Exhibit 10.1 2Q 2003 FORM 10-Q NSE






Consulting Agreement 



Nu Skin Enterprises,
Inc. 



Revised April 23, 2003 



Our Mission 



Identifying
the right solutions for our clients 
 and working with them, side by side, to help them
achieve their goals. 



Woodclyffe 



Improving performance.
Creating value. 












Our Understanding of
Your Objectives 





Observations 



	  	
Nu
Skin Enterprises, Inc. is committed to growing geographically with an immediate focus on
China and the emerging markets of Latin America and Eastern Europe. 






Objectives 



	  	
In
China, the company needs to establish a “retail” business model that is viewed
as such by the government. This market is and will be an excellent market for direct
sellers. However, government restrictions and attitudes need to be respected. Foreign Nu
Skin distributors/directors need to be managed. 






	  	
In
Latin America and Eastern Europe, the company is reevaluating its strategy to find the
best approach to achieve success in these emerging markets. The approach needs to be
locally competitive while also providing an attractive role and earnings opportunity for
the company’s international distributors. 










Page 2 



Our Deliverables and
Methodology 



Deliverables 



	  	
Bill
Pryor will work with Corey Lindley and his team in China. The role will be to leverage his
experience and to provide advice and support to the development of Nu Skin’s
business. Specifically he will work toward helping Nu Skin develop a legal and competitive
retail model, a model that can quickly be transformed and used as a spring board for
direct selling in a post ban market, and work with Nu Skin to demonstrate to the
government that Nu Skin follows good business practices and is a “model” for how
the government wants direct sellers to behave in their market. 






	  	
Joe
Ferreira will work with the Nu Skin Latin America team to provide advice and support to
develop a strategy and business model for Latin America. 






	  	
Woodclyffe
shall perform the services in a professional manner and in conformity with the standards
generally applicable to professionals in Woodclyffe’s area of practice. 






Time Table 



        April
1




	  	
Effective
start date of consulting engagement. 







        April 





	  	
Bill
Pryor will arrive in Shanghai, participate in the company’s business review meetings
on the 8th and 9th, in PR meetings in Shanghai and Beijing on the 10th and
11th, stay the weekend, then work on the 14th and 15th,
and return to the U.S. on the 16th. Joe
Ferreira will be contacted to schedule his involvement with Latin America.  







        May
to September 



	  	
Bill
and Joe will work with their respective contact person within Nu Skin to schedule
meetings, calls and review information.  







        October
and beyond  



	  	
This Agreement will end September 30, 2003. Our relationship can be
expanded and/or extended, or ended, at anytime with 30 days notice.  











Page 3 



Project Team Structure 



Woodclyffe 



	  	
Woodclyffe
is a unique international consulting and interim management firm. The firm’s
associates are senior executives with broad and deep capabilities attained over the past
30 years through hands-on experiences growing some of the worlds most recognized brands.
Areas of focus include: performance improvement; foreign market entry and development;
marketing, brand building and advertising; growth strategies; and management advisory
work. 






Project Team 



	  	
This
project will involve Bill Pryor, EVP, and Joe Ferreira, President and CEO of the
Woodclyffe Group. Bill will support the company’s effort with regard to China and Joe
will support the company’s effort in Latin America. 






	  	
Nu
Skin has contracted for specifically the services of J. Ferreira and C. W. Pryor and no
other persons shall be engaged or delegated to perform any services without the prior
written consent of Nu Skin. 






	  	
Their
biographies are below:  






Joe Ferreira 




	  	
Joe
Ferreira is President and CEO of the Woodclyffe Group,
LLC. He has twenty-five years of business experience, most of which was accumulated at
Avon Products, Inc. 






	  	
He
began his career in retail and after 2 years moved to Avon. During the first part of his
career at Avon he worked mainly in Finance rising to become the head of finance and
operations for the Avon Division, reporting to the company president. Then in 1990 he was
given the opportunity to run Avon’s business in Latin America. Over the next 10 years
he moved around the world improving the performance of existing companies, opening new
markets and businesses, and growing Avon’s international business to $3.5 billion. In
1999 he was promoted to the position of Co-COO and a director of the company. 










Page 4 




Project Team Structure
(continued) 



	  	
As
Co-Chief Operating Officer and a member of the Board of Directors, Mr. Ferreira had full
responsibility for all international business ($3.5 billion in sales) encompassing over 40
subsidiaries and close to 100 distributorships in Latin America, Europe, Asia and Africa
(2/3rds of the corporation). Mr. Ferreira also was responsible for global strategic
planning, market research, new business development and new markets. 






	  	
During
his tenure as Co-COO, every international region increased local currency sales at
double-digit rates, increased gross margin and increased operating margin; a new wellness
business was successfully developed for 19 markets (including the U.S.) and delivered
sales of $150 million in the first year, well over expectations; and Avon’s stock
price increased 45% in 2000. 






C. William Pryor 



	  	
Bill
Pryor is an Executive Vice President of the Woodclyffe Group. Bill has over 40
years of international direct selling experience including 20 years of expatriate
assignments in Australia, Japan and China. 






