AMENDMENT NO. 2 TO

                   AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


     This  Amendment  No.2 to the Amended and  Restated  Stockholders  Agreement
(this  "AMENDMENT")  is  entered  into  as of May 13,  1999  by and  among  the
Stockholders who have executed the signature pages of this Amendment and Nu Skin
Enterprises,  Inc.,  a  corporation  organized  under  the laws of the  State of
Delaware (the  "COMPANY").  This Amendment shall be binding upon each person who
executes this  Amendment  notwithstanding  the fact that any other  Stockholders
fail or refuse to execute this  Amendment.  The  capitalized  terms used in this
Amendment and not otherwise  defined  herein shall have the meanings  given such
terms in the Amended and  Restated  Stockholders  Agreement  dated  November 28,
1997, as previously  amended by Amendment No. 1 to such  agreement  (hereinafter
the "AMENDED AND RESTATED STOCKHOLDERS AGREEMENT").

                                    RECITALS

     A.  WHEREAS,  the Company is  proposing to undertake  the  registration  of
shares for resale by the Stockholders and the former  stockholders of Pharmanex,
Inc.  pursuant  to  an  underwritten   public  offering  (the  "PROPOSED  PUBLIC
OFFERING"); and

     B. WHEREAS, the Company is willing to continue to proceed with the Proposed
Public  Offering  only  if the  Stockholders  agree  to  extend  certain  resale
restrictions set forth in the Amended and Restated Stockholders Agreement;

     NOW, THEREFORE,  in consideration of the premises and the mutual agreements
set forth herein and for other good and valuable consideration,  the receipt and
sufficiency of which are hereby  acknowledged,  the Parties  hereto  irrevocably
agree as follows:

     1. Section 2.2 Lock-up  Agreement is hereby amended to lengthen the lock-up
period for all  Stockholders  other than the trusts  identified  on  Schedule B.
Accordingly Section 2.2 is amended to read in its entirety as follows:

          "2.2  Lock-up  Agreement.   Notwithstanding   any  provision  of  this
     Agreement to the contrary,  except for Transfers pursuant to Sections 3 and
     5, from and after the date hereof each  Stockholder  (other than the trusts
     identified on Schedule B) will not,  without the prior  written  consent of
     the Company, jointly or individually,  Transfer, offer, make any short sale
     of,  contract  to sell,  lend,  grant any  option for the  purchase  of, or
     otherwise dispose of, directly or indirectly, any Shares owned of record or
     beneficially by such Stockholder  until June 30, 2000 (the "INITIAL LOCK-UP
     PERIOD");  provided,  however,  that the Initial  Lock-up  Period  shall be
     further  extended  until up to  December  31, 2000 (the  "EXTENDED  LOCK-UP
     PERIOD")  with respect to any  Stockholder  who,  together with any of such
     Stockholder's  Stockholder  Controlled Entities,  receives additional gross
     proceeds (the "ADDITIONAL SALE PROCEEDS") from the sale of shares in one or
     any combination of public offerings  (excluding the sale of up to 9 million
     shares in the Proposed Public Offering,  but including any shares in excess
     of 9  million  shares  sold  in  the  Proposed  Public  Offering),  private
     placements,  or  any  Company  share  repurchases  (with  each  Stockholder
     eligible to participate in any private placements or share repurchases at a
     level at least equal to that Stockholder's


<PAGE>


     percentage equity ownership interest in the Company  immediately  preceding
     the Company's initial public offering).  The extent of the Extended Lock-up
     Period shall be  determined  by  multiplying  six months by a fraction (the
     "EXTENDED  LOCK-UP  FRACTION").  The  numerator  of the  Extended  Lock- up
     Fraction shall be equal to the actual  Additional Sale Proceeds received by
     the  Stockholder  divided by $120 million.  The denominator of the Extended
     Lock-up Fraction shall be equal to the Stockholder's  percentage  ownership
     interest in the Company immediately  preceding the Company's initial public
     offering.  For example, if a Stockholder  received Additional Sale Proceeds
     of $5 million,  and that Stockholder's  percentage ownership interest prior
     to the initial  public  offering were 5%, then the Extended  Lock-up Period
     would run for 5 months, calculated as follows:

                             $5 million/$120 million
                             -----------------------
                     6 months   x       .05 =      5 months

     If any  Stockholder  elects not to  participate  in a liquidity  event that
     generates  Additional  Sale  Proceeds,  then the  lock-up  period  for that
     Stockholder  shall expire on June 30, 2000.  In the event  Additional  Sale
     Proceeds  exceed $120 million,  then the Extended  Lock-up  Period shall be
     subject to an additional negotiated extension."

