Maple Hills Promissory Note




PROMISSORY
NOTE



	$14,581,621.50	July 13, 1999






        FOR
VALUE RECEIVED, Nu Skin Enterprises, Inc., a Delaware corporation (the
“Maker”), promises to pay to Maple Hills Investment, Inc., a
Delaware corporation formerly known as Nu Skin USA, Inc. (the
“Holder”), at One Nu Skin Plaza, 75 West Center Street, Provo,
Utah 84601, or such other place as designated in writing by the Holder, the
aggregate principal amount of Fourteen Million Five Hundred Eighty-One Thousand
Six Hundred Twenty-One Dollars and 50/100 ($14,581,621.50). All capitalized
terms used in this Promissory Note (the “Note”) but not
otherwise defined herein shall be deemed to have the meanings ascribed to them
in the Big Planet Merger Agreement (as that term is defined in paragraph 5
below). 


1.    
    
Term. This Note shall be payable over three (3) years from
the date hereof in equal quarterly installments of principal and interest of One
Million Three Hundred Forty-Seven Thousand Two Hundred Seventy-Four Dollars and
38/100 ($1,347,274.38), subject to the right of the Maker to offset payments
hereunder as set forth in paragraph 6 below. The first quarterly installment of
principal and interest hereunder shall be due and payable on October 13, 1999,
and subsequent payments will be due and payable on the thirteenth day of each
three (3) month period thereafter until all principal and accrued interest
evidenced by this Note has been paid in full. 


2.    
    
Interest. The outstanding principal balance of this Note
shall accrue interest at six and one-half percent (6.50%) per annum, computed on
the basis of a year of 365 days for the actual number of days elapsed.
Notwithstanding any provision hereof, the total liability for payments in the
nature of interest shall not exceed the limits imposed by applicable law. 


3.    
    
Prepayment. The Maker may prepay all or any portion of the
outstanding principal balance of this Note, together with the full amount of any
accrued interest thereon through the date of prepayment, at any time without
premium or penalty and without prior notice to the Holder. No prepayment shall
relieve the Maker of its obligation to repay in full the outstanding aggregate
principal balance of this Note, together with all accrued interest hereon, on
the maturity date hereof as set forth in paragraph 1 above. Time is of the
essence of payment. 


4.    
     Application of Payments. All payments and
prepayments  made  hereunder  shall be  applied  first  toward the  payment  and
satisfaction of accrued but unpaid interest, if any, and second toward reduction
of the outstanding principal balance hereof.


5.    
        Issued   Pursuant   to   Big   Planet   Merger
Agreement.  This Note is non-negotiable and is being issued by the Maker
pursuant to the  Agreement  and Plan of Merger and  Reorganization  dated May 3,
1999,  entered into between and among the Maker,  Big Planet  Holdings,  Inc., a
Delaware corporation ("BP Holdings"),  Big Planet, Inc., a Utah corporation,  Nu
Skin USA, Inc., a Delaware corporation now known as Maple Hills Investment, Inc.
("Nu Skin USA"),  Richard W. King, an individual  ("King"),  Kevin V. Doman,  an
individual ("Doman"),  and Nathan W. Ricks, an individual ("Ricks"), as the same
has been  amended  by a First  Amendment  to  Agreement  and Plan of Merger  and
Reorganization   dated  July  9,  1999  (as  amended,  the  "Big  Planet  Merger
Agreement").  In lieu of  depositing  into  escrow  cash  proceeds to secure the
indemnification  and other obligations arising from, related to, or contemplated
by the Big Planet Merger Agreement or the Agreement and Plan of Merger dated May
3, 1999,  entered  into between and among the Maker,  NSC Sub,  Inc., a Delaware
corporation,  NSG Sub, Inc., a Delaware  corporation,  NSM Sub, Inc., a Delaware
corporation, NFB Sub, Inc., a Delaware corporation, Nu Skin Canada, Inc., a Utah
corporation, Nu Skin Guatemala, Inc., a Delaware corporation, Nu Skin Guatemala,
S.A., a Guatemalan corporation, Nu Skin Mexico, Inc., a Delaware corporation, Nu
Skin  Mexico,  S.A.  de  C.V.,  a  Mexican   corporation,   and  the  individual
stockholders   who  executed  the   signature   page  thereto  (the   "Affiliate
Merger








