Exhibit 10.54 NSE 2003 10-K Series A and B Senior Notes





NU SKIN ENTERPRISES,
INC. 
SERIES A SENIOR NOTE 



No. A-1 


CURRENCY AND ORIGINAL PRINCIPAL AMOUNT:  U.S. $11,257,000

ORIGINAL ISSUE DATE:  October 31, 2003

INTEREST RATE:  4.00%

INTEREST PAYMENT DATES: April 30 and October 31

FINAL MATURITY DATE: April 30, 2008 

PRINCIPAL PREPAYMENT DATES AND AMOUNTS: $2,251,400 on October 31, 2004, April 30, 2005, April 30, 2006, and April
30, 2007 



        FOR
VALUE RECEIVED, the undersigned, NU SKIN ENTERPRISES, INC. (herein called the
“Company”), a corporation organized and existing under the laws of
Delaware, hereby promises to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or
registered assigns, the principal sum of ELEVEN MILLION TWO HUNDRED FIFTY-SEVEN
THOUSAND U.S. DOLLARS, payable on the Principal Payment Dates and in the amounts
specified above, and on the Final Maturity Date as specified above in an amount equal to
the unpaid balance of the principal hereof, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest
Rate per annum specified above, payable on each Interest Payment Date specified above and
on the Final Maturity Date specified above, commencing with the Interest Payment Date next
succeeding the date hereof, until the principal hereof shall have become due and payable,
and (b) on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of any Make-Whole Amount and any overdue payment of interest, payable on
each Interest Payment Date as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the Default Rate. 



        Payments
of principal, Make-Whole Amount, if any, and interest are to be made at The Bank of New
York in New York City or at such other place as the holder hereof shall designate to the
Company in writing, in lawful money of the United States of America. 



        This
Note is one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to a Private Shelf Agreement, dated as of August 26, 2003 (as from time to
time amended, herein called the “Agreement”), between Nu Skin
Enterprises, Inc. (the “Company”) and each Issuer Subsidiary which becomes party
thereto, on the one hand, and Prudential Investment Management, Inc. and each Prudential
Affiliate which becomes party thereto, on the other hand, and is entitled to the benefits
thereof. Capitalized terms used and not otherwise defined herein shall have the meanings
provided in the Agreement. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of
the Agreement, and (ii) to have made the representations set forth in Section 6 of the
Agreement. This Note is secured by the Collateral Documents and is guaranteed by the
Subsidiary Guarantors pursuant to the Subsidiary Guaranty. 












        This
Note is subject to optional prepayment, in whole or from time to time in part, on the
terms specified in the Agreement. 



        This
Note is a registered Note and, as provided in the Agreement, upon surrender of this Note
for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for the then outstanding principal amount will be
issued to, and registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary. 



        In
case an Event of Default shall occur and be continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount), and with the effect provided in the Agreement. 



        This
Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles
of the law of such State (other than Section 5-1401 of the New York General Obligations
Law) that would require the application of the laws of a jurisdiction other than such
State. 



NU SKIN ENTERPRISES,
INC. 



By:         /s/  Ritch N. Wood

Name:    Ritch N. Wood

Title:      Chief Financial Officer 












NU SKIN ENTERPRISES, INC. 

SERIES A SENIOR NOTE 



No. A-2 

CURRENCY AND ORIGINAL PRINCIPAL AMOUNT:  U.S. $5,555,556

ORIGINAL ISSUE DATE:  October 31, 2003

INTEREST RATE:  4.00%

INTEREST PAYMENT DATES: April 30 and October 31

FINAL MATURITY DATE: April 30, 2008 

PRINCIPAL PREPAYMENT DATES AND AMOUNTS: $1,111,111.20 on October 31, 2004, April 30, 2005, April 30, 2006, and
April 30, 2007 