     2.  Section 2.3 Post  Lock-up  Selling  Restrictions  is hereby  amended as
follows:

          (a)  Section  2.3 is hereby  amended  to provide  that the  Restricted
Resale Period for each Stockholder (other than the trusts identified on Schedule
B to the Amended and Restated Stockholders Agreement) shall expire one year from
the expiration of the Extended  Lock-up Period with respect to that  Stockholder
and that the  Restricted  Resale Period for the trusts  identified on Schedule B
would  expire on the  earlier of December  31,  2001 or the date the  Restricted
Resale Period ends for any other Stockholder. Accordingly, the first sentence of
Section 2.3 is amended to read in its entirety as follows:

          "2.3 Post Lock-up Selling  Restrictions.  Except as otherwise provided
     herein,  for a one year  period  following  the  expiration  of the Initial
     Lock-up  Period or the Extended  Lock-up  Period,  whichever is the last to
     expire as it applies to each Stockholder (the "Restricted  Resale Period"),
     all sales of Shares in a public  resale  pursuant  to  Section  4(1) of the
     Securities Act or Rule 144 promulgated  thereunder or pursuant to any other
     exempt  transaction  under the  Securities  Act,  shall  not  exceed in any
     calendar quarter the Stockholder's specified Rule 144 Allotment (as defined
     below). Notwithstanding the foregoing, the Restricted Resale Period for the
     trusts  identified  on Schedule B would run from March 26, 1999 through the
     earlier to occur of (a) December 31, 2001,  and (b) the date the Restricted
     Resale Period expires for any other stockholder."

          (b) The Stockholders agree that the provisions of subparagraphs  2.3.1
through 2.3.6 apply to all public resales whether effected pursuant to Rule 144,
Section 4(1) of the Securities Act or any other available exemption.

          (c)  Section  2.3.7 is hereby  amended to read in its  entirety as set
forth below to clarify the terms of such subparagraph:

          "2.3.7. Following the expiration of the Restricted Resale Period, each
     Stockholder  agrees  not to sell  in  public  resales  more  shares  in any
     calendar  quarter  than the greater of (a) one  percent of the  outstanding
     shares  of Class A Common  Stock as  shown  by the most  recent  report  or
     statement  published by the Company,  and (b) the average  reported  weekly
     volume of trading in the Class A Common Stock determined in accordance with
     the provisions of Rule 144(e)."


                                      -2-


<PAGE>


          (d) All other terms and  conditions of the first  paragraph of Section
2.3 of the Amended and Restated  Stockholders  Agreement  and its  subparagraphs
(2.3.1 through 2.3.7) shall remain in full force and effect.

     3. Effect of  Amendment.  This  Amendment  amends the Amended and  Restated
Stockholders Agreement only to the extent expressly provided herein. Pursuant to
Section 12.5 of the Amended and Restated Stockholders Agreement,  this Amendment
shall be  binding  upon each of the  Stockholders  who  elects to  execute  this
Amendment even if one or more of the Stockholders fail or refuse to execute this
Amendment.  To the extent  provisions  of the Amended and Restated  Stockholders
Agreement  are  not  expressly  modified  or  amended  by this  Agreement,  such
unamended  provisions  shall  continue  in full  force and  effect  and shall be
construed  together with the amendments set forth herein as the entire agreement
of the parties hereto. The Amendment shall not apply to any Stockholder who does
not execute this  Amendment,  but such  Stockholder  shall remain subject to and
obligated  under the terms of the Amended and Restated  Stockholders  Agreement,
without giving effect to this  Amendment,  and this Amendment shall in no way be
interpreted  as limiting  the  obligations  or  restrictions  in the Amended and
Restated  Stockholders  Agreement with respect to any  Stockholder  who does not
execute this Amendment Agreement. In the event a Proposed Public Offering is not
completed  by  November 1, 1999,  or if prior to such date the Company  provides
written notice to the  Stockholders  that it has elected not to proceed with the
Proposed  Public  Offering,  then the  amendments  set forth in Sections 1 and 2
hereof  shall  expire and no longer be of any force or effect  from  November 1,
1999 (if a secondary  offering has not been  completed by such date) or the date
of such written notice (in the event the Company  provides written notice it has
elected not to proceed with such offering).

