AMENDED AND RESTATED COLLATERAL AGENCY
AND INTERCREDITOR AGREEMENT

        This AMENDED AND RESTATED COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (this “ Agreement ”), dated as of August 26, 2003, is entered into among the 2000 Senior Noteholder listed on the signature pages hereof (together with assignees of such 2000 Senior Noteholder, the “ 2000 Senior Noteholders ”), the 2003 Senior Noteholder listed on the signature pages hereof (together with assignees of such 2003 Senior Noteholder and any Prudential Affiliate that may become a party hereto and assignees thereof, the “ 2003 Senior Noteholders ”), the Senior Lenders listed on the signature pages hereof (together with any assignees of such Senior Lenders, the “Senior Lenders ”) and Bank of America, N.A., as Agent for the Senior Lenders (in such capacity, together with any successor in such capacity, the “ Agent ”), any Additional Creditors that may become parties to this Agreement (either directly or through their agent), and U.S. Bank National Association, as successor to State Street Bank and Trust Company of California, N.A., in its capacity as collateral agent for the 2000 Senior Noteholders, the 2003 Senior Noteholders, the Senior Lenders, the Agent and the Additional Creditors (the “ Collateral Agent ”).

R E C I T A L S

        A.        Nu Skin Enterprises, Inc., a Delaware corporation (the “ Company ”), has issued to the 2000 Senior Noteholder its 3.03% Senior Notes due October 12, 2010 in the aggregate principal amount of JP¥9,706,500,000 (the “ 2000 Senior Noteholder Notes ”) pursuant to that certain Note Purchase Agreement, dated as of October 12, 2000 (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time, the “ 2000 Note Purchase Agreement ”), between the Company and the 2000 Senior Noteholder.

        B.        The Company and/or one or more Issuer Subsidiaries (as defined in the 2003 Private Shelf Agreement described below) may from time to time issue and sell to the 2003 Senior Noteholder and/or one or more Prudential Affiliates (as defined in the 2003 Private Shelf Agreement) its senior promissory notes in the aggregate principal amount of up to US$125,000,000 or the equivalent amount in certain other currencies (the “ 2003 Senior Noteholder Notes ”) pursuant to that certain Private Shelf Agreement, dated as of August 26, 2003 (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time, the “ 2003 Private Shelf Agreement ”), between the Company and each Issuer Subsidiary which may become party thereto, on the one hand, and the 2003 Senior Noteholder and each Prudential Affiliate which may become party thereto, on the other hand.

        C.        The Company, the Senior Lenders and the Agent have entered into a Credit Agreement dated as of May 10, 2001 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “ Credit Agreement ”), pursuant to which the Senior Lenders may from time to time make loans and other financial accommodations to the Company.

        D.        Each of the Material Domestic Subsidiaries of the Company (together with any future Material Domestic Subsidiaries entering into a guaranty agreement with respect to the Obligations (as defined below), the “ Subsidiary Guarantors ”) has entered into a guaranty agreement pursuant to which the Subsidiary Guarantors guarantee to the Senior Lenders the payment and performance of all of the Company’s obligations under the Loan Documents (as defined in the Credit Agreement) (as such guaranty agreement may be modified, amended, renewed or replaced, including any increase in the amount guaranteed thereunder, the “ Bank Obligation Guaranty ”).

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        E.        The Subsidiary Guarantors have entered into a guaranty agreement pursuant to which the Subsidiary Guarantors have guaranteed to the 2000 Senior Noteholders the payment of the 2000 Noteholder Obligations and the payment and performance of all of the Company’s obligations under the 2000 Note Purchase Agreement and the 2000 Senior Noteholders Notes (as such guaranty agreement may be modified, amended, renewed or replaced, including any increase in the amount guaranteed thereunder, the “ 2000 Note Obligation Guaranty ”).