        FOR
VALUE RECEIVED, the undersigned, NU SKIN ENTERPRISES, INC. (herein called the
“Company”), a corporation organized and existing under the laws of
Delaware, hereby promises to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or
registered assigns, the principal sum of FIVE MILLION FIVE HUNDRED FIFTY-FIVE THOUSAND
FIVE HUNDRED FIFTY-SIX U.S. DOLLARS, payable on the Principal Payment Dates and in the
amounts specified above, and on the Final Maturity Date as specified above in an amount
equal to the unpaid balance of the principal hereof, with interest (computed on the basis
of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the
Interest Rate per annum specified above, payable on each Interest Payment Date specified
above and on the Final Maturity Date specified above, commencing with the Interest Payment
Date next succeeding the date hereof, until the principal hereof shall have become due and
payable, and (b) on any overdue payment (including any overdue prepayment) of principal,
any overdue payment of any Make-Whole Amount and any overdue payment of interest, payable
on each Interest Payment Date as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the Default Rate. 



        Payments
of principal, Make-Whole Amount, if any, and interest are to be made at The Bank of New
York in New York City or at such other place as the holder hereof shall designate to the
Company in writing, in lawful money of the United States of America. 



        This
Note is one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to a Private Shelf Agreement, dated as of August 26, 2003 (as from time to
time amended, herein called the “Agreement”), between Nu Skin
Enterprises, Inc. (the “Company”) and each Issuer Subsidiary which becomes party
thereto, on the one hand, and Prudential Investment Management, Inc. and each Prudential
Affiliate which becomes party thereto, on the other hand, and is entitled to the benefits
thereof. Capitalized terms used and not otherwise defined herein shall have the meanings
provided in the Agreement. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of
the Agreement, and (ii) to have made the representations set forth in Section 6 of the
Agreement. This Note is secured by the Collateral Documents and is guaranteed by the
Subsidiary Guarantors pursuant to the Subsidiary Guaranty. 









        This
Note is subject to optional prepayment, in whole or from time to time in part, on the
terms specified in the Agreement. 



        This
Note is a registered Note and, as provided in the Agreement, upon surrender of this Note
for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for the then outstanding principal amount will be
issued to, and registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary. 



        In
case an Event of Default shall occur and be continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount), and with the effect provided in the Agreement. 



        This
Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles
of the law of such State (other than Section 5-1401 of the New York General Obligations
Law) that would require the application of the laws of a jurisdiction other than such
State. 



NU SKIN ENTERPRISES,
INC. 



By:         /s/  Ritch N. Wood

Name:    Ritch N. Wood

Title:      Chief Financial Officer 

















NU SKIN ENTERPRISES, INC. 

SERIES A SENIOR NOTE 



No. A-3 


CURRENCY AND ORIGINAL PRINCIPAL AMOUNT:  U.S. $1,243,000

ORIGINAL ISSUE DATE:  October 31, 2003

INTEREST RATE:  4.00%

INTEREST PAYMENT DATES: April 30 and October 31 

FINAL MATURITY DATE: April 30, 2008 

PRINCIPAL PREPAYMENT DATES AND AMOUNTS: $248,600 on October 31, 2004, April 30, 2005, April 30, 2006, and April
30, 2007 



        FOR
VALUE RECEIVED, the undersigned, NU SKIN ENTERPRISES, INC. (herein called the
“Company”), a corporation organized and existing under the laws of
Delaware, hereby promises to pay to PRUCO LIFE INSURANCE COMPANY, or registered
assigns, the principal sum of ONE MILLION TWO HUNDRED FORTY-THREE THOUSAND U.S.
DOLLARS, payable on the Principal Payment Dates and in the amounts specified above,
and on the Final Maturity Date as specified above in an amount equal to the unpaid balance
of the principal hereof, with interest (computed on the basis of a 360-day year of twelve
30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified
above, payable on each Interest Payment Date specified above and on the Final Maturity
Date specified above, commencing with the Interest Payment Date next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b) on any
overdue payment (including any overdue prepayment) of principal, any overdue payment of
any Make-Whole Amount and any overdue payment of interest, payable on each Interest
Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand),
at a rate per annum from time to time equal to the Default Rate. 



        Payments
of principal, Make-Whole Amount, if any, and interest are to be made at The Bank of New
York in New York City or at such other place as the holder hereof shall designate to the
Company in writing, in lawful money of the United States of America. 