 Agreement"), or depositing
into the Escrow  created by the Escrow  Agreement (as those terms are defined in
the Asset Purchase  Agreement,  as that term is defined below)  additional  cash
proceeds from the transactions  arising from, related to, or contemplated by the
Asset  Purchase  Agreement  dated March 8, 1999 by and among the Maker,  Nu Skin
United States,  Inc., a Delaware  corporation ("Nu Skin United States"),  and Nu
Skin USA (the "Asset Purchase Agreement"),  the Holder agrees that the Maker may
offset against amounts due and owing under this Note as set forth in paragraph 6
below.


6.    
    
Offset. The Holder agrees that this Note and any payment
due hereunder may be offset by any amounts due and owing to the Maker or BP
Holdings or their respective Affiliates under the Big Planet Merger Agreement,
the Affiliate Merger Agreement, or the Asset Purchase Agreement, subject in all
respects, however, to (a) the Indemnification Limitation Agreement dated March
8, 1999, entered into by and among the Maker, Nu Skin United States, Nu Skin
International, Inc., a Utah corporation (“Nu Skin
International”), BP Holdings, Nu Skin USA, King, Doman, Ricks, and the
stockholders who executed the signature page thereto, and (b) the First
Amendment to Indemnification Limitation Agreement dated May 3, 1999, entered
into by and among the Maker, Nu Skin United States, Nu Skin International, BP
Holdings, Nu Skin USA, King, Doman, Ricks, and the stockholders who executed the
signature page thereto. In addition to offsetting amounts due and owing under
this Note for indemnification obligations, the Holder agrees that amounts due
and owing under this Note may be offset against for all adjustments to the
consideration under the Big Planet Merger Agreement, the Affiliate Merger
Agreement, and the Asset Purchase Agreement, and all other amounts from time to
time owing to the Maker or BP Holdings or any of their respective Affiliates
under the Big Planet Merger Agreement, the Affiliate Merger Agreement, or the
Asset Purchase Agreement. The Holder furthermore agrees that the Maker can, at
its election, offset against this Note any other amounts owed by the Holder to
Nu Skin International or any of its Affiliates. 


    
    6.1        
Offset Procedure. In the event the Maker desires to offset
any amount owed to it (or to BP Holdings or Nu Skin International or any of
their respective Affiliates), as provided by paragraph 6 above, the Maker shall
provide the Holder with a written notice of such offset (each, an
“Offset Notice”). Each Offset Notice shall be transmitted by
the Maker to the Holder either by personal delivery or first class registered or
certified mail, postage prepaid. Each Offset Notice shall set forth (a) the
dollar amount to be offset against this Note, (b) an indication of the agreement
or other obligation from which the offset arose and the relevant facts that
resulted in the Holder becoming obligated to the Maker and subject to an offset
against this Note under this paragraph 6, and (c) a place for the Holder to (i)
indicate its agreement or disagreement to the amount to be offset hereunder and
(ii) execute the same. 


    
        6.1.1    
    Agreement  on Offset Amount. If the Holder
is in agreement  with the amount to be offset against this Note, as set forth in
the Offset Notice, the Holder shall so indicate on and execute the Offset Notice
and return the  originally  executed  Offset Notice to the Maker within ten (10)
days after its receipt thereof. Upon the receipt by the Maker of such originally
executed Offset Notice  indicating the Holder's  agreement with the amount to be
offset against this Note,  the principal  amount of this Note shall be deemed to
be reduced by the amount set forth in the Offset Notice.