        F.        Pursuant to the 2003 Private Shelf Agreement, (i) the Company will, with respect to any 2003 Senior Noteholders Notes issued by any Issuer Subsidiary, guarantee to the 2003 Senior Noteholders the payment of the 2003 Noteholder Obligations and the payment and performance of each such Issuer Subsidiary’s obligations under the 2003 Private Shelf Agreement and the 2003 Senior Noteholders Notes and (ii) the Subsidiary Guarantors will enter into a guaranty agreement pursuant to which the Subsidiary Guarantors will guarantee to the 2003 Senior Noteholders the payment of the 2003 Noteholder Obligations and the payment and performance of all of the Company’s and each Issuer Subsidiary’s obligations under the 2003 Private Shelf Agreement and the 2003 Senior Noteholders Notes (such guaranty agreements of the Company and the Subsidiary Guarantors as they may be modified, amended, renewed or replaced, including any increase in the amount guaranteed thereunder, collectively, the “ 2003 Note Obligation Guaranty ”).

        G.        The Company may enter into additional note purchase agreements and/or credit agreements with investors and/or lenders which become parties to this Agreement, may enter into one or more interest rate swaps or collars, foreign currency exchange agreements, equity swap agreements, commodity price protection agreements or interest rate, currency exchange, equity price or commodity price hedging arrangements (any such agreement or arrangement, a “ Hedging Agreement ”) with persons or entities which become parties to this Agreement and may incur obligations (“ Cash Management Obligations ”) in respect of overdrafts or related liabilities or in connection with treasury, depositary or cash management services, including in connection with automated clearing house transfers of funds, to persons or entities which become parties to this Agreement (any such investor, lender or other party, together with the lenders and other parties referred to in the next sentence, the “ Additional Creditors ”; and the obligations of the Company under any such agreement or arrangement or in respect of any such overdrafts or related liabilities or any such services, the “Additional Company Obligations ”), and such Additional Company Obligations may be guaranteed by one or more of the Subsidiary Guarantors pursuant to one or more guaranties (the “ Additional Subsidiary Guaranties ”). In addition, one or more Subsidiary Guarantors may become direct obligors (in respect of loans, reimbursement obligations relating to Letters of Credit, Hedging Agreements and/or Cash Management Obligations) to persons or entities which become parties to this Agreement and therefore are Additional Creditors, and the obligations of such Subsidiary Guarantors to such lenders or other parties (the “ Direct Subsidiary Obligations ” and, together with the Additional Company Obligations, the “ Additional Obligations ”) may be guaranteed by the Company and the other Subsidiary Guarantors.

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        H.        Certain foreign subsidiaries of the Company may enter into one or more guaranty agreements pursuant to which such foreign subsidiary guarantors will guarantee to the Benefitted Parties (as defined below) the payment and performance of all of the Company’s and each Issuer Subsidiary’s obligations, as the case may be, under the Senior Loan Documents (as defined below) (as each such guaranty agreement may be modified, amended, renewed or replaced, including any increase in the amount guaranteed thereunder, a “Foreign Subsidiary Guaranty ”).

        I.        The Bank Obligation Guaranty, the 2000 Note Obligation Guaranty, the 2003 Note Obligation Guaranty, any Additional Subsidiary Guaranty, any Direct Subsidiary Obligation and any Foreign Subsidiary Guaranty are each hereinafter referred to as a “Subsidiary Guaranty .” The Loan Documents, the 2000 Note Purchase Agreement, the 2003 Private Shelf Agreement, each Subsidiary Guaranty and any additional credit agreement, note purchase agreement, Hedging Agreement or agreement relating to Cash Management Obligations entered into in favor of any Additional Creditor are hereinafter referred to, collectively, as the “ Senior Loan Documents”.