        This
Note is one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to a Private Shelf Agreement, dated as of August 26, 2003 (as from time to
time amended, herein called the “Agreement”), between Nu Skin
Enterprises, Inc. (the “Company”) and each Issuer Subsidiary which becomes party
thereto, on the one hand, and Prudential Investment Management, Inc. and each Prudential
Affiliate which becomes party thereto, on the other hand, and is entitled to the benefits
thereof. Capitalized terms used and not otherwise defined herein shall have the meanings
provided in the Agreement. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of
the Agreement, and (ii) to have made the representations set forth in Section 6 of the
Agreement. This Note is secured by the Collateral Documents and is guaranteed by the
Subsidiary Guarantors pursuant to the Subsidiary Guaranty. 











        This
Note is subject to optional prepayment, in whole or from time to time in part, on the
terms specified in the Agreement. 



        This
Note is a registered Note and, as provided in the Agreement, upon surrender of this Note
for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for the then outstanding principal amount will be
issued to, and registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary. 



        In
case an Event of Default shall occur and be continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount), and with the effect provided in the Agreement. 



        This
Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles
of the law of such State (other than Section 5-1401 of the New York General Obligations
Law) that would require the application of the laws of a jurisdiction other than such
State. 



NU SKIN ENTERPRISES,
INC. 



By:         /s/  Ritch N. Wood

Name:    Ritch N. Wood

Title:      Chief Financial Officer 









NU SKIN ENTERPRISES, INC. 

SERIES A SENIOR NOTE 



No. A-4 


CURRENCY AND ORIGINAL PRINCIPAL AMOUNT:  U.S. $4,166,666

ORIGINAL ISSUE DATE:  October 31, 2003

INTEREST RATE:  4.00%

INTEREST PAYMENT DATES: April 30 and October 31

 FINAL MATURITY DATE: April 30, 2008

 PRINCIPAL PREPAYMENT DATES AND AMOUNTS: $833,333.20 on October 31, 2004, April 30, 2005, April 30, 2006, and
April 30, 2007 



        FOR
VALUE RECEIVED, the undersigned, NU SKIN ENTERPRISES, INC. (herein called the
“Company”), a corporation organized and existing under the laws of
Delaware, hereby promises to pay to BAYSTATE INVESTMENTS, LLC, or registered
assigns, the principal sum of FOUR MILLION ONE HUNDRED SIXTY-SIX THOUSAND SIX HUNDRED
SIXTY-SIX U.S. DOLLARS, payable on the Principal Payment Dates and in the amounts
specified above, and on the Final Maturity Date as specified above in an amount equal to
the unpaid balance of the principal hereof, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest
Rate per annum specified above, payable on each Interest Payment Date specified above and
on the Final Maturity Date specified above, commencing with the Interest Payment Date next
succeeding the date hereof, until the principal hereof shall have become due and payable,
and (b) on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of any Make-Whole Amount and any overdue payment of interest, payable on
each Interest Payment Date as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the Default Rate. 



        Payments
of principal, Make-Whole Amount, if any, and interest are to be made at The Bank of New
York in New York City or at such other place as the holder hereof shall designate to the
Company in writing, in lawful money of the United States of America. 



        This
Note is one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to a Private Shelf Agreement, dated as of August 26, 2003 (as from time to
time amended, herein called the “Agreement”), between Nu Skin
Enterprises, Inc. (the “Company”) and each Issuer Subsidiary which becomes party
thereto, on the one hand, and Prudential Investment Management, Inc. and each Prudential
Affiliate which becomes party thereto, on the other hand, and is entitled to the benefits
thereof. Capitalized terms used and not otherwise defined herein shall have the meanings
provided in the Agreement. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of
the Agreement, and (ii) to have made the representations set forth in Section 6 of the
Agreement. This Note is secured by the Collateral Documents and is guaranteed by the
Subsidiary Guarantors pursuant to the Subsidiary Guaranty. 











        This
Note is subject to optional prepayment, in whole or from time to time in part, on the
terms specified in the Agreement. 