	  	
His
employment experience has been predominately with Avon Products, but also includes
Nutri-Metics International and Cutco International. 






	  	
He
is an Accounting graduate of New York University with experience in Finance, Marketing,
Sales, New Markets Entry and General Management. The General Management experience
includes line responsibility at the area and country levels. 













Page 5 



Project Team Structure
(continued) 



	  	
As
President and CEO of Avon-China, he guided that subsidiary to profitability. Avon-China
was the first Avon subsidiary to introduce a multi-level sales plan. A $40MM manufacturing
facility was constructed and most products were converted to in-country manufacturing and
materials procurement. An ethical reputation for Avon was established through appropriate
business practices and government negotiations and relationships. Avon-China became the
first direct selling company to receive government approval of an alternative business
plan for market re-entry after the ban on direct selling. 






	  	
During
his assignment as President and CEO of Avon-Japan, that subsidiary became the highest
profit contributor of all Avon subsidiaries outside the U.S.. Avon-Japan’s product
line was completely upgraded to meet the standards of the Japanese market. Innovative
concepts were introduced such as Sales Representatives segmentation with targeted
marketing plans and direct mail as a supplement to direct selling communications. 






	  	
As
Executive Vice President of Cutco International, he established international expansion
strategies, methods and market entry activities. 






	  	
As
Senior Vice President and COO of Nutri-Metics International, he managed the international
subsidiaries and accomplished market entry into several countries. 






	  	
His
initial work experience was as an Accountant with the International Division of Ford
Motor Company.  









Page 6 



Fee Summary 



Fee Summary 



	  	
Monthly
retainer: $22,500.  This retainer will cover up to 6 days for Bill
                                    Pryor and up to 3 days for Joe Ferreira. 






	  	
If
more than the above number of days is required in any given month, the charges will be as
follows: $2,500 per day for Bill Pryor and $3,700 per day for Joe Ferreira. 






	  	
The
use of our China government relation’s consultant may be deemed useful and necessary
by Nu Skin. If so we will discuss and agree on the additional costs at that time. 






	  	
Travel
time will be split. Therefore, Nu Skin will only be charged for approximately fifty
percent of travel time. 






	  	
Nu
Skin agrees to reimburse Woodclyffe for reasonable and necessary out-of-pocket expenses,
including travel expenses, incurred by Woodclyffe in providing services under this
Agreement, consistent with the guidelines customarily used by Nu Skin for reimbursement of
its employees for business expenses, including proper documentation of expenses. All
travel must be pre-approved by Nu Skin. 






	  	
Woodclyffe
will invoice Nu Skin on the 1st of each month for the retainer, out of pocket
costs and any additional days. Payment is due by the 15th of each month. 














Page 7 




Terms and Conditions 



Client Responsibilities 



	  	
Nu
Skin shall provide complete, timely information and data to meet the requirements of the
engagement. Nu Skin shall furnish the required information and data as expeditiously as is
necessary for the orderly progress of the work. Woodclyffe will rely on its accuracy and
completeness. Nu Skin shall designate people to work with us on specific aspects of the
project. 






Confidentiality 



	  	
Woodclyffe
will comply with the Nu Skin’s confidentiality agreement which was previously signed
and which is attached as Exhibit A. 






Indemnification 



	  	
Nu
Skin Enterprises, Inc. shall indemnify, defend, and hold the Woodclyffe Group, LLC, its
employees, officers, and agents, (“Indemnities”) harmless from all expenses,
damages, costs, penalties, liabilities, and amounts incurred in judgments or settlements,
including attorneys’ fees (collectively “Damages”) suffered by Indemnities,
or any of them, as a result of threatened, pending, or completed investigations,
enforcement actions, claims, demands or any and all lawsuits (collectively, the
“Actions”) against Indemnities or Nu Skin Enterprises, Inc. as a result of
services performed, provided that the Indemnities acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of Nu Skin and in
conformity with standards generally applicable to professionals in Indemnities’ area
of practice, and provided further that the Indemnities had no reasonable cause to believe
their conduct was unlawful. The forgoing indemnification provisions shall not apply to any
Action (i) by or in the right of Nu Skin or any of its affiliates against any of the
Indemnities, (ii) arising out of a breach of any covenant, warranty or other provision of
this Agreement by any of the Indemnities, (iii) arising out of the negligent or reckless
acts of any of the Indemnities, or (iv) arising out of any relationship
that any of the Indemnities has with a third party (e.g., a claim that the services
provided here under violate or conflict with another consulting arrangement or that any of
the Indemnities has violated a contractual or legal duty to a third party). 












Page 8 




Terms and Conditions
(continued) 




        Indemnification
(cont.) 



	  	
Woodclyffe
shall indemnify, defend and hold Nu Skin and its affiliates, and each                of
their employees, directors, officers and agents (the “Nu Skin
               Indemnities”) harmless from all Damages suffered by the Nu Skin
               Indemnities, or any of them, as a result of any breach of Woodclyffe’s
               obligations under this Agreement or their negligent or reckless conduct.  






