entity established for that
          purpose. In the event that Consultant provides services through a business
          entity, then both Consultant and the business entity shall be subject to all of
          the obligations hereunder. 



     2.        
          Consulting Services. During the Consulting Term, Consultant shall
          be located in Japan and shall consult with Nu Skin Japan concerning government
          and media relations, distributor compliance and training issues as more fully
          described on Schedule A to this Agreement (the “Consulting
          Services”), which Schedule A must be signed and dated by both parties
          to be effective and to provide such other consulting services, if any, as
          mutually agreed to by the parties through future amendment to
          Schedule A. Consultant agrees to devote such time and attention as
          reasonably necessary to fulfill Consultant’s good faith and other
          contractual obligations to provide the Consulting Services contemplated hereby.
          Except as otherwise provided by provisions of Section 7.1 below, nothing herein
          shall preclude Consultant from simultaneously pursuing such other independent
          investments and activities with third parties as he desires during the
          Consulting Term as long as such investments and activities do not interfere
          with, or impair his ability to perform, his obligations under this Agreement.
          Consultant also agrees that during the Consulting Term he will not contact any
          distributors of Nu Skin without the prior consent of Brett Nelson, and should
          such distributors contact Consultant, Consultant will not engage in any
          substantive discussion with them related to the direct selling business, Nu
          Skin, or any matter related thereto without the prior consent of Brett Nelson.
          As part of his Consulting Services, Consultant shall provide weekly updates to
          Brett Nelson as to his consulting activities and shall also disclose to Nu Skin
          his government and media contacts except to the extent Consultant is prohibited from disclosing such
information pursuant to a valid and enforceable confidentiality agreement, provided, however, in such case that Consultant
takes reasonable steps to get permission to disclose such contacts subject to Nu Skin agreeing to maintain such confidentiality. 











     3.        
          Professional Standards. Recognizing and acknowledging that
          it is essential for the protection and enhancement of the name and business of
          Nu Skin and its affiliates and the immense good will pertaining thereto,
          Consultant shall perform his duties under this Agreement professionally and
          diligently, and shall not act, and shall refrain from acting, in any manner that
          could harm or tarnish the name, business or income of Nu Skin or its affiliates
          or the immense good will pertaining thereto. Consultant agrees to perform all
          services hereunder in strict compliance with all applicable legal requirements. 



     4.        
          Consulting Fees. 



             4.1.        
           Consulting Fee. During the Consulting Term, Nu Skin agrees to pay
          Consultant a monthly consulting fee equal to $2,500 per month. 



             4.2.        
          Additional Fees. In the event that Consultant diligently performs the
          consulting services during the full Consulting Term (i.e., through July 31,
          2008) and there are no material government investigations, negative media coverage, or
          business sanctions issued in 2009, Nu
          Skin shall pay Consultant a completion bonus of $125,748 on December 31, 2009.
          This payment shall be payable by Nu Skin only if Consultant signs a release of
          claims following the Consulting Term releasing Nu Skin from any and all claims.
          Such release shall be in addition to the release of claims being executed
          simultaneously with this Consulting Agreement. Notwithstanding the foregoing,
          nothing in the releases being signed or to be signed shall be construed to limit
          Consultant’s rights or claims set forth in the agreements Consultant
          entered into as a Nu Skin employee and related to Nu Skin’s deferred
          compensation plan, Nu Skin’s 401(k) plan, and Consultant’s stock
          option agreements. 



     5.        
           Reimbursement of Expenses. Nu Skin agrees to reimburse Consultant
          for, or pay directly, the following expenses related to the Consulting Services
          to be provided by Consultant hereunder and his assignment in Japan: 



             5.1.        
          Support Services. Throughout the Consulting Term, Nu Skin shall make
          available to Consultant, at Nu Skin’s expense, reasonable administrative
          and interpretation support services for use solely in the performance of the
          Consulting Services. These services must be coordinated with and approved in
          advance by Brett Nelson. 












             5.2.        
          Business Expenses. Nu Skin shall reimburse Consultant for reasonable
          expenses Consultant incurs in connection with the services provided hereunder,
          provided such expenses have been approved in advance by Brett Nelson and
          Consultant submits adequate documentation for such expenses including the
          purpose of the expense and the names of all persons who participated in any
          meetings or lunches covered by such expenses. 