        This
Note is a registered Note and, as provided in the Agreement, upon surrender of this Note
for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for the then outstanding principal amount will be
issued to, and registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary. 



        In
case an Event of Default shall occur and be continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount), and with the effect provided in the Agreement. 



        This
Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles
of the law of such State (other than Section 5-1401 of the New York General Obligations
Law) that would require the application of the laws of a jurisdiction other than such
State. 



NU SKIN ENTERPRISES,
INC. 



By:         /s/  Ritch N. Wood

Name:    Ritch N. Wood

Title:      Chief Financial Officer 











NU SKIN ENTERPRISES, INC. 
SERIES A SENIOR NOTE 



No. A-5 


CURRENCY AND ORIGINAL PRINCIPAL AMOUNT:  U.S. $2,777,778

ORIGINAL ISSUE DATE:  October 31, 2003

INTEREST RATE:  4.00%

INTEREST PAYMENT DATES: April 30 and October 31

FINAL MATURITY DATE: April 30, 2008

 PRINCIPAL PREPAYMENT DATES AND AMOUNTS: $555,555.60 on October 31, 2004, April 30, 2005, April 30, 2006, and
April 30, 2007 



        FOR
VALUE RECEIVED, the undersigned, NU SKIN ENTERPRISES, INC. (herein called the
“Company”), a corporation organized and existing under the laws of
Delaware, hereby promises to pay to GOLDEN AMERICAN LIFE INSURANCE COMPANY, or
registered assigns, the principal sum of TWO MILLION SEVEN HUNDRED SEVENTY-SEVEN
THOUSAND SEVEN HUNDRED SEVENTY-EIGHT U.S. DOLLARS, payable on the Principal Payment
Dates and in the amounts specified above, and on the Final Maturity Date as specified
above in an amount equal to the unpaid balance of the principal hereof, with interest
(computed on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid
balance thereof at the Interest Rate per annum specified above, payable on each Interest
Payment Date specified above and on the Final Maturity Date specified above, commencing
with the Interest Payment Date next succeeding the date hereof, until the principal hereof
shall have become due and payable, and (b) on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of any Make-Whole Amount and any overdue
payment of interest, payable on each Interest Payment Date as aforesaid (or, at the option
of the registered holder hereof, on demand), at a rate per annum from time to time equal
to the Default Rate. 



        Payments
of principal, Make-Whole Amount, if any, and interest are to be made at The Bank of New
York in New York City or at such other place as the holder hereof shall designate to the
Company in writing, in lawful money of the United States of America. 



        This
Note is one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to a Private Shelf Agreement, dated as of August 26, 2003 (as from time to
time amended, herein called the “Agreement”), between Nu Skin
Enterprises, Inc. (the “Company”) and each Issuer Subsidiary which becomes party
thereto, on the one hand, and Prudential Investment Management, Inc. and each Prudential
Affiliate which becomes party thereto, on the other hand, and is entitled to the benefits
thereof. Capitalized terms used and not otherwise defined herein shall have the meanings
provided in the Agreement. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of
the Agreement, and (ii) to have made the representations set forth in Section 6 of the
Agreement. This Note is secured by the Collateral Documents and is guaranteed by the
Subsidiary Guarantors pursuant to the Subsidiary Guaranty. 













        This
Note is subject to optional prepayment, in whole or from time to time in part, on the
terms specified in the Agreement. 



        This
Note is a registered Note and, as provided in the Agreement, upon surrender of this Note
for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for the then outstanding principal amount will be
issued to, and registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary. 



        In
case an Event of Default shall occur and be continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount), and with the effect provided in the Agreement. 



        This
Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles
of the law of such State (other than Section 5-1401 of the New York General Obligations
Law) that would require the application of the laws of a jurisdiction other than such
State. 



NU SKIN ENTERPRISES,
INC. 



By:         /s/  Ritch N. Wood

Name:    Ritch N. Wood

Title:      Chief Financial Officer 















NU SKIN ENTERPRISES, INC. 