     
        6.1.2    
    No  Agreement  on  Offset  Amount.  If the
Holder is not in agreement  with the amount to be offset  against this Note,  as
set forth in the Offset  Notice,  the  Holder  shall so  indicate  on the Offset
Notice and return an unexecuted  copy thereof to the Maker with an indication of
all  relevant  facts  and  the  offset  amount  that  the  Holder   believes  is
appropriate,  if any.  The Maker and the  Holder  shall  then meet in good faith
during  the ten  (10) day  period  following  the  receipt  by the  Maker of the
Holder's  objection  and attempt to resolve  the  disagreement  and  determine a
mutually agreeable offset amount.  If, after  negotiation,  a mutually agreeable
offset  amount is agreed upon,  the  provisions  of paragraph  6.1.1 above shall
apply. If, however,  after such negotiation,  a mutually agreeable offset amount
cannot be mutually agreed upon between the Maker and the Holder, within ten (10)
days after the  conclusion of such


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negotiations  either the Maker or the Holder
may submit the matter to the American Arbitration  Association for resolution in
accordance  with  its  Commercial   Arbitration   Rules.  Any  such  arbitration
proceeding  shall be held in  Provo,  Utah  and be heard by a single  arbitrator
appointed  by the  American  Arbitration  Association,  which  hearing  shall be
commenced   within  fourteen  (14)  days  after  the  matter  is  submitted  for
arbitration and completed  within  forty-five  (45) days after the  commencement
thereof.  The decision of the American  Arbitration  Association shall be final,
binding, and non-appealable.  All costs and expenses of the American Arbitration
Association  and of such  proceeding  shall be divided equally between the Maker
and the Holder. Upon the rendering by the American Arbitration Association of it
determination  of the offset amount,  if any, the written  determination  of the
American  Arbitration  Association  shall be deemed to be the  agreement  by the
Holder of the  amount  to be offset  against  this  Note and the  provisions  of
paragraph 6.1.1 above shall otherwise apply.


7.    
    
Default. In the event of a failure by the Maker to pay when
due any installment of principal and/or interest due hereunder, as set forth in
paragraph 1 above, and the continuance of such failure to pay for a period of
thirty (30) days after receipt by the Maker of a written notice from the Holder
of such failure (which notice shall be transmitted either by personal delivery
or mailed by first class registered or certified mail, postage prepaid), this
Note shall be considered to be in default; provided, however, that a default
shall not be deemed to have occurred under this Note if the Maker does not pay
when due any installment of principal and/or interest due hereunder (or any
portion thereof) on account of an offset having been made under this Note
pursuant to paragraph 6 above. In the event of a default under this Note, the
Maker shall pay to the Holder, in addition to such amounts of principal and/or
interest then due, all costs of collection, including reasonable attorneys’
fees. 


 8.    
    8.Assignment.   This   Note   may  not  be
assigned,  negotiated,  or  transferred  by the Holder without the express prior
written consent of the Maker.


9.    
     Severability;
Headings. Should any provision of this Note be determined to be
illegal or unenforceable, such provision or provisions shall be modified to the
minimum extent necessary to make it or its application valid and enforceable,
and all other provisions hereof nevertheless shall be valid, enforceable, and
effective. All headings used in this Note are for convenience only and shall not
be used to construe or interpret this Note. Except as otherwise indicated, all
references herein to paragraphs refer to the paragraphs of this Note. 


10.     
    Interpretation;
Notices. The provisions of this Note shall be deemed to be
independent and severable. The invalidity or partial invalidity of any provision
or portion of this Note shall not affect the validity or enforceability of any
other provision or portion of this Note. All notices, requests, consents, or
other communications hereunder shall be in writing and shall be either delivered
personally or mailed by first class registered or certified mail, postage
prepaid. 


11.     
       Governing  Law.   This  Note  shall  be
governed by the internal  laws,  and not the laws of conflicts,  of the State of
Utah.



NU SKIN
ENTERPRISES, INC.,


                                                     a Delaware corporation





                                                     By:    /s/  Truman Hunt


                                                     Its:    Vice President



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