     6.        
          Term and Termination. 



             6.1.        
          Term of Agreement. Subject to early termination pursuant to Section 6.3
          or 6.4 below, this Agreement shall become effective as of the date first set
          forth above and shall terminate on July 31, 2009 (the “Consulting
          Term”). 



             6.2.        
          Consequences of Termination. Upon the termination of this Agreement, all
          of the parties’ obligations under this Agreement shall terminate and each
          party shall be released from all obligations hereunder except (i) the provisions
          of Sections 7, 8, 9, 15, and 16 shall survive the termination of this Agreement
          and remain in full force and effect, (ii) Nu Skin shall remain obligated to pay
          any unpaid portion of the base consulting fee that accrued through the
          termination of this Agreement and the Additional Fees to the extent it has been
          earned as set forth above, and (iii) Nu Skin shall remain liable for reimbursing
          any expenses incurred by Consultant prior to the termination of this Agreement
          that are required to be reimbursed under Section 5 above. Notwithstanding the
          termination of this Agreement, no party shall be released from any liability
          arising from its breach of any provision of this Agreement prior to its
          termination or for any breach of any provisions which survive the termination of
          this Agreement following such termination. 



             6.3.        
          Right of Nu Skin to Terminate. Nu Skin shall have the right to terminate
          this Agreement immediately if Consultant commits a material breach of this
          Agreement. 



             6.4.        
          Right of Consultant to Terminate. Consultant shall have the right to
          terminate this Agreement immediately if Nu Skin commits a material breach of
          this Agreement. In addition, Consultant shall have the right to terminate this
          Agreement by providing 30 days advance notice at any time of his election to
          terminate this Agreement at his discretion. 



     7.        
          Restrictive Covenants. 



             7.1.        
          Non-Competition. During the Restrictive Period, Consultant shall not,
          directly or indirectly, participate in any capacity whatsoever, with (A) any
          company or business that competes in the network marketing industry or (B) any
          company or business that competes with Nu Skin or its affiliates in the same or
          a substantially similar business as that engaged in by or its affiliates, in the
          markets where Nu Skin and its affiliates are engaged in business. For purposes
          of this Section 7.1, “Restrictive Period” shall mean the period from
          the Effective Date of this Agreement through December 31, 2009. 



             7.2.        
          Confidential Information: Consultant acknowledges that during the
          Consulting Term he may develop, learn and be exposed to information about Nu
          Skin and its business, including but not limited to formulas, business plans,
          financial data, vendor lists, product and marketing plans, distributor lists and
          training in Nu Skin’s manner of doing business in both product categories
          and direct selling and multi-level marketing strategies, and other trade secrets
          which information is secret and confidential (“Confidential
          Information”). Consultant agrees that he will not at any time (whether
          during the Consulting Term or after termination of the Consulting Services),
          without the express written consent of Nu Skin, disclose, copy, retain, remove
          from Nu Skin’s premises or make any use of such Confidential Information
          except as may be required in the course of his Consulting Services.
          Notwithstanding the foregoing, the term “Confidential Information”
          does not include any formulas, business plans, financial data, vendor lists,
          product and marketing plans, distributor lists and training in Nu Skin’s
          manner of doing business or other trade secrets which are currently in the
          public domain or which hereafter become public knowledge in a way that does not
          involve a breach of an obligation of confidentiality. 









             7.3.        
          Acknowledgement. Consultant acknowledges that the confidentiality and
          non-compete covenants hereunder are fair and reasonable and should be construed
          to apply to the fullest extent possible by applicable laws. Consultant has
          carefully read, or caused to be read, this Agreement, has consulted with
          independent legal counsel to the extent deemed appropriate, and has given
          careful consideration to the restraints imposed by the Agreement. Consultant
          acknowledges that the terms of this Agreement are enforceable regardless of the
          manner in which his consulting relationship is terminated. 



             7.4.        
          Remedies. Consultant acknowledges: (a) that compliance with the
          restrictive covenants contained in paragraph 7 of this Agreement are necessary
          to protect the business and goodwill of Nu Skin or its affiliates and (b) that a
          breach of the restrictive covenants contained in paragraph 7 may result in
          irreparable and continuing damage to Nu Skin or its affiliates, for which money
          damages may not provide adequate relief. Consequently, Consultant agrees that,
          in the event that Consultant breaches or threatens to breach these restrictive
          covenants, Nu Skin or its affiliates shall be entitled to (1) a preliminary or
          permanent injunction, without bond, to prevent the continuation of harm and (2)
          money damages insofar as they can be determined with respect to a material
          breach. Nothing in this Agreement shall be construed to prohibit Nu Skin or its
          affiliates from also pursuing any other remedy, the parties having agreed that
          all remedies are cumulative. 