        J.        The Company has secured all present and future obligations to the 2000 Senior Noteholders under the 2000 Senior Noteholder Notes and the 2000 Note Purchase Agreement (all such obligations, including, without limitation, principal, interest, Make-Whole Amounts, fees and indemnities, being referred to herein as the “ 2000 Senior Noteholder Obligations ”), all present and future obligations to the 2003 Senior Noteholders under the 2003 Senior Noteholder Notes and the 2003 Private Shelf Agreement (all such obligations, including, without limitation, principal, interest, Make-Whole Amounts, fees and indemnities, being referred to herein as the “ 2003 Senior Noteholder Obligations ”) and all present and future obligations to the Senior Lenders, including, without limitation, principal, interest, letter of credit obligations (including Contingent L/C Obligations), break-funding amounts, fees and indemnities (the “ Senior Lender Obligations ”) and may secure all Additional Obligations, pursuant to the terms of that certain Pledge Agreement dated as of October 12, 2000 between the Company and the Collateral Agent (the “ Pledge Agreement ”) and any similar documents executed after the date hereof, as the same may be amended, supplemented or modified from time to time (the “ Security Documents ”). The 2000 Senior Noteholder Obligations, the 2003 Senior Noteholder Obligations, the Senior Lender Obligations and the Additional Obligations are collectively referred to as the “ Obligations .” The 2000 Senior Noteholders, the 2003 Senior Noteholders, the Senior Lenders and the Additional Creditors are sometimes collectively referred to as the “ Benefitted Parties ” and individually referred to as a “ Benefitted Party .” The Pledge Agreement grants to the Collateral Agent, for the ratable benefit of the Benefitted Parties, a valid, perfected and enforceable first priority lien on and a security interest in 65% of the equity securities of certain foreign subsidiaries of the Company (hereinafter all of such collateral, together with all rights to payment under any Subsidiary Guaranty, shall be referred to collectively as the “ Collateral ”).

        K.        The 2000 Senior Noteholders, the 2003 Senior Noteholders, the Senior Lenders and the Additional Creditors wish to set forth their understandings and agreements regarding their respective rights and priorities with respect to amounts recovered through the exercise of any right of set off, payments received after a Triggering Event (as defined in Section 2(a), below) and proceeds of the Collateral.

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        L.        The Collateral Agent and the Benefitted Parties are parties to a Collateral Agency and Intercreditor Agreement dated as of October 12, 2000, as amended by that certain First Amendment dated as of May 10, 2001 (as amended to date, the “ Existing Collateral Agency and Intercreditor Agreement ”), and intend for this Agreement to replace and supercede the Existing Collateral Agency and Intercreditor Agreement.

        M.        Capitalized terms used herein without being defined shall have the meanings set forth in the 2000 Note Purchase Agreement.

            NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the mutual covenants and promises set forth herein, each of the parties to this Agreement agrees as follows:

1.     Sharing .

        (a)        The liens of the Collateral Agent relating to the Collateral shall be held by the Collateral Agent for the benefit of the Benefitted Parties, and any proceeds realized in respect thereof shall be shared by the Benefitted Parties and distributed in accordance with the rights and priorities set forth in this Agreement. Any Collateral Proceeds, Triggering Event Balances, Triggering Event Payments or Setoff Proceeds (as such terms are defined in Section 2(b)) shall be shared by the Benefitted Parties and distributed in accordance with the rights and priorities set forth in this Agreement. As used herein, the term “Triggering Event ” means (a) the occurrence and continuation of a Bankruptcy Proceeding (as defined below) with respect to the Company, any Issuer Subsidiary, any Subsidiary Guarantor or any Material Foreign Subsidiary, (b) the Collateral Agent’s receipt of a written notice that the unpaid principal amount of any of the Obligations has not been paid at the stated maturity thereof or has been declared to be then due and payable by the holder or holders thereof prior to the due date as a result of an event of default or (c) any exercise of any right of setoff or banker’s lien by any Benefitted Party. As used herein, the term “ Bankruptcy Proceeding ” means, with respect to any Person, a general assignment of such Person for the benefit of its creditors, or the institution by or against such Person of any proceeding seeking relief as debtor, or seeking to adjudicate such Person as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of such Person or its debts, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property.

        (b)        Notwithstanding anything to the contrary set forth herein, any Collateral Proceeds, Triggering Event Balances, Triggering Event Payments or Setoff Proceeds which are to be remitted to any Benefitted Party on account of Obligations which are Contingent L/C Obligations (as defined

