Amendemnt to Collateral Agency Agreement


FIRST
AMENDMENT


     
    THIS  FIRST  AMENDMENT  dated as of May 10,  2001  (this
"Amendment")  amends the Collateral Agency and Intercreditor  Agreement dated as
of October 12, 2000 (the "Intercreditor  Agreement") among STATE STREET BANK AND
TRUST COMPANY OF CALIFORNIA, N.A., as Collateral Agent, THE PRUDENTIAL INSURANCE
COMPANY OF  AMERICA,  as Senior  Noteholder,  and ABN AMRO BANK N.V.,  as Senior
Lender. Unless otherwise defined herein,  capitalized terms used herein have the
respective meanings assigned to them in the Intercreditor Agreement.


    
      WHEREAS,  the  parties  hereto have  entered  into the
Intercreditor   Agreement  with  respect  to  certain  obligations  of  Nu  Skin
Enterprises, Inc. and certain of its Subsidiaries; and


    
      WHEREAS, in anticipation of Bank of America,  N.A. and
Bank One, NA becoming parties to the Intercreditor Agreement, the parties hereto
desire to amend the Intercreditor Agreement as set forth below,


    
    NOW, THEREFORE, for good and valuable consideration (the
receipt and  sufficiency of which are hereby  acknowledged),  the parties hereto
agree as follows:



    
    SECTION 1  AMENDMENTS.
The Intercreditor Agreement is amended as follows:


    
    1.2    Recitals  E and F are amended
in their entirety to read as follows:


	 	
        “E.
The Company may enter into additional note purchase agreements and/or credit
agreements with investors and/or lenders which become parties to this Agreement,
may enter into one or more interest rate swaps or collars, foreign currency
exchange agreements, equity swap agreements, commodity price protection
agreements or interest rate, currency exchange, equity price or commodity price
hedging arrangements (any such agreement or arrangement, a “Hedging
Agreement”) with persons or entities which become parties to this
Agreement and may incur obligations (“Cash Management 
Obligations”) in respect of overdrafts or related liabilities or in
connection with treasury, depositary or cash management services, including in
connection with automated clearing house transfers of funds, to persons or
entities which become parties to this Agreement (any such investor, lender or
other party, together with the lenders and other parties referred to in the next
sentence, the “Additional  Creditors”; and the obligations of
the Company under any such agreement or arrangement or in respect of any such
overdrafts or related liabilities or any such services, the “Additional
Company Obligations”), and such Additional Company Obligations may be
guaranteed by one or more of the Subsidiary Guarantors pursuant to one or more
guaranties (the “Additional Subsidiary Guaranties”). In
addition, one or more Subsidiary Guarantors may become direct obligors (in
respect of loans, reimbursement obligations relating to Letters of Credit,
Hedging Agreements and/or Cash Management Obligations) to persons or entities
which become parties to this Agreement and therefore are Additional Creditors,
and the obligations of such Subsidiary Guarantors to such lenders or other
parties (the “Direct Subsidiary  Obligations” and,
together with the Additional Company Obligations, the “Additional
Obligations”) may be guaranteed by the Company and the other Subsidiary
Guarantors. 








	 	
        F.
The Bank Obligation Guaranty, the Note Obligation Guaranty, any Additional
Subsidiary Guaranty and any Direct Subsidiary Obligation are hereinafter
referred to as a “Subsidiary Guaranty.” The Credit Documents,
the Note Purchase Agreement and any additional credit agreement, note purchase
agreement, Hedging Agreement or agreement relating to Cash Management
Obligations entered into in favor of any Additional Creditor are hereinafter
referred to, collectively, as the “Senior Loan
Documents”.” 






    
    1.3    Clause (b) of Section
1(a) is amended in its entirety to read as follows: 


	 	
        “(b)
the Collateral Agent’s receipt of a written notice that the unpaid
principal amount of any of the Obligations has not been paid at the stated
maturity thereof or has been declared to be then due and payable by the holder
or holders thereof prior to the due date as a result of an event of
default”. 






