ASSIGNMENT OF LEASEHOLD IMPROVEMENTS

         This Assignment of Leasehold  Improvements  (the  "ASSIGNMENT") is made
and entered  into  effective  as of July 13,  1999,  by and between  Maple Hills
Investment,  Inc., a Delaware  corporation  formerly  known as Nu Skin USA, Inc.
("NU SKIN USA"),  and Big Planet,  Inc., a Utah corporation  ("BIG PLANET").  Nu
Skin USA and Big Planet are  sometimes  referred to herein  collectively  as the
"PARTIES"  and  individually  as a "PARTY." All  capitalized  terms used but not
otherwise  defined herein shall be deemed to have the meanings  ascribed to them
in the Asset Purchase Agreement (as that term is defined in Recital A below).

                                    RECITALS

     A. WHEREAS,  Nu Skin  Enterprises,  Inc., a Delaware  corporation ("NU SKIN
ENTERPRISES"),  Nu Skin  USA,  and Nu  Skin  United  States,  Inc.,  a  Delaware
corporation,  entered into an Asset  Purchase  Agreement  dated  effective as of
March 8, 1999 (the "ASSET PURCHASE AGREEMENT");

     B. WHEREAS,  pursuant to the Asset Purchase Agreement,  Nu Skin Enterprises
purchased  the  Non-Securities  Acquired  Assets  and the Class A Shares  (which
assets are collectively defined in the Asset Purchase Agreement as the "Acquired
Assets"),  but did not purchase the Excluded  Assets (as that term is defined in
the Asset Purchase  Agreement and as the same are listed on Exhibit "A" attached
to the Asset Purchase Agreement);

     C.  WHEREAS,  included  among the  Excluded  Assets are  certain  leasehold
improvements relating to Big Planet's operations center located at 366 East 1130
South (the "LEASEHOLD  IMPROVEMENTS"),  which Leasehold Improvements were funded
by Nu Skin USA for the benefit of Big Planet;

     D. WHEREAS,  pursuant to an Agreement and Plan of Merger and Reorganization
entered into as of May 3, 1999 between and among Nu Skin Enterprises, Big Planet
Holdings,  Inc., a Delaware  corporation and wholly-owned  subsidiary of Nu Skin
Enterprises,  Big Planet, Nu Skin USA, Richard W. King, an individual,  Kevin V.
Doman, an individual,  and Nathan W. Ricks,  an individual,  as amended by First
Amendment to Agreement and Plan of Merger and Reorganization dated as of July 9,
1999, it is contemplated that Big Planet will be merged with and into Big Planet
Holdings, Inc. and become a wholly-owned subsidiary of Nu Skin Enterprises to be
operated under the name "Big Planet, Inc.;" and

     E. WHEREAS, Nu Skin USA now desires to sell the Leaseholder Improvements to
Big Planet on the terms and  conditions and for the  consideration  set forth in
this Assignment.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
promises herein made, and for other good and valuable consideration, the receipt
and  sufficiency of which are hereby  acknowledged,  the parties hereby agree as
follows.

1.  CONTRIBUTION  OF  LEASEHOLD  IMPROVEMENTS.  Nu Skin USA hereby  sells to Big
Planet all of its right,  title,  and interest  in, to, and under the  Leasehold
Improvements  in  exchange  for the  Purchase  Price (as that term is defined in
Section 2 below).

2. PURCHASE PRICE. Big Planet shall deliver to Nu Skin USA cash in the amount of
Three Million Two Hundred Thousand Dollars  ($3,200,000) in exchange for, and as
the total consideration for, the Leasehold  Improvements (the "PURCHASE PRICE"),
which Purchase Price shall be delivered either in cash or paid by wire transfer,
at Big Planet's option, upon the execution of this Assignment by the parties.


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3.  REPRESENTATIONS AND WARRANTIES OF NU SKIN USA. Nu Skin USA hereby represents
and warrants to Big Planet, as of the date of this Assignment, as follows:

     3.1  Description.  Attached  hereto as  Schedule  3.1 is a true and compete
description of the Leasehold  Improvements and the current net book value of the
Leasehold  Improvements  (as  shown  on Nu Skin  USA's  most  recently  prepared
financial statements) as of the date of this Assignment.

     3.2 Title.  Nu Skin USA owns the Leasehold  Improvements  free and clear of
any  liens  or  encumbrances,  and Nu Skin  USA has not  assigned,  transferred,
conveyed,  mortgaged,  deeded in  trust,  or in any  other  way  encumbered  the
Leasehold Improvements or any interest therein in any manner whatsoever.

     3.3  No  Disputes.   There  are  no  disputes   related  to  the  Leasehold
Improvements or the ownership thereof.

4. GOVERNING LAW;  JURISDICTION AND VENUE.  This Assignment shall be governed by
and  construed in  accordance  with the laws of the State of Utah  applicable to
contracts  entered into and to be performed  entirely within such State,  and no
action  involving this Assignment may be brought except in the state and federal
courts residing in Salt Lake City, Salt Lake County, Utah.

5.  MISCELLANEOUS.  The above  Recitals and all  Schedules  attached  hereto are
deemed to be incorporated herein by reference and to be made a part hereof. Each
of the parties  shall take all actions  necessary  after the  execution  of this
Assignment to consummate  the  assignment of the Leasehold  Improvements  to Big
Planet as contemplated herein.

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         IN WITNESS  WHEREOF,  the parties  have  executed  this  Assignment  of
Leasehold Improvements effective as of the date first set forth above.


                           MAPLE HILLS INVESTMENT, INC.

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


                           BIG PLANET, INC.

                           By:   /s/ Richard W. King
                           Its:  President





ATTACHED SCHEDULE:

SCHEDULE 3.1 -- DESCRIPTION OF LEASEHOLD IMPROVEMENTS