SERIES B SENIOR NOTE 



No. B-1 


CURRENCY AND ORIGINAL PRINCIPAL AMOUNT:  U.S. $22,514,000

ORIGINAL ISSUE DATE:  October 31, 2003

INTEREST RATE:  4.45%

INTEREST PAYMENT DATES: April 30 and October 31

 FINAL MATURITY DATE: April 30, 2010

 PRINCIPAL PREPAYMENT DATES AND AMOUNTS: $4,502,800 on April 30 of 2006 through 2009, inclusive 



        FOR
VALUE RECEIVED, the undersigned, NU SKIN ENTERPRISES, INC. (herein called the
“Company”), a corporation organized and existing under the laws of
Delaware, hereby promises to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or
registered assigns, the principal sum of TWENTY-TWO MILLION FIVE HUNDRED FOURTEEN
THOUSAND U.S. DOLLARS, payable on the Principal Payment Dates and in the amounts
specified above, and on the Final Maturity Date as specified above in an amount equal to
the unpaid balance of the principal hereof, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest
Rate per annum specified above, payable on each Interest Payment Date specified above and
on the Final Maturity Date specified above, commencing with the Interest Payment Date next
succeeding the date hereof, until the principal hereof shall have become due and payable,
and (b) on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of any Make-Whole Amount and any overdue payment of interest, payable on
each Interest Payment Date as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the Default Rate. 



        Payments
of principal, Make-Whole Amount, if any, and interest are to be made at The Bank of New
York in New York City or at such other place as the holder hereof shall designate to the
Company in writing, in lawful money of the United States of America. 



        This
Note is one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to a Private Shelf Agreement, dated as of August 26, 2003 (as from time to
time amended, herein called the “Agreement”), between Nu Skin
Enterprises, Inc. (the “Company”) and each Issuer Subsidiary which becomes party
thereto, on the one hand, and Prudential Investment Management, Inc. and each Prudential
Affiliate which becomes party thereto, on the other hand, and is entitled to the benefits
thereof. Capitalized terms used and not otherwise defined herein shall have the meanings
provided in the Agreement. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of
the Agreement, and (ii) to have made the representations set forth in Section 6 of the
Agreement. This Note is secured by the Collateral Documents and is guaranteed by the
Subsidiary Guarantors pursuant to the Subsidiary Guaranty. 









        This
Note is subject to optional prepayment, in whole or from time to time in part, on the
terms specified in the Agreement. 



        This
Note is a registered Note and, as provided in the Agreement, upon surrender of this Note
for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for the then outstanding principal amount will be
issued to, and registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary. 



        In
case an Event of Default shall occur and be continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount), and with the effect provided in the Agreement. 



        This
Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles
of the law of such State (other than Section 5-1401 of the New York General Obligations
Law) that would require the application of the laws of a jurisdiction other than such
State. 



NU SKIN ENTERPRISES,
INC. 



By:         /s/  Ritch N. Wood

Name:    Ritch N. Wood

Title:      Chief Financial Officer 














NU SKIN ENTERPRISES, INC. 

SERIES B SENIOR NOTE 



No. B-2 


CURRENCY AND ORIGINAL PRINCIPAL AMOUNT:  U.S. $11,111,111

ORIGINAL ISSUE DATE:  October 31, 2003

INTEREST RATE:  4.45%

INTEREST PAYMENT DATES: April 30 and October 31

 FINAL MATURITY DATE: April 30, 2010

 PRINCIPAL PREPAYMENT DATES
AND AMOUNTS: $2,222,222.20 on April 30 of 2006 through 2009, inclusive 



        FOR
VALUE RECEIVED, the undersigned, NU SKIN ENTERPRISES, INC. (herein called the
“Company”), a corporation organized and existing under the laws of
Delaware, hereby promises to pay to THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, or
registered assigns, the principal sum of ELEVEN MILLION ONE HUNDRED ELEVEN THOUSAND ONE
HUNDRED ELEVEN U.S. DOLLARS, payable on the Principal Payment Dates and in the amounts
specified above, and on the Final Maturity Date as specified above in an amount equal to
the unpaid balance of the principal hereof, with interest (computed on the basis of a
360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the Interest
Rate per annum specified above, payable on each Interest Payment Date specified above and
on the Final Maturity Date specified above, commencing with the Interest Payment Date next
succeeding the date hereof, until the principal hereof shall have become due and payable,
and (b) on any overdue payment (including any overdue prepayment) of principal, any
overdue payment of any Make-Whole Amount and any overdue payment of interest, payable on
each Interest Payment Date as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the Default Rate. 