     4. Liquidity Events. In consideration of the redemption of 20,000 shares of
Class A Common  Stock by the Company from each of Kirk Roney and Rick Roney at a
purchase  price of $16.00 per share,  each of Kirk Roney and Rick Roney agree to
execute and be bound by the terms of the Amendment No. 1 to Amended and Restated
Stockholders Agreement. Upon execution of such amendment, each of Kirk Roney and
Rick Roney  shall have the same right to  participate  in any  private or public
liquidity events as the other Stockholders.  Each Stockholder hereby agrees that
the right to participate  in liquidity  events shall be subject to the following
terms.

             4.1 The 9 million shares allocated to the Stockholders party to the
Amended and Restated Stockholder Agreement in the Proposed Public Offering shall
be allocated among the Stockholders,  together with their respective Stockholder
Controlled Entities,  in accordance with the percentages set forth on Schedule A
to the Amended and Restated  Stockholders  Agreement,  including any  additional
shares  that may be  allocated  as a result of the  Pharmanex  stockholders  not
selling  their  entire  allotment,  or  as a  result  of  the  exercise  of  the
over-allotment option by the underwriters. In the event a Stockholder,  together
with  his or her  respective  Stockholder  Controlled  Entities,  agrees  at the
request of the  underwriters to sell less than his or her applicable  percentage
as set forth in  Schedule  A of the 9 million  shares,  he or she shall have the
right to receive a larger and priority  allocation of any  additional  shares in
order to bring his or her percentage of the total shares allocated to him or her
up to the  percentage  set  forth in  Schedule  A to the  Amended  and  Restated
Stockholders Agreement.

             4.2 Subject to agreeing to any terms and conditions the Company may
impose with respect to any such private  liquidity event as set forth in Section
4.3 below, a Stockholder, together with his or respective Stockholder Controlled
Entities,  shall have the right to participate in any Company  sponsored private
placements or share repurchases by the Company at a level at least equal to that


                                      -3-


<PAGE>


Stockholder's  percentage equity ownership  interest in the Company  immediately
preceding the Company's initial public offering.

             4.3  The  Company  may  require  as a  condition  to the  right  to
participate in any future  liquidity  event,  that a Stockholder  and his or her
Stockholder  Controlled  Entities,  agree to such terms and conditions as may be
requested by the Company for all  Stockholders,  including any extensions of the
Extended Lock-up Period and the Restricted Selling Periods;  provided,  however,
that with respect to any liquidity event that occurs prior to June 30, 2000, the
provisions of Section 2.2 and 2.3, as amended above,  shall determine the length
of any extension of the Extended  Lock-up  Period and  Restricted  Resale Period
unless the  Additional  Sales  Proceeds are in excess of $120 million,  in which
event  the  Company  may   negotiate  a  further   extension   of  such  selling
restrictions.

     5.  Counterparts.  This  Amendment  may be executed by facsimile and by any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall  constitute one agreement.  Each counterpart may consist
of a number of copies each signed by less than all, but  together  signed by all
of the Parties hereto.


                                      -4-


<PAGE>


                        SIGNATURE PAGE OF AMENDMENT NO. 2
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


         IN WITNESS  WHEREOF,  this Amendment has been signed by duly authorized
signatories  of the Parties  hereto and is binding upon the Parties hereto as of
the date first above written.

                        NU SKIN ENTERPRISES, INC.,
                        a Delaware Corporation


                        By:      /s/
                                 __________________________________________

                        Its:     __________________________________________


                        /s/Blake M. Roney
                        Blake M. Roney, individually

                        /s/Nancy L. Roney
                        Nancy L. Roney, individually

                        THE ALL R'S TRUST

                        By:      /s/L. S. McCullough
                                 L. S. McCullough
                        Its:     Trustee

                        THE B & N RONEY TRUST

                        By:      /s/ L. S. McCullough
                        Its:     Trustee

                        THE WFA TRUST

                        By:      /s/ L. S. McCullough
                        Its:     Trustee


                                      S-1


<PAGE>


                        SIGNATURE PAGE OF AMENDMENT NO. 2
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


                        BNASIA, LTD.