Termination 



	  	
If
either party materially breaches a material provision of this Agreement, the other party
may terminate this Agreement upon fifteen (15) days’ notice unless the breach is
cured within the notice period. 






	  	
Either
party may also terminate this Agreement at any time, with or without cause, upon thirty
(30) days’ notice. 






	  	
Woodclyffe
will be entitled to full payment for services performed and expenses incurred prior to the
effective date of termination. 






Work Product 



	  	
All
information and data developed, received or furnished by Woodclyffe during the term of
this Agreement in the performance of the services shall be the property of Nu Skin. All
such information shall be delivered to Nu Skin, and Nu Skin shall have the unrestricted
right to use and disclose such information in any manner and for any purpose without
payment or any further compensation. Such information shall be considered confidential
information. Woodclyffe agrees that it will not disclose to Nu Skin any information that
is the confidential or proprietary information of any other party and that any and all
information
disclosed to Nu Skin may be utilized by Nu Skin without restriction. Woodclyffe agrees to
indemnify, defend and hold the Nu Skin Indemnities harmless from any Damages arising from
any act or alleged act of infringement of any intellectual property rights or proprietary
information of another party related to the services of Woodclyffe hereunder.












Page 9 




Terms and Conditions
(continued) 



Independent Contractor 



	  	
In
the performance of this Agreement, Woodclyffe is an independent contractor and neither
Woodclyffe nor any of its employees, agents or subcontractors shall be considered an
employee or agent of Nu Skin. It is not the purpose or intention of this Agreement to
create, and the same shall not be construed as creating a joint venture or partnership of
any nature. Woodclyffe shall be responsible for reporting and paying all local, state and
federal employment and related taxes and further agrees to indemnify the Nu Skin
Indemnities from and against any and all Damages related to the withholding and payment of
local, state and federal taxes related to Woodclyffe’s performance of services. In
the event the taxing authorities in any jurisdiction require Nu Skin to withhold any taxes
or other payments related to the services performed hereunder, Nu Skin may withhold such
taxes, and the payments required to be paid by Nu Skin to Woodclyffe under this Agreement
shall be made net of such withholding amounts. 






Conflicts of Interest 



	  	
Woodclyffe
hereby represents and warrants that neither it, nor any of its employees, agents or
subcontractors, is prohibited, encumbered or restricted (whether by contractual, legal or
fiduciary obligations) from performing the services contracted for pursuant to this
Agreement by, and that its engagement and the performance of the services hereunder will
not conflict with, any prior or existing contract, agreement or arrangement with any other
party. Woodclyffe further represents that its engagement will not result in any conflict
of interest on its part with any other previous contract, agreement or arrangement.
Woodclyffe hereby agrees that it will not enter into any contract, agreement or
arrangement while engaged by Nu Skin that would result in a conflict of interest with
respect to its engagement by Nu Skin or otherwise conflict with the services hereunder.
Woodclyffe further agrees to indemnify and hold the Nu Skin Indemnities harmless from and
against any and all Damages in the event another party alleges the existence of any such 










Page 10 




Terms and Conditions
(continued) 



Conflicts of
Interest(cont.) 



	  	
contract,
agreement or arrangement restricting Woodclyffe’s performance under this Agreement.
In the event any employee or agent of Woodclyffe accepts an appointment to serve as a
member of the Board of Directors of Nu Skin, Woodclyffe agrees that it will clear with the
Board of Directors of Nu Skin any potential conflicts of interest from proposed consulting
arrangements, with Nu Skin’s presumption that the person serving on the Board of
Directors would be precluded from performing, directly or indirectly, any consulting
assignments with Amway, Herbalife, Usana, Morinda, Nature’s Sunshine, Excel, Prepaid
Legal, Melaleucca and Unicity. 






Insurance 



	  	
Woodclyffe
hereby agrees to apply for and maintain general comprehensive liability insurance in such
amounts as is commercially reasonable. Such insurance shall be maintained with reputable
insurance carriers with coverage broad enough to cover Woodclyffe on the premises of Nu
Skin and its affiliates. Woodclyffe shall provide a certificate of insurance to Nu Skin
evidencing such insurance once it is obtained. 






Non Solicitation 



	  	
Nu
Skin agrees, for the period through January 31, 2004, not to hire any
managerial/professional level or more senior level associate from Avon (or of an Avon
affiliate) or solicit any managerial/professional level or more senior level associate of
Avon (or of an Avon affiliate) to leave his or her employment with Avon (or of an Avon
affiliate). 









Page 11 




Agreed and Accepted 



If the arrangements and terms
outlined in this proposal are satisfactory, please sign both copies of this proposal and
return one to us.  



This proposal correctly sets forth
our understanding and acceptance of the Nu Skin Enterprises, Inc. consulting engagement.  



Approved by:  






	Nu Skin Enterprises, Inc.


/s/ M. Truman Hunt

Mr. M. Truman Hunt

President and CEO	  	
 Woodclyffe Group, LLC 



/s/  Joe Ferreira

Mr. Joe Ferreira

President and CEO