Lock-up Agreement






NU SKIN ENTERPRISES,
INC. 



LOCK-UP AGREEMENT 



        THIS
LOCK-UP AGREEMENT (the “Agreement”) is made as of October 22, 2003
(the “Effective Date”) by and between Nu Skin Enterprises, Inc., a
Delaware corporation (the “Company”) and the Stockholder (as defined
below). 



Overview 



        This
Agreement is intended to benefit all stockholders of the Company by providing for orderly
sales of the Company’s stock in the public market. This Agreement generally creates a
blanket prohibition on the stockholder or related entities making any sales of the
Company’s stock or taking any actions that are economically similar to a sale, either
directly or indirectly. This Agreement then lists exceptions to this general rule, which
are the types of sales, transfers and other economically similar actions that a
Stockholder is permitted to take, provided that various requirements are met. Generally,
sales to the Company, donations to independent religious charities, limited pledges to
secure loans, estate planning transfers and the satisfaction of existing options granted
to independent parties are the only transactions allowed during the first two years of
this Agreement. Thereafter, private and open market sales are allowed within volume
limitations described in Section 2 and subject to compliance with securities laws.
Definitions and cross-references appear in Section 24. 



Background Information 



     	A. 	
          The Stockholder is a party 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”). 



          



     	B. 	
          The Company has agreed, pursuant to a certain Stock Repurchase Agreement dated
          of even date herewith (the “Purchase Agreement”), to purchase
          shares of the Class A Common Stock and Class B Common Stock (the
          “Purchased Shares”) from certain stockholders of the Company,
          including the Stockholder, and it is a condition to the closing of the
          transactions contemplated by the Purchase Agreement that the Stockholder and the
          Company execute and deliver this Agreement, which describes certain of the
          rights and obligations of the Stockholder with respect to any shares of the
          Company’s stock, other than (i) the Purchased Shares, (ii) shares sold
          contemporaneously with the transactions under the Purchase Agreement to a group
          of private investors and (iii) shares purchased in the open market (the
          “Lock-Up Shares”), that are now held or hereafter acquired by
          the Stockholder. 



          



     	C. 	
          The Company and the Stockholder desire to terminate all rights and obligations
          with respect to the Stockholder and the Stockholder’s Affiliated Entities
          (as defined below) under the Original Stockholders Agreement pursuant to Section
          11 thereof and enter into this Agreement on the terms and conditions as provided
          below. 



          






        ACCORDINGLY,
in consideration of the foregoing information and the mutual agreements herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows: 



             1.    
          Two-Year Prohibition on Sales or Transfers. The Stockholder, including
          the Stockholder’s Affiliated Entities, hereby agrees that for a period of
          two (2) years from the Effective Date (the “Lock-Up Period”),
          the Stockholder will not offer, sell, contract to sell, pledge, give, donate,
          transfer or otherwise dispose of, directly or indirectly, any Lock-Up Shares or
          securities or rights convertible into or exchangeable or exercisable for any
          Lock-Up Shares, enter into a transaction which would have the same effect, or
          enter into any swap, hedge or other arrangement that transfers, in whole or in
          part, any of the economic or voting consequences of ownership of such
          securities, whether any such aforementioned transaction is to be settled by
          delivery of the Lock-Up Shares or such other securities, in cash or otherwise,
          or publicly disclose the intention to make any such offer, sale, pledge or
          disposition, or to enter into any such transaction, swap, hedge or other
          arrangement (the “Lock-Up Agreement”). 



             2.    
          Post-Lock-Up Restrictions on Sales—Volume Limitations. After the
          expiration of the Lock-Up Period, the aggregate number of Lock-Up Shares that
          may be sold or otherwise Transferred (as defined below) by the Stockholder
          (taking into account sales and other Transfers (a) directly from the
          Stockholder, (b) by the Stockholder’s Affiliated Entities and (c) by any
          holder of Lock-Up Shares previously sold or otherwise Transferred to such holder
          by the Stockholder after the Effective Date(but taking into account only Lock-Up
          Shares transferred to the holder by the Stockholder)) shall not exceed 300,000
          Lock-Up Shares (as adjusted for any stock split, combination or the like) within
          any fiscal quarter of the Company and shall not exceed 125,000 Lock-Up
          Shares (as adjusted for any stock split, combination or the like) in any 30-day
          period (the “Volume Limitations”). 



