SERVICE AGREEMENT

     This Service  Agreement (the "Agreement") is entered into as of the ___ day
of  __________ , 1997 by and between Nu Skin Asia  Pacific,  Inc., a corporation
organized and existing under the laws of the State of Delaware, U.S.A., with its
principal  office located at 75 West Center Street,  Provo,  Utah 84601,  or its
successor  (hereinafter  referred to as "NSAP"),  and Mr.  Grant F. Pace, a U.S.
citizen residing at #3 Dapdap Street, Makati,  Philippines (hereinafter referred
to as "Pace").

                                   WITNESSETH:

         WHEREAS,  Pace  wishes  to  provide  certain  services  to NSAP as Vice
President,  Southeast Asia and Greater China,  upon the terms and conditions set
forth hereinafter;

         WHEREAS,  NSAP wishes to obtain the services of Pace as Vice President,
Southeast Asia and Greater China;

         NOW, THEREFORE,  in consideration of the mutual promises,  undertakings
and  covenants  set forth  hereinafter,  the parties  hereto  mutually  agree as
follows:

1.   Appointment  - NSAP  hereby  agrees  to  appoint  Pace as  Vice  President,
     Southeast  Asia  and  Greater  China,   and  Pace  hereby  agrees  to  such
     appointment  to  perform  the  functions  and  carry  out  the  duties  and
     responsibilities as the Vice President, Southeast Asia and Greater China on
     the terms and conditions set forth hereinafter.

     The duties and  responsibilities  of Pace's  positions will include but are
     not limited to the Position  Specifications  attached  hereto as Exhibit A.
     Pace will be notified verbally or in writing of changes or additions in his
     responsibilities during the course of this Agreement.

     In the event Pace is asked to assume responsibilities with NSAP that differ
     materially  from  those  set forth on  Exhibit A hereto,  the terms of this
     Agreement may be renegotiated at the election of either party.

     The  parties  agree  that if Pace is asked to  assume a role  with  NSAP or
     another Nu Skin affiliate  outside the scope of his role as Vice President,
     Southeast  Asia and Greater  China,  then this Agreement will be terminated
     and renegotiated.

2.   Direction  - Pace  will  be  subject  to and  act in  accordance  with  the
     directions, rules, regulations and instructions issued from time to time by
     the Board of Directors and the  President,  Chief  Executive  Officer,  and
     Chief Operating Officer of NSAP.


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3.   Compensation  - Pace will receive the following  compensation  and benefits
     for services rendered to NSAP. No other compensation or benefit,  direct or
     indirect,  other than allowances  specifically mentioned in this Agreement,
     will be paid to or received by Pace.

     a.   Base Salary:  Pace will receive a gross  annual  salary of  US$200,000
          divided into twenty-six (26) equal bi-weekly  installments,  effective
          September 22, 1997.

     b.   Foreign  Service  Supplement.  Pace will  receive  a  foreign  service
          supplement  of  US$100,000  divided into twelve (12) equal  monthly or
          bi-weekly  installments,  effective  September  22, 1997.  The foreign
          service  supplement  will be paid  simultaneously  with payment of the
          base salary.

     c.   Adjustments to Base Salary and Foreign  Service  Supplement.  The base
          salary and foreign  service  supplement  will be  increased by no less
          than twelve percent (12%) per year for calendar  years 1999,  2000 and
          2001.  The  increases  will be  effective  on  January 1 of each year.
          Thereafter,  the base salary and foreign  service  supplement  will be
          reviewed and adjusted annually by the NSAP Board of Directors.

     d.   Incentive  Bonus:  Pace will be  eligible  to  participate  in a Bonus
          Incentive  Plan (based on  profitability,  cost  efficiencies,  sales,
          etc.),  as such  plan may be  employed  by NSAP from time to time (the
          "Bonus Plan").  The extent of the incentive  bonus and the factors and
          measurements  used to determine the incentive bonus will be determined
          from time to time by the Board of  Directors of NSAP and will be based
          upon the  performance of those  operations  which Pace  oversees,  the
          attainment  of  specified  goals within each such  operation,  and the
          attainment of specified  bonus levels for the country general managers
          supervised by Pace under the general manager Long-Term Incentive Bonus
          Plan.  The Bonus  Plan will  enable  Pace to qualify  for annual  cash
          bonuses of up to 50% of his then  applicable  combined base salary and
          foreign service supplement, with no deferred bonuses.