        Payments
of principal, Make-Whole Amount, if any, and interest are to be made at The Bank of New
York in New York City or at such other place as the holder hereof shall designate to the
Company in writing, in lawful money of the United States of America. 



        This
Note is one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to a Private Shelf Agreement, dated as of August 26, 2003 (as from time to
time amended, herein called the “Agreement”), between Nu Skin
Enterprises, Inc. (the “Company”) and each Issuer Subsidiary which becomes party
thereto, on the one hand, and Prudential Investment Management, Inc. and each Prudential
Affiliate which becomes party thereto, on the other hand, and is entitled to the benefits
thereof. Capitalized terms used and not otherwise defined herein shall have the meanings
provided in the Agreement. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of
the Agreement, and (ii) to have made the representations set forth in Section 6 of the
Agreement. This Note is secured by the Collateral Documents and is guaranteed by the
Subsidiary Guarantors pursuant to the Subsidiary Guaranty. 












        This
Note is subject to optional prepayment, in whole or from time to time in part, on the
terms specified in the Agreement. 



        This
Note is a registered Note and, as provided in the Agreement, upon surrender of this Note
for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for the then outstanding principal amount will be
issued to, and registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary. 



        In
case an Event of Default shall occur and be continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount), and with the effect provided in the Agreement. 



        This
Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles
of the law of such State (other than Section 5-1401 of the New York General Obligations
Law) that would require the application of the laws of a jurisdiction other than such
State. 



NU SKIN ENTERPRISES,
INC. 



By:         /s/  Ritch N. Wood

Name:    Ritch N. Wood

Title:      Chief Financial Officer 













NU SKIN ENTERPRISES, INC. 

SERIES B SENIOR NOTE 



No. B-3 


CURRENCY AND ORIGINAL PRINCIPAL AMOUNT:  U.S. $2,486,000

ORIGINAL ISSUE DATE:  October 31, 2003

INTEREST RATE:  4.45%

INTEREST PAYMENT DATES: April
30 and October 31 

FINAL MATURITY DATE: April 30, 2010 

PRINCIPAL PREPAYMENT DATES
AND AMOUNTS: $497,200 on April 30 of 2006 through 2009, inclusive 



        FOR
VALUE RECEIVED, the undersigned, NU SKIN ENTERPRISES, INC. (herein called the
“Company”), a corporation organized and existing under the laws of
Delaware, hereby promises to pay to PRUCO LIFE INSURANCE COMPANY, or registered
assigns, the principal sum of TWO MILLION FOUR HUNDRED EIGHTY-SIX THOUSAND U.S.
DOLLARS, payable on the Principal Payment Dates and in the amounts specified above,
and on the Final Maturity Date as specified above in an amount equal to the unpaid balance
of the principal hereof, with interest (computed on the basis of a 360-day year of twelve
30-day months) (a) on the unpaid balance thereof at the Interest Rate per annum specified
above, payable on each Interest Payment Date specified above and on the Final Maturity
Date specified above, commencing with the Interest Payment Date next succeeding the date
hereof, until the principal hereof shall have become due and payable, and (b) on any
overdue payment (including any overdue prepayment) of principal, any overdue payment of
any Make-Whole Amount and any overdue payment of interest, payable on each Interest
Payment Date as aforesaid (or, at the option of the registered holder hereof, on demand),
at a rate per annum from time to time equal to the Default Rate. 



        Payments
of principal, Make-Whole Amount, if any, and interest are to be made at The Bank of New
York in New York City or at such other place as the holder hereof shall designate to the
Company in writing, in lawful money of the United States of America. 