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below) shall be remitted to the Collateral Agent to be held in a separate cash collateral account (the “ L/C Account ”) by the Collateral Agent and distributed by the Collateral Agent only in accordance with this Section 1(b). In the event, and upon the condition that, any Contingent L/C Obligation becomes an absolute obligation of the Company upon the honoring of a draw under any Letter of Credit (as defined below), upon receipt of written direction from the applicable Benefitted Party, the Collateral Agent shall withdraw from the L/C Account and shall pay over to such Benefitted Party (or issuing bank on behalf of such Benefitted Party) that honored such draw an amount equal to the Withdrawal Amount (as defined below) with respect to the amount of such draw together with interest on such Withdrawal Amount at the rate earned while on deposit in the L/C Account. In the event that the Collateral Agent receives written notice that any Contingent L/C Obligation lapses on account of the expiration or other termination of the applicable Letter of Credit, an amount equal to the Withdrawal Amount with respect to such lapsed Contingent L/C Obligation, together with interest on account of such amount at the rate earned while on deposit in the L/C Account, shall be released from the L/C Account and shall be distributed by the Collateral Agent to the Benefitted Parties in accordance with clause “ third ” of Section 2(c). As used herein “ Withdrawal Amount ” means the product of (a) the quotient of (i) the amount of a Contingent L/C Obligation which has then become an absolute obligation on account of a draw or the amount of a Contingent L/C Obligation which has lapsed on account of the expiration or termination of the applicable Letter of Credit, as the case may be, over (ii) the total amount of all Contingent L/C Obligations, and (b) the total amount then deposited in the L/C Account.

            As used herein, the term “ Contingent L/C Obligations ” means any and all contingent obligations of the Company to reimburse the issuers of Letters of Credit for drawings under such Letters of Credit.

            As used herein, the term “ Letter of Credit ” means a letter of credit issued by a Benefitted Party, or an issuing bank on behalf of a Benefitted Party, for the account of the Company or any of the Subsidiary Guarantors pursuant to the Loan Documents or any additional credit agreements with lenders which become party to this Agreement.

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            Each Benefitted Party agrees to deliver any Collateral Proceeds, any Triggering Event Balances, any Triggering Event Payments and any Setoff Proceeds to the Collateral Agent within two (2) Business Days after receipt (other than pursuant to subsection (c) below) of such Collateral Proceeds, Triggering Event Balances, Triggering Event Payments or Setoff Proceeds. (c) The Collateral Agent shall distribute the proceeds described in subsections (b)(i), (b)(ii), (b)(iii) and (b)(iv) above which are held in the Cash Collateral Account to the Collateral Agent and the Benefitted Parties in accordance with the following priorities:

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            The Collateral Agent shall make such distributions promptly after the deposit of any Collateral Proceeds, Triggering Event Balances, Triggering Event Payments or Setoff Proceeds into the Cash Collateral Account. A Benefitted Party’s pro rata share of the Obligations on any distribution date shall be determined by assuming that all Obligations are denominated in U.S. Dollars based upon the quoted spot rate at which the Collateral Agent’s principal office offers to exchange any applicable currency for U.S. Dollars at 11:00 A.M. (local time at such principal office) on the Business Day preceding such distribution date (the “ Applicable Exchange Rate ”). For any distribution, the Collateral Agent shall exchange the relevant portion of such distribution into the applicable currency and make each such distribution in the applicable currency.

        3.     Payment of Obligations; Distributions Recovered .

            (a)     The Company, each Issuer Subsidiary and each Subsidiary Guarantor agree that any amounts received by a Benefitted Party and delivered by such Benefitted Party to the Collateral Agent pursuant to the terms of this Agreement will not be deemed to be a payment in respect of any Obligations owing to such Benefitted Party until such Benefitted Party receives its pro rata share of such amount from the Collateral Agent and then only to the extent of the actual payment and receipt of such pro rata share; provided that no Subsidiary Guarantor shall be obligated to pay any amount in respect of the Obligations (including, in the case of an Issuer Subsidiary, in respect of its Direct Subsidiary Obligations) in excess of the maximum amount of the Obligations that may be paid by such Subsidiary Guarantor without rendering any Subsidiary Guaranty issued by such Subsidiary Guarantor (or, in the case of an Issuer Subsidiary, any of its Direct Subsidiary Obligations) void, voidable or illegal under any applicable law (including, without limitation, any fraudulent conveyance or fraudulent transfer).

            (b)     Notwithstanding anything to the contrary contained in this Agreement, in each case in which any proceeds (or the value thereof) or payments are recovered as a preferential or otherwise voidable payment (whether by a trustee in bankruptcy or otherwise) from the party (the “ Distributor ”) which distributed those proceeds to another party or parties under this Agreement, each party (a “Distributee ”) to whom any of those proceeds were ultimately distr