     e.   Signing Bonus. Upon execution of this Agreement, NSAP will pay to Pace
          the sum of $55,250 in lieu of any other bonus  payments  for  calendar
          year 1997.

     f.   Stock  Grant.  NSAP hereby  agrees to make a stock bonus award of that
          number  of shares of NSAP  Class A Common  Stock as has a fair  market
          value (as quoted on the New York Stock  Exchange)  of $50,000 per year
          for three years,  with the shares being awarded on September 22, 1998,
          1999 and 2000.

     g.   Stock Option Plan.  Pace shall be eligible to  participate  in a Stock
          Option Plan  implemented  for key employees of NSAP. The initial stock
          option shall be to


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<PAGE>


          acquire  19,000 shares of Class A Common Stock at a purchase  price of
          $20.875/share,  which  option  shall  vest  over a  four-year  period.
          Although  it is  intended  that a similar  option  grant shall be made
          annually,  additional  stock  option  grants  shall  be  made  in  the
          discretion of the NSAP Board of Directors.

     h.   International Assignment Policy for Expatriates. Pace will participate
          in  NSAP's  standard   benefits   available  under  its  International
          Assignment Policy for Expatriates ("IAPE"). The standard IAPE shall be
          modified for Pace,  however, in accordance with the terms set forth on
          Exhibit B hereto, which shall supersede NSAP's standard IAPE.

     i.   Employee  Benefit Plans. As an employee of NSAP, Pace will be entitled
          to  participate  in any employee  benefit plans made available to NSAP
          employees  generally,  including health,  dental,  life and disability
          insurance,   and  401(k)  profit  sharing  plans.  Pace  acknowledges,
          however,  that as an expatriate employee,  his right to participate in
          such plans may be limited.  The benefits made  available to Pace under
          the IAPE are intended to offset any  limitation  on Pace's  ability to
          participate in any other standard employee benefit plan.

     j.   Severance.  In the event Pace's  employment  hereunder  is  terminated
          "without cause," as defined in Section 8b. below, he shall be entitled
          to the severance benefits set forth in Section 8c. below.

4.   Service Hours - Pace's  regular  service hours are 40 hours per week Monday
     through Friday.  It is understood  that in light of his positions,  he will
     likely be required to provide services or engage in travel that will extend
     well  beyond  normal  service  hours.  It is  further  agreed  that  Pace's
     remuneration has been set with this fact in mind and that Pace has no right
     to ask for additional compensation for such extra services.

5.   Confidentiality - Without the written approval of NSAP, Pace will not copy,
     use or disclose to others (or cause any copying,  use or  disclosure),  for
     Pace's own benefit or otherwise,  any  information,  knowledge or data that
     Pace  receives  or  develops  during  his  period  of  employment  which is
     proprietary  to NSAP or any of their  affiliates or which is  confidential,
     including  information  contained in formulas,  business  plans,  financial
     data,  vendor lists,  product and marketing  plans,  distributor  lists and
     other trade secrets or  information  that any of NSAP or its affiliates has
     generated  or  which  is  has  received  in  confidence  from  others.  The
     confidentiality  obligation  set forth herein shall survive  termination of
     this Agreement and shall therefore be applicable to Pace after  termination
     of his employment.  In addition to this  provision,  Pace agrees to execute
     and become bound by the terms of any Confidentiality Agreement used by NSAP
     with its employees generally. A copy of the current form of Confidentiality
     Agreement is attached hereto as Exhibit C.


                                       3


6.   Non-Competition  - Pace hereby agrees that he will not,  during the term of
     this Agreement, and until the earlier of (i) one year immediately after the
     termination of this Agreement,  or (ii) the date as of which NSAP ceases to
     pay to Pace,  either as an employee  or an  independent  contractor,  a sum
     equal to the monthly base salary and foreign service  supplement payable to
     Pace  hereunder  (unless  Pace is  terminated  "for  cause,"  as defined in
     Section  8b below,  in which  case only the  one-year  period  set forth in
     clause (i) above  shall  apply)  directly  or  indirectly,  by any means or
     device  whatsoever,  for himself or on behalf of or in conjunction with any
     person, partnership, or corporation, do any one or more of the following:

     a.   provide  services  to,  or be  affiliated  with any  enterprise  which
          provides  services or products  similar to NSA's services or products
          through multi-level marketing channels;

     b.   divert,  take away,  or attempt to take away any NSAP or other Nu Skin
          distributors,  employees  with whom NSAP or another Nu Skin  affiliate
          has a  non-competition  agreement,  or  accounts  which  Pace may have
          become aware of through information  furnished to or generated by Pace
          in  connection  with his  employment  or by any  employee  or agent or
          former employee or agent of NSAP or its affiliates; or

     c.   compete with NSAP or render services for a competitor of NSAP involved
          in multi-level marketing.