        This
Note is one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to a Private Shelf Agreement, dated as of August 26, 2003 (as from time to
time amended, herein called the “Agreement”), between Nu Skin
Enterprises, Inc. (the “Company”) and each Issuer Subsidiary which becomes party
thereto, on the one hand, and Prudential Investment Management, Inc. and each Prudential
Affiliate which becomes party thereto, on the other hand, and is entitled to the benefits
thereof. Capitalized terms used and not otherwise defined herein shall have the meanings
provided in the Agreement. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of
the Agreement, and (ii) to have made the representations set forth in Section 6 of the
Agreement. This Note is secured by the Collateral Documents and is guaranteed by the
Subsidiary Guarantors pursuant to the Subsidiary Guaranty. 












        This
Note is subject to optional prepayment, in whole or from time to time in part, on the
terms specified in the Agreement. 



        This
Note is a registered Note and, as provided in the Agreement, upon surrender of this Note
for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for the then outstanding principal amount will be
issued to, and registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary. 



        In
case an Event of Default shall occur and be continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount), and with the effect provided in the Agreement. 



        This
Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles
of the law of such State (other than Section 5-1401 of the New York General Obligations
Law) that would require the application of the laws of a jurisdiction other than such
State. 



NU SKIN ENTERPRISES,
INC. 



By:         /s/  Ritch N. Wood

Name:    Ritch N. Wood

Title:      Chief Financial Officer 










NU SKIN ENTERPRISES, INC. 

SERIES B SENIOR NOTE 



No. B-4 

CURRENCY AND ORIGINAL PRINCIPAL AMOUNT:  U.S. $8,333,334

ORIGINAL ISSUE DATE: 
 October 31, 2003

INTEREST RATE:  4.45%

INTEREST PAYMENT DATES: April
30 and October 31 

FINAL MATURITY DATE: April 30, 2010 PRINCIPAL PREPAYMENT DATES
AND AMOUNTS: $1,666,666.80 on April 30 of 2006 through 2009, inclusive 





        FOR
VALUE RECEIVED, the undersigned, NU SKIN ENTERPRISES, INC. (herein called the
“Company”), a corporation organized and existing under the laws of
Delaware, hereby promises to pay to BAYSTATE INVESTMENTS, LLC, or registered
assigns, the principal sum of EIGHT MILLION THREE HUNDRED THIRTY-THREE THOUSAND THREE
HUNDRED THIRTY-FOUR U.S. DOLLARS, payable on the Principal Payment Dates and in the
amounts specified above, and on the Final Maturity Date as specified above in an amount
equal to the unpaid balance of the principal hereof, with interest (computed on the basis
of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the
Interest Rate per annum specified above, payable on each Interest Payment Date specified
above and on the Final Maturity Date specified above, commencing with the Interest Payment
Date next succeeding the date hereof, until the principal hereof shall have become due and
payable, and (b) on any overdue payment (including any overdue prepayment) of principal,
any overdue payment of any Make-Whole Amount and any overdue payment of interest, payable
on each Interest Payment Date as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the Default Rate. 



        Payments
of principal, Make-Whole Amount, if any, and interest are to be made at The Bank of New
York in New York City or at such other place as the holder hereof shall designate to the
Company in writing, in lawful money of the United States of America. 



        This
Note is one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to a Private Shelf Agreement, dated as of August 26, 2003 (as from time to
time amended, herein called the “Agreement”), between Nu Skin
Enterprises, Inc. (the “Company”) and each Issuer Subsidiary which becomes party
thereto, on the one hand, and Prudential Investment Management, Inc. and each Prudential
Affiliate which becomes party thereto, on the other hand, and is entitled to the benefits
thereof. Capitalized terms used and not otherwise defined herein shall have the meanings
provided in the Agreement. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of
the Agreement, and (ii) to have made the representations set forth in Section 6 of the
Agreement. This Note is secured by the Collateral Documents and is guaranteed by the
Subsidiary Guarantors pursuant to the Subsidiary Guaranty. 











        This
Note is subject to optional prepayment, in whole or from time to time in part, on the
terms specified in the Agreement. 



        This
Note is a registered Note and, as provided in the Agreement, upon surrender of this Note
for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for the then outstanding principal amount will be
issued to, and registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary. 



