AMENDMENT NO. 4 TO CREDIT AGREEMENT

         THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this  "Amendment"),  dated as
of April 1, 2000, is entered into by and among:

     (1)       NU SKIN ENTERPRISES, INC., a Delaware corporation ("NSE");

     (2)       NU SKIN JAPAN CO., LTD.. a Japanese corporation ("NSJ");

     (3)       The  financial  institutions  listed  in Schedule I to the Credit
               Agreement described  below (such  financial institutions referred
               to herein collectively as "Lenders"); and

     (4)       ABN  AMRO  BANK  N.V., as  agent  for  Lenders (in such capacity,
               "Agent").

                                    RECITALS

         A. NSE and NSJ  (collectively,  "Borrowers"),  Lenders  and  Agent  are
parties to a Credit  Agreement  dated as of May 8, 1998, as amended by Amendment
No. 1 to Credit  Agreement  effective  as of June 30, 1998,  Amendment  No. 2 to
Credit  Agreement  effective  as of February 22, 1999,  and  Amendment  No. 3 to
Credit Agreement dated as of May 10, 1999 (such Credit Agreement, as so amended,
the "Credit Agreement").

         B. NSE has requested Lenders and Agent to amend the Credit Agreement to
permit NSE to (i)  clarify the amount due on the  Maturity  Date and (ii) change
the Fixed Charge Coverage Ratio applicable to NSJ.

         C. Lenders and Agent are willing so to amend the Credit  Agreement upon
the terms and subject to the conditions set forth below.

         NOW,  THEREFORE,  in  consideration of the above recitals and for other
good and  valuable  consideration,  the receipt and adequacy of which are hereby
acknowledged, Borrowers, Lenders and Agent hereby agree as follows:

         1. Definitions; Interpretation. All capitalized terms defined above and
elsewhere in this Amendment shall be used herein as so defined. Unless otherwise
defined  herein,  all  other  capitalized  terms  used  herein  shall  have  the
respective meanings given to those terms in the Credit Agreement,  as amended by
this Amendment.  The rules of construction  set forth in Section I of the Credit
Agreement  shall,  to the  extent  not  inconsistent  with  the  terms  of  this
Amendment, apply to this Amendment and are hereby incorporated by reference.


<PAGE>



         2. Amendments to Credit  Agreement.  Subject to the satisfaction of the
conditions  set forth in  Paragraph  4 below,  the  Credit  Agreement  is hereby
amended as follows:

                  (a)  Subparagraph  2.01(f) is amended by deleting the language
         opposite the reference to "Maturity  Date" and the proviso  immediately
         following and substituting the following:

          Maturity  Date      All  remaining  unpaid  principal  on the U.S.
                              Borrowing.

                  (b)  Subparagraph  2.02(e) is amended by deleting the language
         opposite the reference to "Maturity  Date" and the proviso  immediately
         following and substituting the following:

          Maturity Date       All remaining  unpaid  principal on the Japanese
                              Borrowing.

                  (c)  Subparagraph  2.03(d)(iv)(B)  is amended by deleting  the
         language  opposite the  reference  to  "Maturity  Date" and the proviso
         immediately following and substituting the following:

          Maturity  Date      All  remaining  unpaid  principal  on the U.S.
                              Borrowing.

                  (d)  Subparagraph  2.03(d)(iv)(C)  is amended by deleting  the
         language  opposite the  reference  to  "Maturity  Date" and the proviso
         immediately following and substituting the following:

          Maturity Date       All remaining  unpaid  principal on the Japanese
                              Borrowing.

                  (e)  Subparagraph  5.03(b)  is amended  in its  entirety  as
         follows:

                           (b)      Fixed Charge Coverage Ratio:

                                    (i) NSE shall not  permit  its Fixed  Charge
                           Coverage   Ratio  to  be  less   than  2.25  for  any
                           consecutive  four-quarter  period  ending on the last
                           day of any fiscal quarter.

                                    (ii) NSJ shall not permit  its Fixed  Charge
                           Coverage  Ratio to be less  than (w) 2.25 to 1.00 for
                           the consecutive  four-quarter  period ending on March
                           31,  2000,  (x)  2.00  to 1.00  for  the  consecutive
                           four-quarter period ending on June 30, 2000, (y) 1.75
                           to  1.00  for  the  consecutive  four-quarter  period
                           ending on September 30, 2000, or (z) 1.50 to 1.00 for
                           any  consecutive  four-quarter  period  ending on the
                           last day of any fiscal quarter thereafter.


                                       2


<PAGE>


                  (f)    Schedule 4.01(g) is amended in its entirety in the form
                         attached to this Amendment.