         This  non-competition  provision  shall not  relate to those  companies
         specifically  identified  on  Exhibit  D  hereto  within  the  scope of
         activities  described  for each  company.  Pace  acknowledges  that the
         one-year  period  during which he cannot be involved in any  activities
         which compete  directly or indirectly  with NSAP after  termination  of
         this Agreement is a justifiable and acceptable  period of time in light
         of the significance of the scope of Pace's  employment  hereunder,  and
         that the terms of this  Agreement  and the  remuneration  and  benefits
         payable  to  Pace  hereunder  are  sufficient  consideration  for  such
         agreement.  Should NSAP elect to enforce this non-competition provision
         following  termination,  it shall inform Pace of such  election  within
         thirty days of termination of Pace's employment.

7.   Assignment of Work Product.  Pace agrees to promptly  disclose to NSAP, and
     hereby assigns to NSAP, free from any obligation to Pace, all right,  title
     and   interest  in  and  to  any  and  all  ideas,   concepts,   processes,
     improvements,  and inventions made,  conceived or disclosed or developed by
     Pace during the term of this Agreement which relate to the business of NSAP
     or resulting from or suggested by any work Pace may do for NSAP. Pace shall
     have  the  right  to  retain  the  copyright  to  any  books,  articles  or
     publications   unrelated  to  NSAP's  business  of  multi-level   marketing
     generally.


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8.   Term of Agreement

     a.   This  Agreement  will be  effective  as of  September  22,  1997,  and
          continue in full force and effect  until  August 31, 2000 (with annual
          renewals  thereafter  prior to the  expiration of the previous term of
          the Agreement) or until terminated as set forth in section 8b below.

     b.   NSAP may terminate this Agreement for any reason at any time by giving
          Pace 60 days advance notice.  The Agreement may be terminated  without
          notice by NSAP "for  cause"  if Pace (1)  breaches  his  duties as set
          forth in this Agreement, or (2) has been negligent or dishonest in the
          discharge of his duties,  or (3) has become  incapable of carrying out
          his duties for any reason,  or (4) is subject to any event or activity
          outside the scope of his employment, which event or activity is not in
          keeping with the image and values of NSAP.  The decision as to whether
          to terminate Pace for cause will be made in the sole discretion of the
          NSAP Board of Directors.

     c.   In the event NSAP  terminates  this  Agreement  for cause,  it will be
          liable only for compensating Pace through the date of his termination,
          unless  termination  for cause is the result of an accident or illness
          that has rendered  Pace  incapable  of carrying out his duties  (i.e.,
          Pace  will  not be  eligible  to  receive  any  contractual  severance
          benefits  nor the  payments  that  might  otherwise  be payable to him
          hereunder during the one-year  non-competition  period).  In the event
          NSAP terminates this Agreement without cause, NSAP will be liable only
          for compensating Pace for remuneration  specified in Section 3a and 3b
          above, with additional monthly payments equal to the value of the IAPE
          benefits received by Pace (the "Additional  Severance  Payment") for a
          period of six months following the date of termination,  provided that
          NSAP may elect to continue to pay Pace the sums due under  Sections 3a
          and 3b above along with the  Additional  Severance  Payment to enforce
          the one-year  non-competition  provision set forth in Section 6 above.
          The Additional  Severance Payment is intended to replace  the IAPE and
          other  employee  benefits  generally.  Therefore,  Pace  shall  not be
          entitled  to  any  of  the  IAPE  or  other  employee  benefits  after
          termination.

     d.   This  Agreement  shall be  automatically  terminated in the event Pace
          accepts employment with a Nu Skin affiliate other than NSAP. The terms
          of  employment  with the Nu Skin  affiliate  shall be  negotiated  and
          confirmed in a replacement Service Agreement.