             3.    
          Allowable Sales During Lock-Up Period and Thereafter. Notwithstanding the
          terms of Section 1 above, during the Lock-Up Period the Stockholder may:






	  	          (a)  	  	Transfer
Lock-Up Shares to the Company or its designee.  






	  	  	(b) 	  	              Make
a bona fide charitable donation to a non-profit, religious           organization
or institution that is independent of the Stockholder (a           “Charitable
Donee”).  


















	  	  	(c)  	  	Grant
and maintain a bona fide lien or security interest in, pledge, hypothecate or
encumber (collectively,           a “Pledge”) any Lock-Up Shares
beneficially owned by him, her           or it to a nationally or internationally
recognized financial institution with           assets of not less than $10 billion (an
“Institution”) in           connection with a loan to the Stockholder;
provided, however, that           (i) the Stockholder (treating the
Stockholder and all Stockholder’s           Affiliated Entities in the aggregate as
one entity) shall not Pledge Lock-Up           Shares to secure loans in the aggregate in
excess of Ten Million Dollars           ($10,000,000); (ii) the Stockholder gives
the Company’s Secretary 5           days’ prior written notice that he, she or
it intends to Pledge Lock-Up           Shares to an Institution pursuant to this Section
3(c); and (iii) the           Institution agrees in writing at or prior to the time
of such Pledge that the           Company shall receive timely notice of any margin call
or event of default and           shall have the right to satisfy any margin call or cure
any event of default by           the Stockholder in connection with any loan to which
the Pledge relates by           purchasing any or all Lock-Up Shares Pledged at a price
equal to 50% of the           then-current market value (as calculated using the average
closing sales price           of the Company’s Common Stock for the 15 immediately
previous trading days)           on the date of the margin call or event of default, such
election by the Company           to be shown by written notice to the Institution and
payment within 5 business           days of notice being received by the Company, with
transfer of the Lock-Up           Shares to the Company to be completed immediately upon
receipt of such payment.           In the event that the Company’s payment for the
Lock-Up Shares exceeds the           amount owed to the Institution by the Stockholder,
any excess amount shall be           paid promptly by the Institution to the Stockholder.
In the event that both the           Company and the Stockholder attempt to make payment
to satisfy any margin call           or event of default, the first to make full payment
shall be deemed to have           completed such purchase or cure (as the case may be),
and any payments received           by the Institution from the other party shall be
promptly returned. This           paragraph may not be relied upon for any non-bona
fide loan or other form           of indirect or disguised sale.  












        The
Stockholder hereby appoints and constitutes each of Blake M. Roney and M. Truman Hunt,
with full power of substitution, as attorneys-in-fact (each an
“Attorney-in–Fact”) to act in the Stockholder’s name, place and
stead, to transfer and convey to the Company all Lock-Up Shares purchased by the Company
pursuant to this Section 3(c) 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 Lock-Up Shares purchased by the Company pursuant to
this Section 3(c). The foregoing power of attorney is coupled with an interest and is
irrevocable. The Stockholder agrees to indemnify and hold the Company and each
Attorney-in-Fact, or their appointees, harmless from and against any and all liabilities,
claims, damages and expenses (including attorney’s fees and court costs) incurred by
the Company or an Attorney-in-Fact, or their appointees, in connection with the exercise
by the Company of its rights hereunder. 



	  	  	(d) 	  	              Transfer
Lock-Up Shares to one of the Stockholder’s Affiliated Entities, so           long as
such Stockholder’s Affiliated Entity agrees in an additional           written
instrument delivered to the Company to be subject to the terms and           conditions
of this Agreement.  