        In
case an Event of Default shall occur and be continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount), and with the effect provided in the Agreement. 



        This
Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles
of the law of such State (other than Section 5-1401 of the New York General Obligations
Law) that would require the application of the laws of a jurisdiction other than such
State. 



NU SKIN ENTERPRISES,
INC. 



By:         /s/  Ritch N. Wood

Name:    Ritch N. Wood

Title:      Chief Financial Officer 














NU SKIN ENTERPRISES, INC. 

SERIES B SENIOR NOTE 



No. B-5 


CURRENCY AND ORIGINAL PRINCIPAL AMOUNT:  U.S. $5,555,555

ORIGINAL ISSUE DATE:  October 31, 2003

INTEREST RATE:  4.45%

INTEREST PAYMENT DATES: April
30 and October 31

 FINAL MATURITY DATE: April 30, 2010

 PRINCIPAL PREPAYMENT DATES
AND AMOUNTS: $1,111,111 on April 30 of 2006 through 2009, inclusive 



        FOR
VALUE RECEIVED, the undersigned, NU SKIN ENTERPRISES, INC. (herein called the
“Company”), a corporation organized and existing under the laws of
Delaware, hereby promises to pay to GOLDEN AMERICAN LIFE INSURANCE COMPANY, or
registered assigns, the principal sum of FIVE MILLION FIVE HUNDRED FIFTY-FIVE THOUSAND
FIVE HUNDRED FIFTY-FIVE U.S. DOLLARS, payable on the Principal Payment Dates and in
the amounts specified above, and on the Final Maturity Date as specified above in an
amount equal to the unpaid balance of the principal hereof, with interest (computed on the
basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance thereof at the
Interest Rate per annum specified above, payable on each Interest Payment Date specified
above and on the Final Maturity Date specified above, commencing with the Interest Payment
Date next succeeding the date hereof, until the principal hereof shall have become due and
payable, and (b) on any overdue payment (including any overdue prepayment) of principal,
any overdue payment of any Make-Whole Amount and any overdue payment of interest, payable
on each Interest Payment Date as aforesaid (or, at the option of the registered holder
hereof, on demand), at a rate per annum from time to time equal to the Default Rate. 



        Payments
of principal, Make-Whole Amount, if any, and interest are to be made at The Bank of New
York in New York City or at such other place as the holder hereof shall designate to the
Company in writing, in lawful money of the United States of America. 



        This
Note is one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to a Private Shelf Agreement, dated as of August 26, 2003 (as from time to
time amended, herein called the “Agreement”), between Nu Skin
Enterprises, Inc. (the “Company”) and each Issuer Subsidiary which becomes party
thereto, on the one hand, and Prudential Investment Management, Inc. and each Prudential
Affiliate which becomes party thereto, on the other hand, and is entitled to the benefits
thereof. Capitalized terms used and not otherwise defined herein shall have the meanings
provided in the Agreement. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in Section 20 of
the Agreement, and (ii) to have made the representations set forth in Section 6 of the
Agreement. This Note is secured by the Collateral Documents and is guaranteed by the
Subsidiary Guarantors pursuant to the Subsidiary Guaranty. 


















        This
Note is subject to optional prepayment, in whole or from time to time in part, on the
terms specified in the Agreement. 



        This
Note is a registered Note and, as provided in the Agreement, upon surrender of this Note
for registration of transfer, duly endorsed, or accompanied by a written instrument of
transfer duly executed, by the registered holder hereof or such holder’s attorney
duly authorized in writing, a new Note for the then outstanding principal amount will be
issued to, and registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary. 



        In
case an Event of Default shall occur and be continuing, the principal of this Note may be
declared or otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount), and with the effect provided in the Agreement. 



        This
Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New York excluding choice-of-law principles
of the law of such State (other than Section 5-1401 of the New York General Obligations
Law) that would require the application of the laws of a jurisdiction other than such
State. 



NU SKIN ENTERPRISES,
INC. 



By:         /s/  Ritch N. Wood

Name:    Ritch N. Wood

Title:      Chief Financial Officer