9.   Tax  Returns - Filing  annual  income tax  returns  with the  relevant  tax
     authorities,  and with any other  authorities to which Pace may be subject,
     shall be handled in the manner set forth in NSAP's  IAPE,  as  clarified in
     the attached Exhibit B.


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<PAGE>


10.  Entire Agreement - This Agreement contains the entire agreement between the
     parties relating to the subject matter hereof. No modification,  alteration
     or amendment of this Agreement and no waiver of any provision hereof may be
     made  unless such  modification,  alteration,  amendment,  or waiver is set
     forth in writing signed by the parties hereto.

11.  Governing Law - This  Agreement  will be construed in  accordance  with and
     governed by the laws of Utah. Any action brought hereunder shall be brought
     in an appropriate  state or federal court located within the State of Utah,
     to which both parties hereto consent to jurisdiction.

12.  Prevailing  Language - This Agreement may be executed in  counterparts,  in
     the English  language,  each of which will be deemed an original but which,
     taken together, will constitute one and the same instrument.



                     [This space intentionally left blank.]


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<PAGE>


IN  WITNESS   WHEREOF,   the  parties   hereto  and/or  their  duly   authorized
representatives have executed this Agreement as of the date first above written.


Nu Skin Asia Pacific, Inc.                           Grant F. Pace



By  /s/
    Name:                                             (Signature)
    Title:


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<PAGE>


                                   EXHIBIT A

DUTIES AND RESPONSIBILITIES AS VICE PRESIDENT, SOUTHEAST ASIA AND GREATER CHINA:

1.   Report to and assist the NSAP Chief Operating Officer and other appropriate
     personnel in developing  the strategic  and  operational  plans for Taiwan,
     Hong Kong,  Thailand,  the  Philippines,  the  People's  Republic of China,
     Indonesia, Malaysia, Singapore and Vietnam which, with other country plans,
     forms the basis of the NSAP operational strategy.

2.   Develop and implement the operating and capital budget necessary to support
     the NSAP strategic plan in the region.

3.   Oversee and support local GMs in their efforts to train, motivate, support,
     encourage and monitor the activities of all distributors working within the
     local markets.  Focus on developing  relationships with distributor leaders
     operating  in the local  country to engender  confidence  in the  company's
     commitment  to their  success.  Plan  distributor  activities  and training
     including  event time-line  calendars,  list of  participants,  activities,
     courtesy calls, open-houses, press conferences, etc.

4.   Proactively   manage  the  development  and   introduction  of  appropriate
     products,   sales  aids,  and  distributor  incentive  programs  for  local
     distributors.

5.   Direct the design and  implementation  of quality assurance and performance
     measurement standards for the region.

6.   Design and implement  methods and strategies for improving market share and
     profitability.

7.   Ensure that the strategic plan is implemented in the region in an efficient
     and effective manner which will maximize a return on investment.

8.   Ensure  that  all  aspects  of local  operations  comply  with  appropriate
     government regulations and all aspects of licensing, wholesale distribution
     and other intercompany agreements.

9.   Conduct quality assurance and personal performance appraisals as needed.

10.  Meet with  government  and senior  business or DSA  officials  and with the
     press  as  needed  with  a  view  to  maintaining   healthy  and  favorable
     relationships with regulators, the business community and the press.

11.  Keep COO informed at all time of trends.

12.  Oversee the hiring, training and performance of all GMs in the region.


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<PAGE>


13.  Follow established Nu Skin and regional policies and procedures in ensuring
     that  an  efficient,  profitable  and  service-oriented  company  is  being
     operated.

14.  Assist the General  Managers and Regional  Controller in the development of
     operating budgets for the region annually.

15.  Ensure that each  country  within the  Greater  China  Region is  following
     corporate policies and procedures. Where unclear, work with NSAP to develop
     necessary policies and procedures.

16.  Approve  all  non-capital  and  non-asset/liability  expenditures  for each
     country within the region that exceed the approved budget by less than 10%.
     For those expenses  exceeding 10% of the approved  amount,  seek COO or CFO
     approval.

17.  For  corporate  and regional  cash flow  concerns,  approve all capital and
     asset/liability  expenditures,  which may or may not have  been  previously
     budgeted  within the region up to  US$20,000,  insuring  that all corporate
     assets are properly  managed and proper turnover and  profitability  ratios
     are maintained.