         3. Representations and Warranties.  Each Borrower hereby represents and
warrants to Agent and  Lenders  that the  following  are true and correct on the
date of this  Amendment  and, after giving effect to the amendments set forth in
Paragraph 2 above,  the following will be true and correct on the Effective Date
(as defined below):

                  (a) The  representations  and  warranties of each Borrower and
         its  Subsidiaries  set forth in Paragraph 4.01 of the Credit  Agreement
         and in the other Credit  Documents are true and correct in all material
         respects  as if made on  such  date  (except  for  representations  and
         warranties  expressly made as of a specified  date,  which are true and
         correct as of such date);

                    (b)  No  Default  or Event of Default  has  occurred  and is
                         continuing; and

                    (c)  Each  of the  Credit  Documents  is in full  force  and
                         effect.

(Without  limiting  the  scope of the term  "Credit  Documents,"  each  Borrower
expressly acknowledges in making the representations and warranties set forth in
this  Paragraph  3 that,  on and  after the  Effective  Date  hereof,  such term
includes this Amendment.)

         4. Effective  Date. The amendments  effected by Paragraph 2 above shall
become effective on April 1, 2000 (the "Effective Date"),  subject to receipt by
Agent and Lenders on or prior to the Effective  Date of the  following,  each in
form and substance  satisfactory to Agent, Required Lenders and their respective
counsel:

                    (a)  This  Amendment  duly executed by  Borrowers,  Required
                         Lenders and Agent;

                    (b)  A letter in the form of  Exhibit  A  hereto,  dated the
                         Effective  Date  and  duly  executed  by  all  Material
                         Domestic  Subsidiaries  of NSE and,  in the case of any
                         such  Subsidiaries that are organized under the laws of
                         jurisdictions    outside   the   United    States   and
                         domesticated  under the laws of Delaware  (or any other
                         state of the United States),  by the Delaware (or other
                         state) counterparts of such Subsidiaries; and

                    (c)  Such  other   evidence  as  Agent  or  any  Lender  may
                         reasonably   request  to  establish  the  accuracy  and
                         completeness of the  representations and warranties and
                         compliance  with the terms and conditions  contained in
                         this Amendment and the other Credit Documents.

         5. Effect of this  Amendment.  On and after the  Effective  Date,  each
reference in the Credit  Agreement and the other Credit  Documents to the Credit
Agreement  shall  mean  the  Credit  Agreement  as  amended  hereby.  Except  as
specifically  amended  above,  (a) the  Credit  Agreement  and the other  Credit
Documents  shall  remain in full force and effect  and are hereby


                                       3


<PAGE>



ratified and affirmed and (b) the execution,  delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right,  power, or remedy of Lenders or Agent, nor constitute a waiver of any
provision of the Credit Agreement or any other Credit Document.

         6.       Miscellaneous.

                    (a)  Counterparts.  This  Amendment  may be  executed in any
                         number  of  identical  counterparts,  any set of  which
                         signed  by all the  parties  hereto  shall be deemed to
                         constitute  a  complete,   executed  original  for  all
                         purposes.

                    (b)  Headings.   Headings   in   this   Amendment   are  for
                         convenience  of reference  only and are not part of the
                         substance hereof.

                    (c)  Governing Law. This Amendment  shall be governed by and
                         construed in  accordance  with the laws of the State of
                         California without reference to conflicts of law rules.

                    (d)  NSE Guaranty.  In its capacity as the  guarantor  under
                         the NSE  Guaranty,  NSE  hereby  (i)  consents  to this
                         Amendment,  (ii) agrees that this  Amendment  in no way
                         affects or alters the rights, duties, or obligations of
                         NSE,  Agent or Lenders  under the NSE  Guaranty,  (iii)
                         agrees  its  consent  to this  Amendment  shall  not be
                         construed (A) to have been required by the terms of the
                         NSE  Guaranty  or any  other  document,  instrument  or
                         agreement  relating  thereto  or  (B)  to  require  the
                         consent  of  NSE  in  its   capacity  as  guarantor  in
                         connection  with any  future  amendment  of the  Credit
                         Agreement or any other Credit Document.

                       [The first signature page follows.]


                                       4



<PAGE>


         IN WITNESS WHEREOF,  Borrowers,  Agent and Required Lenders have caused
this Amendment to be executed as of the day and year first above written.


BORROWERS:               NU SKIN ENTERPRISES, INC.


                         By:       /s/Brian R. Lords
                         Name:     Brian R. Lords
                         Title:    Treasurer


                         NU SKIN JAPAN CO., LTD.


                         By:       /s/ Corey B. Lindley
                         Name:     Corey B. Lindley
                         Title:    Auditor


AGENT:                   ABN AMRO BANK N.V.


                         By:       /s/Tamira Trefflers-Herrera
                         Name:     Tamira Trefflers-Herrera
                         Title:    Group Vice President


                         By:       /s/Maria Vickroy-Peralta
                         Name:     Maria Vickroy-Peralta
                         Title:    Vice President


                                       5


<PAGE>



LENDERS:                 ABN AMRO BANK N.V.


                         By:       /s/Tamira Trefflers-Herrera
                         Name:     Tamira Trefflers-Herrera
                         Title:    Group Vice President


                         By:       /s/Maria Vickroy-Peralta
                         Name:     Maria Vickroy-Peralta
                         Title:    Vice President


                         BANK OF AMERICA, N.A.