	  	  	(e) 	  	              In
the event that the Stockholder is subject, on the Effective Date, to any
          legally binding, written “put” or “call” option (the
          “Option”), the Stockholder shall furnish a copy of such written
Option           to the Chief Financial Officer or General Counsel of the Company prior
to or at           the time of signing this Agreement. In such event, the provisions of
this           Agreement shall not prevent the Stockholder from honoring his or her
          “put” rights or “call” obligations pursuant to such Option
          and the Company will, upon request, furnish any reasonably required written
          waiver of the applicability of this Agreement to the extent necessary to allow
          the Stockholder to meet his or her obligation.  






             4.    
          Allowable Sales After the Lock-Up Period. In addition to the sales or
          other Transfers allowed pursuant to Section 3 above, following the Lock-Up
          Period, the Stockholder (treating the Stockholder and all Stockholder’s
          Affiliated Entities in the aggregate as one entity) may: 






	  	  	(a) 	  	              Sell
or otherwise Transfer Lock-Up Shares in compliance with the Volume           Limitations
in the public market;  











	  	  	(b)  	  	Sell
or otherwise Transfer Lock-Up Shares           in compliance with the Company’s
Right of First Refusal described below; or 











	  	  	(c)  	  	Sell
or otherwise Transfer Lock-Up Shares in a private placement transaction           to any
other person or entity; provided that such transferee agrees in a
          written instrument delivered to the Company to hold such Lock-Up Shares subject
          to the terms and conditions of this Agreement and provided further that
          any sale or other Transfer of such Lock-Up Shares thereafter shall be
aggregated           with sales or other Transfers by the selling or Transferring
Stockholder for           purposes of complying with the Volume Limitations.  






             
5.    
          Company Right to Purchase Additional Shares from Stockholder. During the
          Lock-Up Period, the Company shall have the right to purchase, on substantially
          the same terms and conditions as set forth in the Purchase Agreement, a number
          of Lock-Up Shares held by the Stockholder (treating the Stockholder and all
          Stockholder’s Affiliated Entities in the aggregate as one entity) equal to
          up to thirty percent (30%) of the aggregate number of shares of the
          Company’s stock sold by the Stockholder to the Company and
          contemporaneously to a group of private investors; provided, however,
          that (a) in no event shall the Stockholder be required to sell more Lock-Up
          Shares than the Stockholder then owns or controls, (b) the Stockholder shall not
          be required to sell any Lock-Up Shares that are subject to an Option, (c) the
          price paid shall be equal to the lesser of (i) 94% of the average closing sales
          price of the Company’s stock for the immediately preceding 15 trading days
          or (ii) 94% of the closing sale price of the Company’s stock on the date
          the Company gives notice to the Stockholder that the Company is exercising its
          right to purchase, and (d) in no event shall the purchase price be less than
          $11.75 per share. The Company shall provide at least 10 days’ prior written
          notice to the Stockholder signing below of its election to exercise its right of
          purchase, setting forth the date on which the Company proposes to make such
          purchase (the “Repurchase Date”) and the number of Lock-Up
          Shares the Company proposes to purchase (“Repurchase Shares”).
          On the Repurchase Date, the Stockholder shall have the irrevocable obligation to
          sell and deliver to the Company the Repurchase Shares, and the Company shall
          have the irrevocable obligation to purchase the Repurchase Shares and pay the
          Stockholder. 



             
6.    
          Company Right of First Refusal for One Year Following the Lock-Up Period.
          For a period of one (1) year following the expiration of the Lock-Up Period, the
          Company shall have the right to purchase, on substantially the same terms and
          conditions as set forth in the Purchase Agreement, all or any portion of any
          Lock-Up Shares desired to be sold by the Stockholder to any buyer, other than
          any Lock-Up Shares being sold by a Stockholder pursuant to an Option. 