                        By:     /s/ Blake M. Roney
                                 Blake M. Roney
                        Its:     General Partner


                        By:     /s/ Nancy L. Roney
                                 Nancy L. Roney
                        Its:     General Partner


                        THE BLAKE M. AND NANCY L. RONEY
                        FOUNDATION

                        By:      /s/ Blake M. Roney
                                 Blake M. Roney
                        Its:     Trustee

                        By:      /s/ Nancy L. Roney
                                 Nancy L. Roney
                        Its:     Trustee


                        THE ONE FOUNDATION

                        By:      /s/ Blake M. Roney
                                 Blake M. Roney
                        Its:     Trustee

                        By:      /s/ Nancy L. Roney
                                 Nancy L. Roney
                        Its:     Trustee

                        By:      /s/ Keith R. Halls
                                 Keith R. Halls
                        Its:     Trustee


                                   S-2


<PAGE>


                        SIGNATURE PAGE OF AMENDMENT NO. 2
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


                        B & N RHINO COMPANY, L.C.

                        By:      /s/ Craig F. McCullough
                                 Craig F. McCullough
                        Its:     Manager


                        By:      /s/ Nedra D. Roney
                                 Nedra D. Roney, individually


                        By:      /s/ Rick A. Roney
                                 Rick A. Roney, individually

                        By:      /s/ Burke F. Roney
                                 Burke F. Roney, individually

                        By:      /s/ Park R. Roney
                                 Park R. Roney, individually

                        THE MAR TRUST


                        By:      /s/ Tom D. Branch
                                 Tom D. Branch
                        Its:     Trustee

                        THE NR TRUST


                        By:      /s/ Tom D. Branch
                                 Tom D. Branch
                        Its:     Trustee


                                      S-3


<PAGE>


                        SIGNATURE PAGE OF AMENDMENT NO. 2
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


                        THE ROSE FOUNDATION

                        By:      /s/ Nedra D. Roney
                                 Nedra D. Roney
                        Its:     Trustee


                        By:      /s/ Tom D. Branch
                                 Tom D. Branch
                        Its:     Trustee


                        THE NEDRA RONEY FIXED CHARITABLE TRUST

                        By:      /s/ Tom D. Branch
                                 Tom D. Branch
                        Its:     Trustee


                        NR RHINO COMPANY, L.C.

                        By:      /s/ Craig F. McCullough
                                 Craig F. McCullough
                        Its:     Manager

                        By:      /s/ Sandra N. Tillotson
                                 Sandra N. Tillotson, individually


                        THE SNT TRUST

                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee


                        THE DVNM TRUST

                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee


                                      S-4


<PAGE>


                       SIGNATURE PAGE OF AMENDMENT NO. 2
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


                        THE CWN TRUST

                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee


                        THE DPN TRUST

                        By:      /s/ Craig S. Tillotson
                                 Craig S. Tillotson
                        Its:     Trustee


                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee

                        THE GNT TRUST


                        By:      /s/ Craig S. Tillotson
                                 Craig S. Tillotson
                        Its:     Trustee


                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee

                        THE LMB TRUST


                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee


                                      S-5


<PAGE>


                       SIGNATURE PAGE OF AMENDMENT NO. 2
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


                        THE SANDRA N. TILLOTSON FOUNDATION

                        By:      /s/ Sandra N. Tillotson
                                 Sandra N. Tillotson
                        Its:     Trustee


                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee


                        THE SANDRA N. TILLOTSON FIXED  CHARITABLE TRUST

                        By:      /s/ Sandra N. Tillotson
                                 Sandra N. Tillotson
                        Its:     Trustee

                        By:      /s/ L. S. McCullough
                                 L. S. McCullough
                        Its:     Independent Trustee


                        SNT RHINO COMPANY, L.C.

                        By:      /s/ Craig S. Tillotson
                                 Craig S. Tillotson
                        Its:     Manager

                        /s/ Steven J. Lund
                        Steven J. Lund, individually

                        /s/ Kalleen Lund
                        Kalleen Lund, individually


                        SKASIA, LTD.

                        By:      /s/ Steven J. Lund
                                 Steven J. Lund
                        Its:     General Partner


                                      S-6


<PAGE>


                       SIGNATURE PAGE OF AMENDMENT NO. 2
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


                        By:      /s/ Kalleen Lund
                                 Kalleen Lund
                        Its:     General Partner


                        THE S AND K LUND TRUST

                        By:      /s/ Blake M. Roney
                                 Blake M. Roney
                        Its:     Trustee

                        THE STEVEN J. AND KALLEEN LUND
                        FOUNDATION


                        By:      /s/ Steven J. Lund
                                 Steven J. Lund
                        Its:     Trustee


                        By:      /s/ Kalleen Lund
                                 Kalleen Lund
                        Its:     Trustee

                        THE STEVEN AND KALLEEN LUND FIXED
                        CHARITABLE TRUST


                        By:      /s/Steven J. Lund
                                 Steven J. Lund
                        Its:     Trustee


                        By:      /s/ Kalleen Lund
                                 Kalleen Lund
                        Its:     Trustee


                        By:      /s/ L. S. McCullough
                                 L. S. McCullough
                        Its:     Independent Trustee


                        S & K RHINO COMPANY, L.C.