             7.5.        
          Reformation. Nu Skin intends to restrict the activities of Consultant
          under the provision of this Agreement only to the extent necessary for the
          protection of the legitimate business interests of Nu Skin and its affiliates.
          It is the intention and agreement of the parties that all of the terms and
          conditions hereof be enforced to the fullest extent permitted by law. In the
          event that the provisions of this Agreement should ever be deemed or adjudged by
          a court of competent jurisdiction to exceed the time or geographical limitations
          permitted by applicable law, then such provisions shall nevertheless be valid
          and enforceable to the extent necessary for such protection as determined by
          such court, and such provisions will be reformed to the maximum time or
          geographic limitations as determined by such court. 



     8.        
          Work Product. Nu Skin shall have the sole proprietary
          interest in the work product produced by Consultant pursuant to the Consulting
          Services provided under this Agreement (the “Work Product”),
          and Consultant expressly assigns to Nu Skin or its designee all rights, title
          and interest in and to all copyrights, patents, trade secrets, improvements,
          inventions, sketches, models and all documents related thereto, innovations,
          business plans, designs and any other Work Product developed by Consultant in
          connection with the services provided under this Agreement. 







     9.        
          Indemnification. 



             9.1.        
          Consultant Indemnity. Consultant shall indemnify and hold Nu Skin and its
          affiliates, and each of their respective officers, directors, employees and
          agents, harmless from any and all liabilities, damages, judgments, or expenses,
          including reasonable attorney’s fees, resulting or arising from, directly
          or indirectly, any acts or omissions by Consultant 



             9.2.        
          Nu Skin Indemnity. Nu Skin shall indemnify and hold Consultant harmless
          for any liabilities, damages, judgments or expenses, including reasonable
          attorney’s fees, which arise from any acts or omissions by employees of Nu
          Skin that occurred while Consultant was employed by Nu Skin or that occur during
          the Consulting Term. 



             9.3.        
          Tax Indemnity. Consultant further agrees to indemnify and hold each of Nu
          Skin and its affiliates, and each of their officers, directors, employees and
          agents, harmless from any withholding tax, unemployment payments, fees,
          penalties, expenses, assessments or other liabilities that Nu Skin or its
          affiliates may incur as a result of any determination or claim that Consultant
          is an employee of Nu Skin. 



     10.        
          Assignment. This Agreement is for the unique personal
          services of Consultant and is not assignable or delegable in whole or in part by
          Consultant or Nu Skin without the prior written consent of the other party;
          provided Nu Skin may assign its rights and obligations hereunder to an Affiliate
          of Nu Skin or in connection with the sale of its business, and provided
          Consultant may perform his personal services through a business entity
          established for those purposes. 



     11.        
          Termination of Previous Agreements. Except as set forth
          below in this Section 11, Consultant hereby confirms and agrees that all
          previous agreements of any nature involving Consultant and the Nu Skin have been
          terminated and that neither Nu Skin nor any of its affiliates has any further
          obligations under such terminated agreements; it being expressly understood that
          Consultant’s post-employment rights set forth in the agreements related to
          Nu Skin’s deferred compensation plan, Nu Skin’s 401(k) plan, and
          Consultant’s stock option agreements are not affected by this Agreement and
          are not terminated or modified by this Agreement, and it being further expressly
          understood that the Settlement and Release Agreement entered into simultaneously
          herewith and the Key Employee Covenants Agreement (as modified by the Settlement
          and Release Agreement) are not considered to be “previous agreements”
          and are not terminated or modified by this Agreement. 



     12.        
          Waiver and Modification. Any waiver, change, modification,
          extension, discharge, or amendment of any provision of this Agreement shall be
          effective only if in writing in a document that specifically refers to this
          Agreement and the party against whom enforcement of such waiver, change,
          modification, extension, discharge, or amendment is sought signs such document.
          The waiver by either party of a breach of any provision of this Agreement by the
          other party shall not operate or be construed as a waiver of any other provision
          hereof or any subsequent breach of the same provision. 








