NU SKIN ENTERPRISES, INC.
              SECOND AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN
                       NONQUALIFIED STOCK OPTION AGREEMENT


         This  Nonqualified  Stock Option  Agreement (the  "Agreement")  is made
effective   as   of   September   ___,   1999   (the   "Effective   Date"),   to
__________________________  (the "Optionee") under the Nu Skin Enterprises, Inc.
Second  Amended and Restated 1996 Stock  Incentive  Plan (the "Plan") by Nu Skin
Enterprises,  Inc.,  a  Delaware  corporation  ("Nu  Skin  Enterprises"),  under
authority of the Plan Committee (the "Committee"). Capitalized terms used herein
without definition and defined in the Plan have the same meanings as provided in
the Plan.  For  purposes  of this  Agreement,  the term  "Company"  shall  refer
collectively to Nu Skin Enterprises and all of its  Subsidiaries.  The term "Key
Employee  Covenants"  shall  mean the Key  Employee  Covenants  executed  by the
Optionee as they may be amended or replaced from time to time.

     1. GRANT.  Pursuant to Section 7 of the Plan,  the Committee has granted to
Optionee  ___________  (_________)  options (the  "Options") as of the Effective
Date as an  incentive  to work to  increase  the  value of the  Company  for its
stockholders.  Each Option shall entitle the Optionee to purchase,  on the terms
and conditions of this Agreement and the Plan, one fully paid and non-assessable
share of Class A Common  Stock,  par value $ .001 per share (the "Class A Common
Stock"),  of Nu Skin  Enterprises  at the option price of $_____ per share.  The
Options  are  subject  to all the  terms  and  conditions  of the  Plan and this
Agreement.

     2.   NATURE OF OPTION. The Options are intended to constitute Non-qualified
Stock Options and the provisions of the Options shall be interpreted  consistent
therewith.

     3.   TERMS AND EXERCISE PERIOD.

          (a) Options  awarded under this  Agreement may not be exercised at any
time until such Options are vested as provided in Section 4 of this Agreement.

          (b) Except as  otherwise  provided  in Section 5 and Section 6 of this
Agreement,  the Options granted  hereunder shall terminate on the earlier of (i)
the  tenth  anniversary  of the date of this  Agreement,  or (ii) the date  such
Options are fully exercised.

     4. VESTING. Options granted hereunder shall vest according to the following
schedule:

             ANNUAL ANNIVERSARY
             OF EFFECTIVE DATE                    VESTED PERCENTAGE
             ------------------                   -----------------

                     1                                   25%
                     2                                   50%
                     3                                   75%
                     4                                  100%


     5.   TERMINATION OF SERVICE.

          (a) In the event the  employment of the Optionee is terminated for any
reason, all Options that are not vested at the time of termination of employment
shall be terminated and forfeited immediately upon termination of employment.


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          (b)  Subject to Section 6 below,  in the event the  employment  of the
Optionee is terminated  for any reason other than the death or disability of the
Optionee,  then any Options granted hereunder that are vested but unexercised at
the time of  termination  of employment  shall  terminate  immediately  upon the
earliest to occur of the following:  (i) the full exercise of the Options,  (ii)
the expiration of the Options by their terms, or (iii) ninety days following the
date of termination of such employment of the Optionee.

          (c)  Subject to Section 6 below,  in the event the of the  Optionee is
terminated as a result of death or disability  prior to the  termination  of the
Options,  then any Options granted  hereunder that are vested but unexercised at
the time of death or disability shall terminate immediately upon the earliest to
occur  of the  following:  (i)  the  full  exercise  of the  Options,  (ii)  the
expiration of the Options by their terms,  or (iii) one year  following the date
of death or disability of Optionee. The Options may be exercised,  to the extent
vested and  unexercised at the time of death or disability,  as the case may be,
by the Optionee,  the estate of the  Optionee,  or the person or persons to whom
the  Options  may have been  transferred  by will or by the laws of descent  and
distribution for the period set forth in this Section 5(c).