18.  Ensure that the local  operations are properly  complying with all relevant
     government regulations.

19.  Report status, in a timely manner, of all relevant matters for each country
     entity,  the  regional  office  and  any  trends,   concerns,   changes  in
     regulations   or  operations   which  might  affect  Nu  Skin   operations,
     competitors, or significant others within the region to NSAP headquarters.

20.  Conduct  personal  performance  appraisals on at least an annual basis with
     all  general  managers  in  the  region  and  relevant  regional  staff  in
     connection with NSAP corporate.


                                       9


<PAGE>


                                   EXHIBIT B

ADDENDUM TO SERVICE AGREEMENT WITH GRANT F. PACE

             Modifications to the Nu Skin "International Assignment
                         Policy for Expatriates (IAPE)"

By mutual  agreement,  the following  take  precedent over the provisions in the
IAPE and  will  govern  in tone as well as in  enumerated  specifics.  [Numbered
section  headings are from relevant IAPE sections.  References in brackets refer
to changes, modifications, or enhancements of IAPE policies.]

I.       INTRODUCTION
Long Term  Assignment:  The full IAPE (as modified herein) will be available for
the duration of your time abroad.  (We recognize that your appointment  overseas
is open ended and is expected to be of an extended  duration,  possibly beyond 5
years, and that this differs from IAPE Introduction, page 2.)

5.       SHIPMENT AND STORAGE OF HOUSEHOLD GOODS
Storage of Household  Goods:  Nu Skin will  continue  storage of your  household
goods for so long as you remain overseas. Should you choose to remove these from
storage, Nu Skin will reimburse you the cost of their removal and transportation
to Salt Lake/Provo,  or arrange for their shipment to Salt Lake/Provo at Nu Skin
expense.  (Nu Skin  understands  and accepts  that some of the items  stored and
shipped may be among those listed on IAPE page 6 but will not include a car.)

Shipment of Goods:  Nu Skin agrees to ship,  at a time  convenient  to you,  one
container to the  Philippines for which Nu Skin will cover the cost of shipping,
handling,  and insurance charges.  You will use your best efforts to arrange for
duty free importation of these goods. (Nu Skin understands and accepts that some
of the items  shipped  may be among  those  listed on IAPE page 6 but that in no
event will it include a car.) This benefit will not foreclose the possibility of
a later  shipment as provided on IAPE page 9 to address  needs arising out of an
extended stay abroad or relocation  to another place of assignment  (e.g.  Latin
America).

9.       HOME COUNTRY HOUSING
Home  Management  Program:  Nu Skin will pay the usual fees of a home management
service  (PPH) for rental and other  management  of your home in Boston,  with a
stop  loss  provision  in the event the home  remains  unrented  for more than 2
months.  Please  arrange  to have  PPH  invoices  sent  directly  to Nu Skin for
payment.  As a result of direct  payment by Nu Skin,  there will be no  Property
Management Fee reimbursement to your paycheck.  (This differs from some items on
IAPE pages 12, 13, 16.)

Home Sale Assistance:  In addition to the Home Management Program, you may elect
at any time for Nu Skin assistance in selling your home through reimbursement of
customary seller's closing costs,  excluding  Realtor's fees. [This differs from
IAPE page 13.] Nu Skin


                                       10


<PAGE>


will pay no  repurchase  expenses  should  you wish to buy a  replacement  home.
However,  consistent with IAPE policy,  we encourage you to retain a home in the
U.S. and will apply the Home Management Program to a replacement home.

10.      PHYSICAL EXAMINATIONS/MEDICAL EXPENSES
Annual  Physical  Examinations:  In view of the  extended  nature  of your  stay
abroad,  Nu Skin will reimburse  reasonable  expenses (beyond medical  insurance
coverage) for you and each member of your family to have  complete  physical and
dental examinations annually,  during your annual home leave if feasible.  [This
is consistent with, but a modification of IAPE page 13.]