                        By:      /s/ Craig F. McCullough
                                 Craig F. McCullough
                        Its:     Manager


                                      S-7


<PAGE>


                        SIGNATURE PAGE OF AMENDMENT NO. 2
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


                        /s/ Brooke B. Roney
                        Brooke B. Roney, individually

                        /s/ Denice R. Roney
                        Denice R. Roney, individually


                        BDASIA, LTD.

                        By:      /s/ Brooke B. Roney
                                 Brooke B. Roney
                        Its:     General Partner

                        By:      /s/ Denice R. Roney
                                 Denice R. Roney
                        Its:     General Partner


                        THE B AND D RONEY TRUST

                        By:      /s/ Blake M. Roney
                                 Blake M. Roney
                        Its:     Trustee

                        THE BROOKE BRENNAN AND DENICE RENEE
                        RONEY FOUNDATION

                        By:      /s/ Brooke B. Roney
                                 Brooke B. Roney
                        Its:     Trustee

                        By:      /s/ Denice R. Roney
                                 Denice R. Roney
                        Its:     Trustee

                         /s/ Kirk V. Roney
                         Kirk V. Roney, individually


                                      S-8


<PAGE>


                        SIGNATURE PAGE OF AMENDMENT NO. 2
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


                        /s/ Melanie K. Roney
                        Melanie K. Roney, individually


                        KMASIA, LTD.

                        By:      /s/ Kirk V. Roney
                                 Kirk V. Roney
                        Its:     General Partner

                        By:      /s/ Melanie K. Roney
                                 Melanie K. Roney
                        Its:     General Partner


                        THE K AND M RONEY TRUST

                        By:      /s/ Rick A. Roney
                                 Rick A. Roney
                        Its:     Trustee


                        THE KIRK V. AND MELANIE K. RONEY
                        FOUNDATION

                        By:      /s/ Kirk V. Roney
                                 Kirk V. Roney
                        Its:     Trustee

                        By:      /s/ Melanie K. Roney
                                 Melanie K. Roney
                        Its:     Trustee


                        THE KIRK AND MELANIE RONEY FIXED
                        CHARITABLE TRUST

                        By:      /s/ Kirk V. Roney
                                 Kirk V. Roney
                        Its:     Trustee


                                      S-9


<PAGE>


                        SIGNATURE PAGE OF AMENDMENT NO. 2
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


                        By:      /s/ Melanie K. Roney
                                 Melanie K. Roney
                        Its:     Trustee

                        By:      /s/ L. S. McCullough
                                 L. S. McCullough
                        Its:     Trustee


                        K & M RHINO COMPANY, L.C.

                        By:      /s/ Craig F. McCullough
                                 Craig F. McCullough
                        Its:     Manager

                        /s/ Keith R. Halls
                        Keith R. Halls, individually

                        /s/ Anna Lisa Massaro Halls
                        Anna Lisa Massaro Halls, individually


                        KAASIA, LTD.

                        By:      /s/ Keith R. Halls
                                 Keith R. Halls
                        Its:     General Partner

                        By:      /s/ Anna Lisa Halls
                                 Anna Lisa Halls
                        Its:     General Partner


                        THE K AND A HALLS TRUST

                        By:      /s/ Michael Lee Halls
                                 Michael Lee Halls
                        Its:     Trustee


                                      S-10


<PAGE>


                        SIGNATURE PAGE OF AMENDMENT NO. 2
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


                        By:      /s/ Dennis Morgan
                                 Dennis Morgan
                        Its:     Trustee


                        THE HALLS FAMILY TRUST

                        By:      /s/ Micahel Lee Halls
                                 Michael Lee Halls
                        Its:     Trustee

                        By:      /s/ Dennis Morgan
                                 Dennis Morgan
                        Its:     Trustee


                        THE KEITH AND ANNA LISA HALLS FIXED
                        CHARITABLE TRUST

                        By:      /s/ Keith R. Halls
                                 Keith R. Halls
                        Its:     Trustee

                        By:      /s/ Anna Lisa Halls
                                 Anna Lisa Halls
                        Its:     Trustee

                        By:      /s/ L. S. McCullough
                                 L. S. McCullough
                        Its:     Independent Trustee


                        THE KEITH RAY AND ANNA LISA MASSARO
                        HALLS FOUNDATION

                        By:      /s/ Keith R. Halls
                                 Keith R. Halls
                        Its:     Trustee


                                      S-11


<PAGE>

                        SIGNATURE PAGE OF AMENDMENT NO. 2
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                        By:      /s/ Anna Lisa Halls
                                 Anna Lisa Halls
                        Its:     Trustee


                        K & A RHINO COMPANY, L.C.