     6. FORFEITURE.  If at anytime during the term of these Options a Forfeiture
Event (as defined  below)  shall occur or be  discovered,  then all  outstanding
Options shall immediately terminate in full. If at anytime during the Optionee's
employment or at any time following  Optionee's  termination of employment until
the later of (i) the twelve-month  anniversary of the date Optionee's employment
is  terminated  for any reason,  or (ii) the six-month  anniversary  of the date
Optionee exercises Optionee's last remaining Options, a Forfeiture Event occurs,
then the Optionee  shall pay to the Company an amount equal to the "Option Gain"
on any Options  exercised  during the 12 month period  preceding such Forfeiture
Event and any Options  exercised  following such Forfeiture  Event. For purposes
hereof, "Option Gain" shall mean the Fair Market Value of a share of the Class A
Common Stock on the date of exercise  over the Option  Price,  multiplied by the
number of shares  purchased  upon  exercise of the Options.  "Forfeiture  Event"
means the following:  (i) conduct related to the Optionee's employment for which
either criminal or civil penalties may be sought,  (ii) the commission of an act
of   fraud   or   intentional    misrepresentation,    (iii)   embezzlement   or
misappropriation  or conversion of assets or opportunities of the Company,  (iv)
any breach of the  non-competition  or  non-solicitation  provisions  of the Key
Employee  Covenants,  (v) disclosing or misusing any confidential or proprietary
information  of the Company in violation of the Key Employee  Covenants,  or any
other non-disclosure agreement with the Company or other duty of confidentiality
or the Company's  insider trading policy,  (vi) any other material breach of the
Key  Employee  Covenants,  or (vii)  any  other  actions  of  Optionee  that the
Committee  determines in good faith are harmful to the interests of the Company.
The  Committee,  in its sole  discretion,  may waive at any time in writing this
forfeiture  provision  and release the Optionee  from  liability  hereunder.  In
addition,  the  Committee  may, in its sole  discretion,  elect to purchase  any
shares  acquired upon exercise of the Option for the exercise  price paid by the
Optionee,  in lieu of  enforcing  payment of the Option Gain with respect to any
shares which have not been sold or otherwise transferred by the Optionee.

     7. STOCK  CERTIFICATES.  Within a reasonable  time after the exercise of an
Option,  and the  satisfaction  of the  Optionee's  obligations  hereunder,  the
Company shall cause to be delivered to the person entitled thereto a certificate
for the shares purchased pursuant to the exercise of such Option.

     8.  TRANSFERABILITY  OF OPTIONS.  This  Agreement  and the Options  granted
hereunder  shall not be  transferable  otherwise  than by will or by the laws of
descent and  distribution,  and shall be  exercised,  during the lifetime of the
Optionee, only by the Optionee.

     9. EXERCISE OF OPTIONS.  Options shall become  exercisable at such time, as
may be  provided  herein  and shall be  exercisable  by  written  notice of such
exercise,  in the form prescribed by the Committee,  to the person designated by
the Committee at the corporate offices of Nu Skin Enterprises.  The notice shall
specify the number of Options that are being  exercised.  The Option Price


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shall be payable on the  exercise of the  Options and shall be paid in cash,  in
shares  of Class A  Common  Stock,  including  shares  of  Class A Common  Stock
acquired  pursuant to the Plan,  part in cash and part in shares,  or such other
manner as may be approved by the Committee consistent with the terms of the Plan
as it may be  amended  from  time  to  time.  Shares  of  Class A  Common  Stock
transferred  in payment of the  Option  Price  shall be valued as of the date of
transfer  based on the Fair Market Value of the  Company's  Class A Common Stock
which for purposes  hereof,  shall be considered to be the average closing price
of the Company's Class A Common Stock as reported on the New York Stock Exchange
for the ten (10) trading days just prior to the date of exercise. Only shares of
the  Company's  Class A Common  Stock  which have been held for at least six (6)
months may be used to exercise the Option.

     10. NO RIGHTS AS SHAREHOLDER. This Agreement shall not entitle the Optionee
to any rights as a stockholder  of the Company until the date of the issuance of
a stock  certificate  to the  Optionee  for shares  pursuant to the  exercise of
Options covered hereby.

     11. GOVERNING PLAN DOCUMENT.  This Agreement  incorporates by reference all
of the terms and  conditions of the Plan as presently  existing and as hereafter
amended.  The  Optionee  expressly  acknowledges  and agrees  that the terms and
provisions of this  Agreement  are subject in all respects to the  provisions of
the Plan. The Optionee also hereby expressly acknowledges, agrees and represents
as follows:

          (a) Acknowledges receipt of a copy of the Plan and represents that the
Optionee is familiar  with the  provisions  of the Plan,  and that the  Optionee
enters into this Agreement subject to all of the provisions of the Plan.

          (b) Recognizes that the Committee has been granted complete  authority
to  administer  the  Plan in its sole  discretion,  and  agrees  to  accept  all
decisions  related to the Plan and all  interpretations  of the Plan made by the
Committee as final and conclusive  upon the Optionee and upon all persons at any
time claiming any interest through the Optionee in any Option granted hereunder.