                    
(a)    
          Prior to a sale of any Lock-Up Shares pursuant to this Section, the Stockholder
          shall deliver to the Company a written notice (the “Transfer
          Notice”), stating: (i) the Stockholder’s bona fide
          intention to sell or otherwise Transfer such Lock-Up Shares; (ii) the
          name, address and phone number of each proposed purchaser or other transferee
          (or that the sale will be into the public market) (“Proposed
          Transferee”); (iii) the aggregate number of Lock-Up Shares that
          the Stockholder (identifying by Stockholder entity the source of the
          Stockholder’s stock) proposes to sell or otherwise Transfer to each
          Proposed Transferee (the “Offered Shares”); and (iv) the
          bona fide cash price (or that the sale will be in the public market at
          prevailing market prices) or, in reasonable detail, other consideration for
          which Seller proposes to Transfer the Offered Shares (the “Offered
          Price”). 






                 
(b)    
          For a period of 20 days (the “Exercise Period”) after the date
          on which the Transfer Notice is actually received by the Company, the Company
          shall have the right to purchase all (but not less than all) of the Offered
          Shares on substantially the same terms and conditions as set forth in the
          Purchase Agreement, including that the the price paid shall be equal to the
          lesser of (i) 94% of the average closing sales price of the Company’s stock
          for the immediately preceding 15 trading days or (ii) 94% of the closing sale
          price of the Company’s stock on the date the Company gives notice to the
          Stockholder signing this Agreement that the Company is exercising its right to
          purchase, but in no event shall the purchase price be less than $11.75 per
          share. In order to exercise its right hereunder, the Company must deliver
          written notice of its intent to purchase to Seller within the Exercise Period
          and close within five (5) business days of giving such notice. 



                 
(c)    
          Upon the earlier to occur of (i) the expiration of the Exercise Period or
          (ii) the time when Seller has received written notice from the Company that
          the Company will not exercise its right of first refusal, the Stockholder (by
          Stockholder entity as set forth in identifying the Offered Shares) shall be free
          to sell to the Proposed Transferee on terms no more favorable to the Proposed
          Transferee than those contained in the Transfer Notice, provided that any such
          sale is completed within 50 days after the date of the beginning of the Exercise
          Period. 



             
7.    
          Application of this Agreement to Shares Sold or Otherwise Transferred. So
          long as such sales or other Transfers are made in compliance with the Volume
          Limitations and other requirements of this Agreement, Lock-Up Shares sold in the
          public market shall thereafter not be subject to the restrictions on sale or
          other Transfer contained in this Agreement. Lock-Up Shares that are properly
          transferred to a Charitable Donee or Lock-Up Shares sold or otherwise
          Transferred in private sales or other Transfers pursuant to an Option shall
          thereafter not be subject to the restrictions on sale or other Transfer
          contained in this Agreement. Private sales or other Transfers of Lock-Up Shares
          sold in a private transaction pursuant to Section 4(c) shall continue to be
          subject to the Volume Limitations and other terms of this Agreement as described
          in that Section. Transferred Lock-Up Shares may continue to be subject to
          restrictions imposed by federal or state securities laws and contractual
          agreements outside of this Agreement. 



             
8.    
          Attempted Transfers. Any attempted or purported sale or other Transfer of
          any Lock-Up Shares by the Stockholder in violation or contravention of the terms
          of this Agreement shall be null and void ab initio. The Company shall,
          and shall instruct its transfer agent to, reject and refuse to transfer on its
          books any Lock-Up Shares that may have been attempted to be sold or otherwise
          Transferred in violation or contravention of any of the provisions of this
          Agreement and shall not recognize any person or entity holding any of the
          Lock-Up Shares as being a stockholder of the Company. 