12.  INTERNATIONAL  SALARY
International   Salary  (U.S.  plus  Asian  Salary):  The  agreed  Asian  salary
(international  service premium) will be included with your U.S. base salary for
the purpose of determining  pension,  life insurance or other employee benefits.
(Page 2, 14, 15.) The  international  service premium will be discontinued  upon
your  repatriation  to  the  U.S.,  but  will  instead  be  replaced  through  a
renegotiated  base U.S.  salary  together  with  other  matters  related to your
compensation. [This differs from IAPE pages 15 & 24.]

13.      GOODS AND SERVICES (G&S) DIFFERENTIAL
Goods and Services  Differential:  This will be such percentage as determined by
ORC,  but will be paid on 100% of your  International  Salary  (U.S.  plus Asian
salary). [This differs from IAPE page 16.]

Method  of Pay:  You  will be paid out of Hong  Kong,  in U.S.  dollars  (or its
equivalent in any other  currency you may direct) to Citibank or such other bank
as you may direct. [This is an enlargement of IAPE page 17.]

14.      HOUSING DIFFERENTIAL
Housing:  Nu Skin will pay  directly  all rental and  related  fees (home  owner
association  dues,  etc.) At #3 Dapdap Street,  Makati,  Philippines,  including
utilities and air  conditioning  maintenance,  (and other repairs or maintenance
not  covered  by  the  landlord  in  the  Lease  Agreement.)  Utilities  include
charges/expenses  for electricity,  gas, telephone (except  non-business related
long distance calls), water and sewage, garbage removal,  water treatment,  yard
maintenance,  and pest control (as necessary).  [Nu Skin  acknowledges that this
differs from and is an  enlargement  upon IAPE pages 18-22,  and that the rental
paid  is  beyond  the  policies  of  Runzheimer.]  We  understand  that  in  the
Philippines  rent is generally paid two years in advance,  and that Nu Skin will
be expected to reimburse Sara Lee Philippines  Inc. for the remaining  period of
your  home  lease.  A  hypothetical  housing  deduction  will be  calculated  by
Runzheimer and withheld from your base pay.

Home  Appliances:  We understand  that many  appliances in the home at #3 Dapdap
were  purchased  for you by Sara Lee (or  previously  Avon).  Nu Skin  agrees to
purchase these from Sara Lee at a fair value recognizing the years of use, or to
replace them.  Please  provide a schedule of these items  recommending  purchase
from Sara Lee or elsewhere.


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<PAGE>


15.      INCOME TAX POLICIES
Tax Equalization: A hypothetical tax will be calculated as provided on IAPE page
23,  except  that Nu Skin will  assess you no state tax (zero) and  withhold  no
state tax.  Assumptions  used in the calculation of the hypothetical tax will be
shared with you and will include 7  dependents,  and at your request the payment
of a full 10% tithing and 2% fast  offering as charitable  contributions  to the
LDS church.  Actual tax  liability  will be paid by Nu Skin as  calculated by an
outside  accounting  firm  acceptable  to Nu Skin and me, which will prepare and
file  foreign and Federal  U.S.  returns at Nu Skin  expense.  Nu Skin will also
protect you from incremental taxes on any non-U.S.  NSAP income or benefits that
results from expatriation.

Medicare  and FICA:  These will be withheld  during the  expatriate  assignment,
except  that Nu Skin will  consider  legal  alternative  structures  which would
permit both Nu Skin and you to avoid this withholding.

16.      INCENTIVE PREMIUMS AND ALLOWANCES
Mobility  Premium:  Because you are  already  resident  in the  Philippines,  no
mobility premium will be paid,  however, a premium will be paid in the event you
are relocated to another assignment.

Hardship Allowance: This is to clarify that the hardship allowance calculated by
Runzheimer will be paid on the full  international  salary (U.S. plus Asian) and
will be net of taxes.

17.      TRAVEL EXPENSES
Travel Expenses: Travel for all trips will be at business class fare, except for
the Christmas  trip home of college  students  which will be economy class fare.
[This is a modification  from the economy class fare referred to on Pages 4 & 25
of the IAPE.] Business travel for Nu Skin in Asia is also at business class fare
and is pre-approved  with your  employment.  Travel outside the region should be
cleared with the Chief of International Operations in Provo.

19.      RELOCATION ALLOWANCE
Relocation  Allowance:  The relocation allowance specified in this section, IAPE
page 26 will not be paid since you are already settled in your home. However, Nu
Skin will cover any ancillary  expenses arising out of your settlement with Sara
Lee as adjustments are made in appliances, furnishings, etc.