          (c) Acknowledges  and understands  that the  establishment of the Plan
and the existence of this Agreement are not sufficient, in and of themselves, to
exempt the Optionee from the  requirements  of Section 16(b) of the Exchange Act
and any rules or regulations promulgated  thereunder,  and that the Optionee (to
the extent  Section  16(b)  applies to  Optionee)  shall not be exempt from such
requirements  pursuant to Rule 16b-3 unless and until the Optionee  shall comply
with all applicable  requirements of Rule 16b-3,  including without  limitation,
the possible requirement that the Optionee must not sell or otherwise dispose of
any share of Class A Common Stock acquired upon exercise of an Option unless and
until a period of at least six months shall have  elapsed  between the date upon
which  such  Option  was  granted  to the  Optionee  and the date upon which the
Optionee  desires  to sell or  otherwise  dispose of any share of Class A Common
Stock acquired upon exercise of such Option.

          (d)  Acknowledges  and understands  that the Optionee's use of Class A
Common  Stock owned by the  Optionee to pay the Option  Price of an Option could
have substantial adverse tax consequences to the Optionee,  and that the Company
recommends  that the Optionee  consult with a  knowledgeable  tax advisor before
paying the Option Price of any Option with Class A Common Stock.

          (e) Represents that Optionee has received and carefully read a copy of
the Prospectus (as defined below) together with the Company's most recent Annual
Report to Stockholders.  Optionee hereby acknowledges that he or she is aware of
the risks  associated  with the Options and that there can be no  assurance  the
price of the Class A Common  Stock will not  decrease  in the future or that the
Options   will  ever  have  any   value.   Optionee   hereby   acknowledges   no
representations or statements have been made to Optionee concerning the value or
potential value of the Class A Common Stock. Optionee acknowledges that Optionee
has relied only on information contained in the Prospectus and that Optionee has
received no representations, written or oral, from the Company or its employees,
attorneys


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or agents,  other than those contained in the Prospectus or this Agreement.  The
Prospectus means those materials bearing a legend that such materials constitute
a prospectus under the Securities Act of 1933, and the documents incorporated by
reference  therein.   Optionee   acknowledges  that  the  Company  has  made  no
representations  concerning  the tax and other  effects  of this  Option and the
exercise  thereof,  and Optionee  represents  that Optionee has  consulted  with
Optionee's  own tax and other  advisors  concerning the tax and other effects of
the Option and the exercise thereof.

     12.  REPRESENTATIONS AND WARRANTIES.  As a condition to the exercise of any
Option  granted  pursuant  to the Plan,  the  Company  may  require  the  person
exercising such Option to make any representations and warranties to the Company
that legal  counsel to the Company  may  determine  to be required or  advisable
under  any  applicable  law  or  regulation,   including   without   limitation,
representations  and  warranties  that the shares of Class A Common  Stock being
acquired  through  the  exercise  of such  Option  are being  acquired  only for
investment  and without any present  intention or view to sell or distribute any
such shares.

     13. NO EMPLOYMENT OR SERVICE CONTRACT.  Nothing in this Agreement or in the
Plan shall  confer upon  Optionee  any right to continue  in the  employment  or
service of the Company for any period of specific  duration or interfere with or
otherwise restrict in any way the rights of the Company, which rights are hereby
expressly reserved,  to terminate  Optionee's  employment or service at any time
for any  reason,  with or without  cause  except as may  otherwise  be  provided
pursuant to a separate written employment agreement.

     14. WITHHOLDING OF TAXES. The Optionee  authorizes the Company to withhold,
in accordance  with applicable laws and  regulations,  from any  compensation or
other  payment  payable to the  Optionee,  all  federal,  state and other  taxes
attributable to taxable income realized by the Optionee as a result of the grant
or  exercise  of any  Options.  As a  condition  to the  exercise of any Option,
Optionee  shall  remit to the Company  the amount of cash  necessary  to pay any
withholding taxes associated therewith or make other arrangements  acceptable to
the  Company,  in  the  Company's  sole  discretion,  for  the  payment  of  any
withholding taxes.

     15. EFFECTIVE DATE OF GRANT. Each Option granted pursuant to this Agreement
shall be effective as of the date first written above.

     16.  COMPLIANCE  WITH LAW AND  REGULATIONS.  The obligations of the Company
hereunder are subject to all applicable federal and state laws and to the rules,
regulations and other  requirements  of the Securities and Exchange  Commission,
any stock  exchange  upon which the Class A Common  Stock is then listed and any
other government or regulatory agency.

     17.  SECTION  REFERENCES.  The  references to Plan sections shall be to the
sections as in  existence  on the date hereof  unless an  amendment  to the Plan
specifically provides otherwise.

     18. QUESTIONS. All questions regarding this Agreement shall be addressed to
M. Truman Hunt.


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         IN WITNESS  WHEREOF,  these parties hereby execute this Agreement to be
effective as of the Effective Date.


                            NU SKIN ENTERPRISES, INC., a Delaware corporation


                            By:    ______________________________
                            Its:   Steven J. Lund, President and CEO



                            _____________________________________
                            Optionee

                            _____________________________________

                            _____________________________________
                            Optionee's Address


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