    
    1.4    The first sentence of
Section 3(b) is amended by deleting the following words: 


    
              
"computed  on the amount to be returned from the date of
the recovery".


    
    1.5    The first
parenthetical clause in the second sentence of Section 3(b) is amended by
deleting the word “involuntary” therein and substituting the word
“involuntarily” therefor. 



        1.6    
The last portion of the last sentence of Section 4(e), beginning with the word
“Contingent”, is amended in its entirety to read as follows: 


    

              
  "Contingent L/C Obligations or interest on such Obligations) for purposes
of calculating distributions pursuant to Section 2(c)."


    
    1.7    The third sentence of
Section 5(a) is amended in its entirety to read as follows: 


	 	
        “For
purposes of this Agreement, the term “Required Creditors” shall
mean (a) the Required Lenders as defined in the Credit Agreement dated as of May
10, 2001 among the Company, various financial institutions and Bank of America,
N.A., as Administrative Agent (as amended or otherwise modified from time to
time, the “Credit Agreement”), and (b) Senior Noteholders
holding a majority in principal amount of the Senior Noteholder Notes, each, in
the case of both clause (a) and clause (b) above, voting as a
class; provided that if at any time (i) the aggregate outstanding
principal amount of Obligations (including the face amount of any undrawn
Letters of Credit) owed to the Banks under and as defined in the Credit
Agreement referred to in clause (a) above (the “Banks”) or (ii)
the aggregate outstanding principal amount of the Senior Notes represents, in
either case, less than 10% of the sum of the aggregate amounts referred to in
clauses (i) and (ii) above, then “Required Creditors” shall
mean Benefitted Parties, considered as a single class, holding more than 50% of
the sum of (A) the face amount of any undrawn Letters of Credit plus (B) the
outstanding funded principal amount of the Obligations (it being understood that
all amounts referred to in this sentence shall be determined by assuming that
such amounts are denominated in U.S. Dollars based upon the Applicable Exchange
Rate).” 







    
    SECTION 2     MISCELLANEOUS.


    
    2.1     Continuing
Effectiveness,   etc.  As  herein   amended,   the  Collateral   Agency  and
Intercreditor  Agreement  shall  remain in full  force and  effect and is hereby
ratified and confirmed in all respects.


    
    2.2    Counterparts.     This
Amendment  may be executed in any number of  counterparts  and by the  different
parties on separate  counterparts,  and each such counterpart shall be deemed to
be an original but all such counterparts  shall together  constitute one and the
same Amendment.


    
    2.3    Governing   Law.  This
Amendment  shall be governed by and construed in accordance  with the law of the
State of New York  applicable to contracts  made and performed  entirely  within
such state.


  
      
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]







    
      IN WITNESS  WHEREOF,  the parties hereto have executed
this Amendment as of the date first set forth above.


 
STATE STREET BANK AND TRUST

 COMPANY OF CALIFORNIA, N.A., as

 Collateral Agent





By:  /s/Stephen Rivero

Name:  Stephen Rivero

Title:  Vice President











THE PRUDENTIAL INSURANCE COMPANY

 OF AMERICA, as Senior Noteholder







 By:  /s/ Joseph Y. Alouf

 Name:   Joseph Y. Alouf

 Title:  Senior Vice President









ABN AMRO BANK N.V., as Senior Lender








By:  /s/Clay Jackson

Name: Clay Jackson

Title: Senior Vice President





By:  /s/Gina M. Brusatori

Name:  Gina M. Brusatori

Title:  Senior Vice President








Each of the undersigned hereby  acknowledges and consents to the foregoing First
Amendment to the Collateral Agency and Intercreditor Agreement:




NU SKIN ENTERPRISES, INC.




By:  /s/Corey B. Lindley

Name:   Corey B. Lindley

   Title:  Vice President





   NU SKIN INTERNATIONAL, INC.

   NSE HONG KONG, INC.

   NU SKIN TAIWAN, INC.

   NU SKIN UNITED STATES, INC.




         By:  /s/Corey B. Lindley

   Name:  Corey B. Lindley

 Title:  Executive Vice President and Chief

 Financial Officer