     13.        
          Severability; Interpretation. If any provision of this
          Agreement is found to be unenforceable by a court of competent jurisdiction, the
          remaining provisions hereof shall nevertheless remain in full force and effect.
          Notwithstanding any rule or maxim of construction to the contrary, any ambiguity
          or uncertainty in this Agreement shall not be construed against either of the
          parties based upon authorship of any of the provisions hereof. 



     14.        
          Notices. Any notice required or permitted hereunder to be
          given by either party shall be in writing and shall be delivered personally or
          sent by certified or registered mail, postage prepaid, or by private overnight
          courier, or by facsimile (with a conforming copy sent by overnight mail) to the
          address or fax number set forth below or to such other address as either party
          may designate from time to time according to the terms of this Section 15: 




	If to
Consultant: 	  	 Gary Sumihiro

_________________ 

_________________ 

_________________ 









	If to
Nu Skin: 	  	Nu Skin International
 Management Group, Inc.
75 West Center Street

 Provo, Utah 84601
Attention: D. Matthew Dorny
Fax No.: (801) 345-3099 










A notice delivered personally shall
be effective upon receipt. A notice sent by facsimile shall be effective the date
delivered provided confirmation of delivery is obtained and a copy is delivered by
overnight mail, 24 hours after the dispatch thereof. A notice delivered by private
overnight courier shall be effective on the day delivered or if delivered by mail, the
third day after the day of mailing. Either party may change its address for purposes of
this Section 14 by providing the other notice as required herein. 



     15.        
          Attorneys Fees. In the event of any action at law or in
          equity to enforce or interpret the terms of this Agreement, the prevailing party
          shall be entitled to reasonable attorneys’ fees and court costs in addition
          to any other relief to which such party may be entitled. 








     16.        
          Governing Law; Jurisdiction and Venue. This Agreement shall
          be governed by and construed in accordance with the laws of the State of Utah
          applicable to contracts entered into and to be performed entirely within such
          State, and no action involving this Agreement may be brought except in the state
          and federal courts in the State of Utah. Each party expressly consents to the
          exclusive jurisdiction and venue in the courts of Utah County, State of Utah or
          any Federal District Court in Utah County or Salt Lake County. 



     17.        
          Entire Agreement. This Consulting Agreement, together with
          the Settlement and Release Agreement entered into simultaneously herewith, the
          Key-Employee Covenants Agreement as amended by the Settlement and Release
          Agreement, and the agreements related to Nu Skin’s deferred compensation
          plan, Nu Skin’s 401(k) plan, and Consultant’s stock option agreements
          (hereinafter the “Sole Agreements”), constitute the entire and sole
          agreements between the parties. No other promises or agreements have been made
          to Consultant or Nu Skin other than those contained in the Sole Agreements.
          Consultant and Nu Skin acknowledge that they have read this Consulting Agreement
          carefully, fully understand the meaning of the terms of this Consulting
          Agreement, and are signing this Consulting Agreement knowingly and voluntarily.
          This Consulting Agreement may not be modified except by an instrument in writing
          signed by all of the parties hereto. 




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        IN
WITNESS WHEREOF, the parties have executed this Consulting Agreement effective as of the
date first set forth above. 



	  	
NU
SKIN INTERNATIONAL MANAGEMENT GROUP, INC.,

a Utah corporation


By:  /s/Ritch N. Wood
Its:  Chief Financial Officer




GARY SUMIHIRO


/s/ Gary Sumihiro

Gary Sumihiro 












Schedule A  



CONSULTING SERVICES  



Consultant shall provide government
and media relations services for the COmpany by meeting regularly with his contacts in
the government and media and promoting the goodwill of Nu Skin among such contacts. 



Consultant shall provide weekly
written reports to Brett Nelson detailing the contact Consultant has had with media and
government contacts, including any information obtained during those meetings. 



Upon the request of Mr. Nelson,
Consultant shall meet with Brett Nelson and/or such other individuals as may be
designated by Mr. Nelson to discuss distributor compliance and industry issues and to
provide input on such matters as may be requested by Brett Nelson. 



Consultant shall make himself
available to Nu Skin Japan upon the request of Mr. Nelson to answer any questions
concerning the business of Nu Skin and his tenure as President of Nu Skin Japan, to
assist in any response to governmental investigations and inquiries, pending or
threatened litigation, complaints, or other matters and/or provide input and guidance on
any of the foregoing.