             
9.    
          Underwriter Lock-Up Agreement. If the Stockholder was a selling
          stockholder in the Company’s 2002 secondary public offering, the
          Stockholder hereby acknowledges and confirms that the Stockholder has previously
          entered into a separate lock-up agreement with the underwriters of the
          Company’s 2002 secondary public offering and is obligated to continue to
          comply with the Stockholder’s obligations set forth in that lock-up
          agreement. 10. Stockbrokers. In order to enhance the Company’s
          ability to facilitate compliance with applicable securities laws by the
          Stockholder, unless the Company in its good faith discretion determines
          otherwise, all sales or Transfers allowable pursuant to the Volume Limitations
          that involve a brokerage, exchange or trading system shall be made through the
          Provo, Utah office or a specific office in New York City (designated by the
          Company) of Merrill Lynch & Co., the Dallas, Texas office of Banc of America
          Securities LLC or such other broker or office as may be proposed by the
          Stockholder and approved in advance in writing by the Company; provided,
          however, that the Company may revoke such approval or modify or change the
          brokers and offices through which sales or other Transfers may be made at any
          time. 



             
11.    
          Termination of Original Stockholders Agreement. The rights and
          obligations of the Stockholder under the Original Stockholders Agreement are
          hereby terminated effective as of the Effective Date. 12. Lock-Up for
          Future Public Offerings. Notwithstanding anything herein to the contrary, in
          the event that during the three (3) years subsequent to the Effective Date the
          Company notifies the Stockholder of its intent to file a registration statement
          under the Securities Act of 1933, as amended, for the public distribution of
          securities, on either a primary or secondary basis, the Stockholder agrees that
          the provisions of Section 1 will again apply to the Stockholder for a period
          beginning on the date of the notice from the Company (but not more than 10 days
          prior to the anticipated filing of the registration statement) and ending 90
          days following the date of the final Prospectus used in such offering. 



             
13.    
          Waiver of Claims. The Stockholder hereby irrevocably waives any and all
          known or unknown claims and rights, whether direct or indirect, fixed or
          contingent, that the Stockholder may now have or that may hereafter arise
          against the Company or any of its affiliates, or any of its respective officers,
          directors, stockholders, employees, agents, attorneys or advisors arising out of
          the negotiation, documentation or operation of the Original Stockholders
          Agreement or any other agreement to which the Company and the Stockholder were
          party existing prior to the Original Stockholders Agreement or arising out of
          the negotiation and documentation of this Agreement. 



             
14.    
          Consent or Approval of Company. Whenever the waiver, consent or approval
          of the Company is required herein or is desired to amend this Agreement or waive
          any requirement in this Agreement, such consent, approval, amendment or waiver
          may only be given by the Company if and when approved by a majority of the
          Company’s then independent directors; provided, however, that the
          independent directors may delegate this authority to executive officers of the
          Company if the Stockholder seeking or benefiting from the consent, approval,
          amendment or waiver is not serving as an officer or director of the Company. 












             
15.    
          Acknowledgement of Representation. The Stockholder represents and
          warrants to the Company that the Stockholder was or had the opportunity to be
          represented by legal counsel and other advisors selected by Stockholder in
          connection with the Original Stockholders Agreement and has been represented by
          legal counsel and other advisors selected by the Stockholder in connection with
          this Agreement. The Stockholder has reviewed this Agreement with his, her or its
          legal counsel and other advisors and understands the terms and conditions
          hereof. The Stockholder understands, acknowledges and confirms that M. Truman
          Hunt, Matt Dorny and Simpson Thacher & Bartlett LLP represented only the
          Company in connection with this Agreement. Wilson Sonsini Goodrich & Rosati,
          P.C. represented only the Special Committee of the Board of Directors of the
          Company in connection with this Agreement. 



             
16.    
          Legends on Certificates. All Purchased or Lock-Up Shares now or hereafter
          owned by the Stockholder, except any shares purchased in open market
          transactions by Stockholders that are not affiliates (as such term is defined
          under securities laws) of the Company, shall be subject to the provisions of
          this Agreement and the certificates representing such Purchased or Lock-Up
          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 AGREEMENT, A COPY OF WHICH
MAY BE EXAMINED AT THE OFFICE OF THE CORPORATION. 






