CONSULTING AGREEMENT

This  Agreement  is  made  as  of  January  1,  1999  by  and  between  Nu  Skin
International,  Inc., a Utah corporation ("Company"), having its principal place
of business  at 75 West  Center  Street,  Provo,  Utah 84601 and Max L.  Pinegar
("Consultant"),  having an  address at 1675 North 200 West,  Orem,  Utah  84057.
Company  and  Consultant  are  sometimes  hereinafter  referred to as "Party" or
"Parties."

                                    RECITALS

A.   Company is engaged in the business or marketing and selling nutritional and
     personal care products; and

B.   Consultant is in the business of corporate consulting.

C.   Consultant and Company  desire to enter into this Agreement  subject to the
     terms and conditions contained herein.

                                    AGREEMENT

Now therefore,  in  consideration  of the mutual  promises and covenants  herein
contained, the Parties hereto agree as follows:

1    TERM

     1.1  This  Agreement  will  commence  on January 1, 1999 and will remain in
          effect  until  either Party  terminates  this  Agreement by giving the
          other Party thirty (30) days prior written notice.

2    CONSULTING SERVICES

     2.1  Company  hereby retains  Consultant  and  Consultant  hereby agrees to
          consult with Company regarding general corporate matters.

     2.2  Consultant  shall  report to a member of senior  management  ("Company
          Representative") designated by the President of the Company.

     2.3  Consultant  shall  use  those  efforts  which  a  skilled,  competent,
          experienced and prudent professional would use to perform and complete
          the  requirements  of this Agreement in a timely manner  conforming to
          the  standard and quality  generally  accepted  within the  profession
          throughout his industry.  In addition,  Consultant will supply and use
          all his own tools, materials and supplies, as well as hire, train, and
          pay any necessary assistants to complete the Project.

     2.4  The Company and the Consultant  agree that the Consultant will provide
          15 days of service  per  calendar  quarter  (an  average of 5 days per
          month),  the types of  services  to be  performed  will be agreed upon
          between the Company and Consultant.

     2.5  The Company and the Consultant  agree to meet at the beginning of each
          quarter to review the services  rendered  during the previous  quarter
          and to identify services to be rendered during the following quarter.

3    MANNER OF PAYMENT

     3.1  Consultant will be paid an annual retainer of Twenty Four Thousand and
          No/100  Dollars  ($24,000.00),  due and  payable by January 31 of each
          year so long as this  Agreement  shall  remain in  effect.  Consultant
          shall submit an invoice for such  retainer no later than January 10 of
          each year.


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     3.2  In  addition,  Consultant  will be paid the sum of Three  Thousand and
          No/100 Dollars  ($3,000.00) per month for his efforts pursuant to this
          Agreement. Payment shall be made within thirty (30) days of receipt of
          Consultant's invoice.

4    INDEPENDENT CONTRACTOR

     4.1  Both Company and  Consultant  agree that  Consultant is an independent
          contractor.  Accordingly,  Consultant shall be responsible for payment
          of all his own taxes including federal,  state and local taxes arising
          out of his  activities in accordance  with this  Agreement,  including
          federal  and state  income  tax,  social  security  tax,  unemployment
          insurance  taxes,  and any other taxes or business license fees as may
          be required.

5    NONDISCLOSURE

     5.1  Consultant agrees that, except as directed by the Company,  Consultant
          will not at any time, during or after the term of this Agreement,  use
          or disclose any  "Confidential  Information" or any other  information
          designated as confidential or proprietary by the Company to any person
          whatsoever, or, except as authorized in writing by the Company, permit
          any person  whatsoever to examine or make copies of any reports or any
          documents  prepared by or that come into  Consultant's  possession  or
          control by reason of services  hereunder  or  otherwise.  Confidential
          information  shall include any  formula(e),  revisions of  formula(e),
          processes  and  methods as well as  business  plans,  financial  data,
          product development plans, marketing plans and strategies, distributor
          lists, manufacturing techniques and methods, research data and similar
          information  of  Company's  that  are  valuable,  special  unique  and
          proprietary assets of Company.