20.      EDUCATION ASSISTANCE
Dependent Education: Nu Skin will pay for the elementary and secondary education
of your children at the International School Manila, and will reimburse tuition,
lab fees, textbooks,  uniforms,  supplies,  and other miscellaneous  educational
related  items.  Nu Skin will also pay directly or reimburse all school  related
transportation expenses.

College Student Christmas Trip:  Dependent children attending school outside the
host country will be entitled to travel home for Christmas at Nu Skin expense at
economy  class fare.


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<PAGE>


Should the family  gather  elsewhere for  Christmas,  the  equivalent  amount in
airfare may be applied to travel expenses elsewhere.  [This is a modification of
the IAPE page 28.]

21.      PROVISION OF AN AUTOMOBILE
Automobile:  Nu Skin  will  lease (or  purchase  if lease is not  available)  an
automobile for my position (e.g. Mercedes, BMW, Toyota Crown, etc.) for business
related purposes.  The replacement period for the car will be 3 years,  although
you may opt to defer  replacement for an additional  year. Nu Skin will also pay
directly for insurance,  gasoline,  oil and all  maintenance.  Accordingly,  the
concept  of  "transportation   allowance"  will  not  be  applied.  [This  is  a
modification of IAPE pages 28, 29.]

Driver:  Instead  of a "Driver  Allowance"  (which  will not be paid to you),  a
driver of your  choosing  will be  employed  by Nu Skin in the  Philippines  and
assigned to you as your personal driver.

22.      CLUB MEMBERSHIPS
Club  Memberships:  In recognition of your position as a senior  executive of Nu
Skin, Nu Skin will pay the entrance fees and monthly  subscriptions/dues  to one
club of your  choosing.  As an  alternative,  you may elect to submit for direct
payment all reasonable fees,  dues, usage charges,  and purchases at any club or
clubs to which you belong in the Philippines, not to exceed an annual average of
$1500 per month  (adjusted  annually for local  inflation).  Business use of any
such clubs should of course be charged to the correct Nu Skin budget.

25.      HOME LEAVE AND VACATION
Home Leave:  Home leave will be provided  annually for all family  members,  the
first of which you will be entitled to beginning in June 1998. Home leave travel
will be at business  class airfare round trip from Manila to Boston,  which fare
may if you choose,  be used for travel related  expenses  elsewhere and at other
times. (This is a modification of IAPE pages 30-33.)

Vacation: By virtue of your seniority and position, you are formally entitled to
20 working days vacation  (inclusive  of home leave),  plus travel time. Nu Skin
understands,  however,  that the demands and  pressures of your  assignment  may
necessitate  other "time  off"  from  time to  time.  This  should  be  handled
informally with the Chief of International Operations.

34.      RETURN SHIPMENT OF GOODS
Return Shipment of Goods: Upon conclusion of your assignment abroad for whatever
reason,  (whether  voluntary  or  involuntary),  Nu Skin  will  ship all of your
household  goods and personal  belongings back to the U.S., or other location of
your choosing.  The only exception to this benefit is if you should  voluntarily
leave Nu Skin to work with another company, in which case you should expect that
your new employer would relocate your household  goods to the U.S. Since you are
now already resident in the Philippines, the weight and space limitations of the
IAPE will not apply.


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                                   EXHIBIT C

CONFIDENTIALITY AGREEMENT


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                                   EXHIBIT D

PRE-EXISTING RELATIONSHIPS AND IDEAS


The following are pre-existing ideas, concepts, and relationships that belong to
Grant F. Pace:

1.   All  products  or  concepts  or  sales  opportunities  arising  out  of the
     laboratories  of  independent  contractors  of  Cooke  Pharma  Inc.  or any
     affiliates or related companies.

2.   All  products  or  concepts  in  conjunction  with or  related to the Solex
     product of Bayer A.G.  laboratories wherever located, or any related insect
     termination products.

3.   All relationships or products opportunities arising from or in relationship
     with Cutco International,  or Vector Marketing, as long as no such products
     or  opportunities  compete  directly  with  Nu Skin  in Nu  Skin's  product
     categories or in multi-level marketing generally.

Nothing  herein  shall  relieve  Pace of his  fiduciary  duties of loyalty as an
officer of Nu Skin Asia Pacific.