             
17.    
          Termination of Lock-Up Agreement. This Agreement shall terminate upon the
          earlier to occur of: 











	  	        (a)
the execution of a written instrument to that effect by           the Company and the
Stockholder (or individual Stockholder entity) that then           owns the Lock-Up
Shares; or  












	  	        (b)
the merger or consolidation of the Company with           a corporation or other entity
upon consummation of which the Stockholder and all           other persons or entities
that are party to a lock-up agreement regarding the           Company’s stock with
terms substantially identical to this Lock-Up           Agreement immediately thereafter
own in the aggregate less than 25% of the total           voting power of the surviving
or resulting corporation.   










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





             
19.    
          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: Chief Financial Officer/General Counsel

Telecopy: (801) 345-5999



If
to the Stockholder:


Address
of the Stockholder signing this Agreement as indicated in the Company’s records.




        20.    
Binding Effect.
This Agreement will be binding upon and inure to the benefit of the Company, its
successors and assigns and to the Stockholder and their respective permitted heirs,
personal representatives, successors and assigns.  



            21.    
          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. 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. 










        22.    Remedies.  





                 
(a)    
          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. 



                 
(b)    
          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. 



             23.    
          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. 



             24.    
          Definitions. The table below is intended to facilitate the finding of
          defined terms in this Agreement. Certain terms are defined in the table. 





	  	                     Term  	  	Definition
or Section Where Defined 







	  	         Agreement  	  	First
paragraph 









	  	         Attorney-in-Fact  	  	Section
6(d) 









	  	         Charitable  	  	Donee
              Section 3(b) 









	  	         Company  	  	First
paragraph 









	  	         Effective  	  	Date
                First paragraph 









	  	         Exercise  	  	Period
               Section 6(b) 









	  	         Institution  	  	Section
3(c) 










	  	         Lock-Up  	  	Agreement
             Section 1 









	  	         Lock-Up  	  	Period
                Section 1 










	  	         Lock-Up  	  	Shares
                Background Information, Paragraph B 










	  	         Offered Price 	  	                 Section 6(a) 













	  	         Offered  Shares	  	
                Section 6(a) 










	  	         Option  	  	Section
3(e) 










	  	         Original  	  	Stockholders
         Background Information, Paragraph A          Agreement 











	  	         Pledge  	  	Section
3(c) 











	  	         Proposed  	  	Transferee
           Section 6(a) 












	  	         Purchase  	  	Agreement
            Background Information, Paragraph B 







	  	         Purchased  	  	Shares
              Background Information, Paragraph B 







	  	         Repurchase  	  	Date
               Section 5 







	  	         Repurchase  	  	Shares
             Section 5 







	  	         Stockholder  	  	"Stockholder"  means
(a) the individual  whose name and signature  appear on
                                        the  signature  page hereto,  (b) his, her or its
assignees  hereunder,  (c)                                         his,  her  or  its
 respective  estate,  guardian,  conservator,  committee,
                                        trustee,  manager, partner or officer, (d) his or
her spouse and descendants                                         that  are  minors  or
 legally   incompetent  (and  any  estate,   guardian,
                                        conservator,  committee,  trustee,  manager,
 partner  or  officer  for such                                         minor) and (e)
his,  her or its  Stockholder's  Affilated  Entities.  In the
                                        event of a transfer by operation  of law of any
Lock-Up  Shares owned by the                                         Stockholder,  the
Stockholder's  rights and obligations under this Agreement
                                        shall remain and apply to any  successor in
interest to the  Stockholder  as                                         if such
 successor in interest  were the original  Stockholder  signing this
                                        Agreement. 







	  	         Stockholder's Affiliated Entites	  	
 "Stockholder's  Affiliated Entities" shall mean (a) the parties named on
the          Entities                       attached  Exhibit A and (b) any legal
 entity,  including  any  corporation,                                         LLC,
 partnership,  not-for-profit  corporation,  estate planning vehicle or
                                        trust,   which  is  directly  or  indirectly
 owned  or  controlled  by  the                                         Stockholder or
his or her descendants or spouse,  of which such  Stockholder
                                        or his or her  descendants  or spouse  are
 beneficial  owners,  or which is                                         under joint
control or ownership  with any other person or entity subject to
                                        a lock-up agreement  regarding the Company's
stock with terms  substantially                                         identical to this
Lock-Up Agreement. 