     5.2  The obligations set forth 5.1 of this Agreement shall not apply to any
          information that Consultant (i) already possess without  obligation of
          confidentiality;  (ii)  develops  independently,  or (iii)  rightfully
          receives without obligation of confidentiality  from a third Party. No
          obligation of confidentiality applies to any Confidential  Information
          that  is,  or  becomes,  publicly  available  without  breach  of this
          Agreement.

     5.3  Consultant hereby acknowledges that unauthorized  disclosure or use of
          Confidential Information will cause substantial and irreparable injury
          to Company, that money damages will not adequately compensate for such
          injury  and  that  Company,   therefore,   is  entitled  to  immediate
          injunctive  and other  equitable  relief for breach of  obligations of
          confidentiality as set forth in this Agreement.

     5.4  Consultant  will,  upon  termination or expiration of this  Agreement,
          return to the Company all  Confidential  Information or information or
          data related directly or indirectly  thereto,  including any copies or
          reproductions thereof, in Consultant's possession or control.

6    CONFLICT OF INTEREST

     6.1  Consultant hereby discloses all activities or interests that suggest a
          potential  conflict  with the best  interest  of  Company.  Exhibit A,
          attached hereto and incorporated  herein by this reference,  is a list
          of  Consultant's  interests  which  might  conflict  with or appear to
          conflict with his responsibilities to Company.

7    WORKPRODUCT

     7.1  The  Company  will  own  the  rights  to all  workproduct,  processes,
          studies,  flow  charts,  diagrams,   devices,  programs,   inventions,
          original  works  of  authorship,  and  other  tangible


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          or intangible material developed by Consultant as a result of services
          hereunder  during  the  term  hereof.  Any  workproduct  generated  by
          Consultant  will  be  deemed  a work  made  for  hire.  If any of such
          workproduct will be deemed other than a work made for hire, Consultant
          hereby agrees to execute and deliver such documents and instruments as
          Company may deem  necessary or  appropriate to transfer to the Company
          any right, title, or interest,  including copyrights,  Consultants has
          in any such work.

8    GENERAL

     8.1  Company  may  assign  this  Agreement  without   limitation,   however
          Consultant  may not assign  this  Agreement  without  Company's  prior
          written  consent.  The  failure  of either  Party to  insist  upon the
          performance  of any term or condition of this Agreement or to exercise
          any right  hereunder on one or more  occasions  shall not constitute a
          waiver or relinquishment of its right to demand future  performance of
          such term or condition,  or to exercise  such right in the future.  If
          any  term  of  this   Agreement  is  held  by  a  court  of  competent
          jurisdiction  to be invalid  or  unenforceable,  then this  Agreement,
          including  all of the remaining  terms,  will remain in full force and
          effect  as if such  invalid  or  unenforceable  term  had  never  been
          included.  All notices and other communications  required or permitted
          to be given under this  Agreement  shall be  transmitted in writing to
          the address  first listed by  Certified  United  States Mail,  postage
          prepaid,  return receipt requested,  by guaranteed overnight delivery,
          by electronic  mail,  or by  facsimile.  The laws of the State of Utah
          shall  govern  this  Agreement.  This  Agreement  embodies  the entire
          agreement between the Parties. No changes, modifications or amendments
          to any terms and  conditions  in this  Agreement  are valid or binding
          unless  agreed  to by the  Parties  in  writing  by  their  authorized
          representatives.

In witness whereof,  the Parties to this Agreement have caused it to be executed
on the date first above written.

This agreement is executed as of the date above written.

NU SKIN INTERNATIONAL, INC.

/s/ M. Truman Hunt
By:  M. Truman Hunt
Its:  Vice President


CONSULTANT

/s/ Max L. Pinegar
Max L. Pinegar


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                   EXHIBIT A - POSSIBLE CONFLICTS OF INTEREST

The  Consultant has served in the past as a member or the Board of Directors and
will now serve as an outside member of the Board of Directors.

If  any  additional   "Conflict  of  Interest"  develops  the  Consultant  shall
immediately report such conflict to the Company.