Lori Bush - Promissory Note




PROMISSORY
NOTE


	$815,000	October 25, 2001



        FOR
VALUE RECEIVED, the undersigned, LORI H. BUSH, agrees to pay to the order of NU
SKIN ENTERPRISES, INC., a Delaware corporation, at 75 West Center Street, Provo,
Utah 84601, or at such other place as the holder (the “Holder”)
of this Note may from time to time designate in writing, without setoff, in
lawful money of the United States of America, the principal sum of EIGHT HUNDRED
FIFTEEN THOUSAND DOLLARS ($815,000) together with interest on such principal sum
and any other amounts due under this Note. 


        1. 
       
Interest.  Commencing on the date of this Note and continuing until
all principal and interest due under this Note are paid in full, the outstanding
principal balance of this Note shall bear interest at the rate of 4.5% percent
per annum. Interest shall accrue daily and be calculated on the basis of a three
hundred sixty (360) day year and the actual number of days elapsed in any
partial calendar month. 


        2. 
       
Payment. Accrued interest shall be due and payable in quarterly
installments due on the 1st day of December, March, June and September each
year, commencing on December 1, 2001. Except as otherwise provided in this Note
or the Deed of Trust (as defined in paragraph 5) in the case of a default in
payment or other breach, the entire principal balance of this Note, together
with any accrued and unpaid interest thereon and any other fees, costs or
expenses payable hereunder, shall be due and payable on the earlier to occur of
the following: (i) May 1, 2002, (ii) the 90th day following the closing of the
sale of the undersigned’s residence located in Golden, Colorado, (iii) the
180th day following the date of the undersigned’s termination of employment
with the Holder or any affiliate thereof, unless the Holder’s employment is
terminated for “Cause,” in which event the entire principal balance
will be due and payable 30 days following the date of termination of employment.
For purposes of this Note, “Cause” shall mean the following: (a)
conduct related to the undersigned’s employment for which either criminal
or civil penalties may be sought, (b) the commission of an act of fraud or
intentional misrepresentation, (c) embezzlement or misappropriation or
conversion of assets or business opportunities, (d) any breach of the
non-competition or non-solicitation provisions or any other policy of the Payee
applicable to the undersigned, (e) disclosing or misusing any confidential or
proprietary information. Unless the Holder shall otherwise elect, each payment
made under this Note shall be applied first to costs and expenses incurred in
connection with the enforcement of this Note and interest due under this Note,
and any balance shall be applied to reduce the principal balance of this Note. 


        3. 
       
Late or Partial Payments.  Any payment required under this Note or
under any other agreement entered into in connection with this Note that is not
made when due, shall bear interest payable on demand, both before and after
judgment, at the rate of fifteen percent (15.0%) per annum (the “Default
Rate”). The acceptance by the Holder of any payment that is less than
the entire amount then due under this Note shall be on account only and shall
not constitute a waiver of the obligation of the undersigned to pay such entire
amount.  The failure of the undersigned to pay the entire amount then due
under this Note shall be and continue to be an event of default under this Note,
notwithstanding the acceptance by the Holder of less than such entire amount on
account, and the Holder shall thereafter, until such entire amount is paid (and
notwithstanding acceptance by the Holder thereafter of further sums on account
or otherwise), be entitled to exercise all rights and remedies provided for in
this Note and under any other agreement entered into in connection with this
Note. The acceptance by the Holder of any amount due under this Note after










the
same is due shall not constitute a waiver of the right to require prompt
payment, when due, of all other amounts due under this Note or to declare that
an event of default has occurred under this Note with respect to any other
amount not paid when due.  


        4. 
       
Default.  If any payment required under this Note is not made when
due or if a material breach under any the Deed of Trust or any other agreement
entered into in connection with this Note occurs, the entire unpaid principal
balance of this Note, together with all accrued but unpaid interest and any late
charges due under this Note, shall, at the option of the Holder, become due and
payable without presentment, demand, protest or notice of any kind, all of which
are expressly waived by the undersigned and all endorsers, guarantors, sureties,
accommodation parties and other persons at any time liable for all or any
portion of the indebtedness evidenced by this Note, and shall thereafter earn
interest, both before and after judgment, at the Default Rate. Any forbearance,
failure or delay by the Holder in exercising any right or remedy under this Note
or otherwise available to the Holder shall not be deemed to be a waiver of such
right or remedy, nor shall any single or partial exercise of any right or remedy
preclude the further exercise of such right or remedy.  The undersigned
shall pay all reasonable costs and expenses incurred by the Holder in connection
with the enforcement of this Note (regardless of the particular nature of such
costs and expenses and whether incurred before or after the initiation of suit
or before or after judgment), including, without limitation, court costs and
attorneys’ fees and costs.  


        5. 
      Security.  This Note shall be secured
by a Utah Deed of Trust (the "Deed of Trust") on the  undersigned's  residential
property  owned  by the  undersigned  and  located  in the  State  of Utah and a
mortgage or deed of trust on the undersigned's  residential  property located in
the State of Colorado.


        6. 
      
Miscellaneous.  The undersigned and all endorsers, guarantors,
sureties, accommodation parties and other persons at any time liable for all or
any portion of the indebtedness evidenced by this Note consent to all extensions
of time, renewals, waivers or modifications that may be granted by the Holder
with respect to the payment or other provisions of this Note, the release of all
or any portion of any security given in connection with this Note, with or
without substitution, and the release of any party liable under this Note. If
this Note is executed by more than one person, each of such persons shall be
jointly and severally liable for all of the obligations evidenced by this
Note.  Time is of the essence with respect to all obligations of the
undersigned under this Note.  The unenforceability or invalidity of any
provision of this Note shall not affect the enforceability or validity of any
other provision of this Note.  The terms of this Note shall bind the
undersigned and inure to the benefit of the Holder and its respective heirs,
successors, assigns and legal representatives.  The Holder may, in its sole
discretion, assign part or all of its interest under this Note at any time or
from time to time.  This Note shall be governed by Utah law. This Note, the
Deed of Trust and any other written agreement entered into in connection with
this Note are a final expression of the agreement between the Holder and the
undersigned and may not be contradicted by evidence of any alleged oral
agreement. 


[Intentionally Left Blank]



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THE UNDERSIGNED has executed and delivered this Note on the date set forth below.




	Date: October 25, 2001	/s/ Lori H. Bush      
               
               
               
       

LORI H. BUSH


















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