	  	         Transfer  	  	"Transfer"  (including
various forms of the word) shall mean to offer, sell,
                                        contract to sell, pledge,  give, donate or
otherwise dispose of, directly or                                         indirectly,
  any  Lock-Up   Shares  or  securities   convertible   into  or
                                        exchangeable  or  exercisable   for  any  Lock-Up
  Shares,   enter  into  a                                         transaction  which
would have the same effect, or enter into any swap, hedge
                                        or other  arrangement  that  transfers,  in
 whole  or in  part,  any of the                                         economic or
voting  consequences  of ownership of such  securities,  whether
                                        any such  aforementioned  transaction  is to be
settled by  delivery  of the                                         Lock-Up Shares or
such other securities,  in cash or otherwise,  or publicly
                                        disclose the intention to make any such offer,
 sale, pledge or disposition,                                         or to enter into
any such transaction, swap, hedge or other arrangement. 











	  	         Transfer  	  	Notice
               Section 6(a) 







	  	         Volume  	  	Limitations
            Section 2 










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



NU SKIN ENTERPRISES,
INC. 



a Delaware Corporation 




By:  



Name:  



Title:  






STOCKHOLDER: 



Signature:  



Name:  




     



     



        STOCKHOLDER’S
SPOUSE (as applicable): 



	  	
The
undersigned spouse of the Stockholder has read and hereby approves the foregoing Agreement
and agrees to be irrevocably bound by the Agreement and further agrees that any community
property interest shall be similarly bound by the Agreement. I hereby irrevocably appoint
my spouse as my attorney-in-fact with respect to any amendment or exercise of any rights
under the Agreement. 








Signature:  




Name:  








EXHIBIT A 



STOCKHOLDER’S AFFILATED
ENTITIES AS OF EFFECTIVE DATE  (includes estate planning vehicles even
where stock is no (includes estate planning vehicles even where stock is no
                                    longer owned or controlled by Stockholder) 















CONFIRMATION 



        This
Confirmation is made by the undersigned person or entity, which person or entity may be
deemed to be a Stockholder’s Affiliated Entity as defined in that certain Lock-Up
Agreement dated as of October 22, 2003 between Nu Skin Enterprises, Inc. and a related
party to the undersigned (the “Lock-Up Agreement”). The undersigned, in
consideration of the benefits it receives as a stockholder of Nu Skin Enterprises, Inc.
and otherwise from the completion of the transactions contemplated by that certain Stock
Repurchase Agreement dated as of October 22, 2003, acknowledges and agrees as follows: 



          	1. 	  	
               That the undersigned shall be deemed to be a Stockholder’s Affiliated
               Entity as defined in the Lock-Up Agreement. 



               



          	2. 	  	
               That the rights and obligations of the Stockholder as set forth in that Lock-Up
               Agreement shall apply to the undersigned and the undersigned shall be legally
               bound by the Lock-Up Agreement. 



               



          	3. 	  	
               For the avoidance of doubt, the undersigned specifically confirms that 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 is terminated by the Lock-Up Agreement and has
               therefore become of no further force or effect. 



               



          	4. 	  	
               For the avoidance of doubt, the undersigned specifically confirms that the
               Volume Limitations described in the Lock-Up Agreement are to be applied to the
               undersigned on an aggregated basis along with all other Stockholder’s
               Affiliated Entities of the stockholder signing the Lock-Up Agreement. 



               



          	5. 	  	
               For the avoidance of doubt, the undersigned specifically confirms that Section 1
               of the Lock-Up Agreement applies to the undersigned and prohibits sales or other
               transfers of the stock of Nu Skin Enterprises, Inc. during the next two years,
               subject to certain exceptions in the Lock-Up Agreement. 



               



          	6. 	  	
               Nu Skin Enterprises, Inc. is entitled to rely on this Confirmation. 



               



Affirmed and agreed on
October 22, 2003, 



By:
____________________________________ 



Name:
____________________________________ 



Title:
____________________________________