Exhibit 10.1 of NSE 10-Q 2Q



THIRD AMENDMENT TO
PRIVATE SHELF AGREEMENT 



        THIS
THIRD AMENDMENT dated as of June 13, 2005 (this “Third Amendment”) to
the Multi-Currency Private Shelf Agreement dated as of August 26, 2003 (as amended to
date, the “Private Shelf Facility”) is between Nu Skin Enterprises, Inc.,
a Delaware corporation (the “Company”), on the one hand, and Prudential
Investment Management, Inc. and the holders of the Series A Senior Notes, Series B Senior
Notes and Series C Senior Notes issued under the Private Shelf Facility that are
signatories hereto (collectively, “Prudential”), on the other hand. 



RECITALS 



             A.       
          Pursuant to the request of the Company, the Company and Prudential now desire to
          amend the Private Shelf Facility in the respects, but only in the respects,
          hereinafter set forth. 



             B.       
          Capitalized terms used herein shall have the respective meanings ascribed
          thereto in the Private Shelf Facility unless herein defined or the context shall
          otherwise require. 



             C.       
          All requirements of law have been fully complied with and all other acts and
          things necessary to make this Third Amendment a valid, legal and binding
          instrument according to its terms for the purposes herein expressed have been
          done or performed. 



        NOW,
THEREFORE, upon the full and complete satisfaction of the conditions precedent to the
effectiveness of this Third Amendment set forth in Section 2 hereof, and in
consideration of good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the Company and Prudential do hereby agree as follows: 



Section 1.         Amendment to
Private Shelf Facility 



        1.1              Section 8.2(a) of the
Private Shelf Facility is hereby amended in its entirety to read as follows: 



        
                        "Prepayment Amount.  The Company (or the Issuer Subsidiary, if applicable) may, at its option, upon notice as provided below,
prepay on any Business Day all, or
from time to time any part of, the Notes of any Series in an amount not less than 5% of
the aggregate principal amount of the Notes of such Series then outstanding in the case of
a partial prepayment, at 100% of the principal amount so prepaid , plus accrued interest
thereon, plus the Make-Whole Amount determined for the prepayment date with respect to
such principal amount.” 



        1.2        
         Section 8.3 of the
Private Shelf Facility is amended in its entirety to read as follows: 






-1- 










        “8.3 Allocation of
Partial Payments. 



        In
the case of each partial prepayment of the Notes of a Series, the principal amount of the
Notes to be prepaid shall be allocated among all of the Notes of such Series at the time
outstanding in proportion, as nearly as practicable, to the respective unpaid principal
amounts thereof not theretofore called for prepayment.” 



Section 2.         Conditions to
Effectiveness of this Amendment. 



        This
Third Amendment shall become effective as of the date hereof upon the delivery to
Prudential of executed counterparts of this Third Amendment, duly executed by the Company,
the Subsidiary Guarantors named as signatories hereto and the Required Holders. 



Section 3.         Miscellaneous. 



        This
Third Amendment may be executed in any number of counterparts, each executed counterpart
constituting an original, but all together only one agreement. 



        IN
WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized as of the
date first written above. 








	 	  	PRUDENTIAL INVESTMENT

MANAGEMENT INC.




By:    /s/ Iris Krause

Its:    Vice President











	 	  	THE PRUDENTIAL
INSURANCE 
COMPANY OF AMERICA




By:    /s/ Iris Krause

Its:    Vice President










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	 	  	PRUCO LIFE INSURANCE
COMPANY




By:    /s/ Iris Krause

Its:    Vice President











	 	  	BAYSTATE INVESTMENTS,
LLC
Prudential Private Placement Investors,
      L.P., as Investment
Advisor
By:    Prudential Private Placement Investors,

               Inc. General Partner




By:    /s/ Iris Krause

Its:    Vice President










	 	  	GOLDEN AMERICAN LIFE

INSURANCE COMPANY
Prudential Private Placement Investors, 
      L.P., as Investment
Advisor
By:    Prudential Private Placement Investors,

               Inc., General Partner




By:    /s/ Iris Krause

Its:    Vice President











	 	  	PRUDENTIAL RETIREMENT

INSURANCE AND ANNUITY
 COMPANY

By:    Prudential Investment Management,

                Inc., Investment Manger 




By:    /s/ Iris Krause

Its:    Vice President











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	 	  	NU SKIN ENTERPRISES, INC.




By:        /s/ Ritch Wood

Name:   Ritch Wood

Its:         Chief Financial Officer











The undersigned Subsidiary Guarantors

hereby consent and agree to the
 foregoing. 




NU SKIN ENTERPRISES HONG KONG, INC.,

a Delaware corporation

NU SKIN INTERNATIONAL, INC.,

a Utah corporation

NU SKIN TAIWAN, INC.,

a Utah corproation

NU SKIN UNITED STATES, INC.,

a Delaware corporation

BIG PLANET, INC.,

a Delaware corporation

NSE KOREA LTD.,

a Delaware corporation





By:        /s/ D. Matthew Dorny

 Name:   D Matthew Dorny

Title:     Vice President






NSE KOREA LTD., 

a Korean corporation 



By:         /s/ Sung Tae Han

 Name:   Sung Tae Han

Title:     President, Representative Director

                   and General Manager