                         By:       /s/Therese Fontaine
                         Name:     Theres Fontaine
                         Title:    Managing Director


                         BANK ONE, UTAH, NATIONAL ASSOCIATION


                         By:       /s/Stephen A. Cazier
                         Name:     Stephen A. Cazier
                         Title:    Vice President


                         BANQUE NATIONALE DE PARIS


                         By:       /s/Debra Wright
                         Name:     Debra Wright
                         Title:    Vice President


                         By:       /s/Sandra Bertram
                         Name:     Sandra Bertram
                         Title:    Assistant Vice President


                         KEYBANK NATIONAL ASSOCIATION


                         By:       /s/Thomas A. Crandell
                         Name:     Thomas A. Crandell
                         Title:    Vice President


                                       6


<PAGE>



                         UNION BANK OF CALIFORNIA, N.A.


                         By:
                         Name:
                         Title:


                         U.S. BANK, NATIONAL ASSOCIATION


                         By:       /s/Thomas A. Eshom
                         Name:     Thomas A. Eshom
                         Title:    Vice President


                         ZIONS FIRST NATIONAL BANK


                         By:       /s/Richard W. Thomsen
                         Name:     Richard W. Thomsen
                         Title:    Vice President








                                       7


<PAGE>



                                    EXHIBIT A

                            GUARANTOR CONSENT LETTER

                                  April 1, 2000



TO:      ABN AMRO Bank N.V.,
         As Agent for the Lenders under the Credit Agreement referred to below

         1.       Reference is made to the following:

                  (a) The Credit  Agreement  dated as of May 8, 1998, as amended
         by Amendment No. 1 to Credit  Agreement  effective as of June 30, 1998,
         Amendment No. 2 to Credit Agreement  effective as of February 22, 1999,
         and Amendment No. 3 to Credit  Agreement dated as of May 10, 1999 (such
         Credit Agreement,  as so amended, the "Credit Agreement") among Nu Skin
         Enterprises,  Inc.,  ("NSE"),  Nu Skin Japan  Co.,  Ltd.  ("NSJ"),  the
         financial institutions listed in Schedule I thereto ("Lenders") and ABN
         AMRO Bank N.V., as agent for Lenders (in such capacity, "Agent");

                  (b) The  Guaranty  dated as of May 8,  1998  (the  "Subsidiary
         Guaranty") executed by the undersigned ("Guarantors") in favor of Agent
         for the benefit of Lenders; and

                  (c) Amendment No. 4 to Credit  Agreement  dated as of April 1,
         2000 (the "Amendment") among NSE, NSJ, Required Lenders and Agent.

Unless otherwise  defined herein,  all capitalized  terms used herein shall have
the respective meanings given to those terms in the Credit Agreement.

         2. Each  Guarantor  hereby  consents to the  Amendment.  Each Guarantor
expressly  agrees that the Amendment shall in no way affect or alter the rights,
duties or obligations of such  Guarantor,  Lenders or Agent under the Subsidiary
Guaranty.

         3. From and after the date hereof,  the term "Credit Agreement" as used
in the Subsidiary  Guaranty shall mean the Credit  Agreement,  as amended by the
Amendment.

         4. No  Guarantor's  consent to the Amendment  shall be construed (i) to
have  been  required  by the  terms  of the  Subsidiary  Guaranty  or any  other
document,  instrument  or  agreement  relating  thereto or (ii) to  require  the
consent of such Guarantor in connection with any future  amendment of the Credit
Agreement or any other Credit Document.



                                      A-1



<PAGE>



         IN WITNESS WHEREOF,  each Guarantor has executed this Guarantor Consent
Letter as of the day and year first written above.


                                NU SKIN JAPAN CO., LTD.,
                                a Japanese Corporation

                                By:     _______________________
                                Name:   _______________________
                                Title:  _______________________


                                NU SKIN KOREA, INC.,
                                a Delaware Corporation

                                By:     _______________________
                                Name:   _______________________
                                Title:  _______________________


                                NU SKIN KOREA, LTD.,
                                a South Korean Corporation

                                By:     _______________________
                                Name:   _______________________
                                Title:  _______________________


                                NU SKIN INTERNATIONAL, INC.,
                                a Utah Corporation

                                By:     _______________________
                                Name:   _______________________
                                Title:  _______________________


                                NU SKIN TAIWAN, INC.,
                                a Utah Corporation

                                By:     _______________________
                                Name:   _______________________
                                Title:  _______________________



                                      A-2



<PAGE>



                                NU SKIN HONG KONG, INC.,
                                a Utah Corporation

                                By:     _______________________
                                Name:   _______________________
                                Title:  _______________________


                                NU SKIN UNITED STATES, INC.,
                                a Delaware Corporation

                                By:     _______________________
                                Name:   _______________________
                                Title:  _______________________









                                      A-3