                        By:      /s/ Craig F. McCullough
                                 Craig F. McCullough
                        Its:     Manager

                        /s/ Craig S. Tillotson
                        Craig S. Tillotson, individually


                        THE CST TRUST

                        By:      /s/ Robert L. Stayner
                                 Robert L. Stayner
                        Its:     Trustee


                        THE JS TRUST

                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee


                        THE JT TRUST

                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee


                        THE CB TRUST

                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee


                                      S-12


<PAGE>


                        SIGNATURE PAGE OF AMENDMENT NO. 2
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


                        THE CM TRUST

                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee


                        THE BCT TRUST

                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee


                        THE ST TRUST

                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee


                        THE NJR TRUST

                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee


                        THE RLS TRUST

                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee


                        THE RBZ TRUST

                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee


                                      S-13


<PAGE>


                        SIGNATURE PAGE OF AMENDMENT NO. 2
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


                        THE LB TRUST

                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee


                        THE CRAIG S. TILLOTSON FOUNDATION

                        By:      /s/ Craig S. Tillotson
                                 Craig S. Tillotson
                        Its:     Trustee

                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Trustee


                        THE CRAIG S. TILLOTSON FIXED CHARITABLE
                        TRUST

                        By:      /s/ Craig S. Tillotson
                                 Craig S. Tillotson
                        Its:     Trustee

                        By:      /s/ Lee M. Brower
                                 Lee M. Brower
                        Its:     Independent Trustee


                        CST RHINO COMPANY, L.C.

                        By:      /s/ Sandra N. Tillotson
                                 Sandra N. Tillotson
                        Its:     Manager

                        /s/ R. Craig Bryson
                        R. Craig Bryson, individually


                        /s/ Kathleen D. Bryson
                        Kathleen D. Bryson, individually




                                  S-14
<PAGE>


                       SIGNATURE PAGE OF AMENDMENT NO. 2
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


                        RCKASIA, LTD.

                        By:      /s/ R. Craig Bryson
                                 R. Craig Bryson
                        Its:     General Partner

                        By:      /s/ Kathleen D. Bryson
                                 Kathleen D. Bryson
                        Its:     General Partner


                        THE C AND K TRUST

                        By:      /s/ Steven J. Lund
                                 Steven J. Lund
                        Its:     Trustee


                        THE BRYSON FOUNDATION

                        By:      /s/ R. Craig Bryson
                                 R. Craig Bryson
                        Its:     Trustee

                        By:      /s/ Kathleen D. Bryson
                                 Kathleen D. Bryson
                        Its:     Trustee


                        THE BRYSON FIXED CHARITABLE TRUST

                        By:      /s/ R. Craig Bryson
                                 R. Craig Bryson
                        Its:     Trustee

                        By:      /s/ Kathleen D. Bryson
                                 Kathleen D. Bryson
                        Its:     Trustee

                        By:      /s/ Robert L. Stayner
                                 Robert L. Stayner
                        Its:     Independent Trustee


                                      S-15


<PAGE>


                        SIGNATURE PAGE OF AMENDMENT NO.2
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT


                        CKB RHINO COMPANY, L.C.

                        By:      /s/ Keith R. Halls
                                 Keith R. Halls
                        Its:     Manager


                        THE RICK AND KIMBERLY RONEY VARIABLE
                        CHARITABLE REMAINDER UNITRUST

                        By:      /s/ James Blaylock
                                 James Blaylock
                        Its:     Trustee


                        THE RICK AND KIMBERLY RONEY FIXED
                        CHARITABLE UNITRUST

                        By:      /s/ Rick A. Roney
                                 Rick A. Roney
                        Its:     Trustee

                        By:      /s/ Kimberly Roney
                                 Kimberly Roney
                        Its:     Trustee

                        By:      /s/ L. S. McCullough
                                 L.S. McCullough
                        Its:     Independent Trustee


                                      S-16