TAX SHARING AND INDEMNIFICATION AGREEMENT

EX-10.37

                    TAX SHARING AND INDEMNIFICATION AGREEMENT

         THIS TAX SHARING AND   INDEMNIFICATION   AGREEMENT (the   "Agreement")   is
dated as of December 31, 1997,   is by and among Nu Skin   International,   Inc., a
Utah corporation   ("NSI"), Nu Skin USA, Inc., a Delaware   corporation   ("NUSA"),
and the   shareholders   of NSI and NUSA and their   successors   and   assigns   (the
"Shareholders").

                                    RECITALS

         WHEREAS, NSI and NUSA have entered into a Contribution and Distribution
Agreement dated as of December 31, 1997 (the "Distribution Agreement"); and

         WHEREAS,   pursuant to the Distribution Agreement,   NSI shall distribute
all   the   issued   and   outstanding   common   stock   of   NUSA   (pro   rata)   to the
Shareholders (the "Distribution"); and

         WHEREAS, there are no tax allocation agreements between NSI and NUSA;

         WHEREAS,   NSI and NUSA each have been   taxed as an "S   corporation"   as
that term is   defined   in   Section   1361 of the Code at all times   during   their
respective existences;

         WHEREAS,   the   Shareholders   intend to transfer   the stock of NSI along
with the stock of other   corporations to Nu Skin Asia Pacific,   Inc., a Delaware
corporation ("NSAP") in exchange for stock of NSAP.

         WHEREAS,   NSI   will   receive   or   has   received   an   opinion   of   Price
Waterhouse that the Distribution, taking into account the contribution of NSI by
the   Shareholders   to NSAP,   will qualify for tax-free   treatment   under Section
368(a)(1)(D) and 355 of the Code;

         WHEREAS,   NSI,   NUSA and the   Shareholders   desire   to enter   into this
Agreement to provide for the allocation   among NSI, NUSA and the Shareholders of
all   responsibilities,   liabilities and benefits   relating to or affecting Taxes
(as hereinafter defined) paid or payable by any of them for all taxable periods,
whether   beginning   before,   on or after the   Distribution   Date (as hereinafter
defined), to indemnify NSI if the Contribution and Distribution fails to qualify
for tax-free   treatment under Section   368(a)(1)(D)   and 355 of the Code, and to
provide for certain other matters.   This   Agreement   also provides,   among other
things,   for NUSA, NSI and the   Shareholders to assist each other for an interim
period in the preparation of Tax Returns (as hereinafter defined) required to be
filed after the Distribution Date.
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         NOW,   THEREFORE,   in consideration of the mutual covenants and promises
contained   herein,   and other good and valuable   consideration,   the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                                    AGREEMENT

                                   ARTICLE I.

                                   DEFINITIONS

          Section 1.1 As used in this   Agreement,   the following terms shall have
the   following   meanings   (such   meanings to be equally   applicable   to both the
singular   and the plural   forms of the terms   defined).   Capitalized   terms used
herein and not otherwise   defined   shall have the meanings   given to them in the
Distribution Agreement.

         "Action" shall have the meaning ascribed to such term in Section 4.1.

         "Change"   shall mean (i) any audit,   amendment or other change in a Tax
Return, or (ii) the expiration of the statute of limitations with respect to any
Tax Item allocated to NUSA and/or NSI in the Workpapers; provided, such Tax Item
was not subject to a Change by application of clause (i) of this definition.

         "Closing   Balance Sheets" shall mean the NUSA Closing Balance Sheet and
the NSI Closing Balance Sheet.

         "Code" means the Internal   Revenue Code of 1986, as amended,   and shall
include corresponding provisions of any subsequently enacted federal tax laws.

          "Corporate-Level   Restructuring   Taxes" shall mean Restructuring   Taxes
payable by NSI or NUSA.

         "Corporate-Level   Taxes"   means Taxes that are taxed to NSI or NUSA and
not to the Shareholders.

         "Distribution"   shall   have the   meaning   ascribed   to such term in the
recitals.

         "Final   Determination" shall mean the final resolution of the liability
for any Tax Item for a taxable   period,   (i) by IRS Form 870 or   870-AD   (or any
successor forms   thereto),   on the date of acceptance by or on behalf of the IRS
with respect to United States Federal taxes,   or by a comparable   form under the
laws of other jurisdictions; except that a Form 870 or 870-AD or comparable form
that   reserves   (whether by its terms or by   operation   of law) the right of the
taxpayer to file a claim for refund and/or the right of the taxing   authority to
assert a   further   deficiency   for any Tax Item   shall   not   constitute   a Final
Determination for such Tax Item; (ii) by a decision,   judgment, decree, or other
order   by a   court   of   competent   jurisdiction,   which   has   become   final   and
unappealable; (iii) by a closing agreement or accepted offer in compromise under
Section 7121 or 7122 of the Code,   with respect to Federal Taxes,   or comparable
agreements as to other Taxes under the laws of other   jurisdictions;   (iv) by an
allowance of a refund or credit in respect of any   overpayment   of Tax, but only
after the expiration of all periods during which such refund may be recovered by
the Tax imposing jurisdiction; or (v) by any other final disposition,   including
by reason of the expiration of the applicable statute of limitations.
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         "IRS" shall mean the Internal Revenue Service.

         "NSI   Businesses"   means the   businesses   conducted by NSI   immediately
following the Distribution.

         "NSI Closing   Balance Sheet" shall mean the balance sheet of NSI, dated
as of December 31, 1997.

         "NSI Group" shall mean NSI and all   of its future subsidiaries.

         "NSI" shall have the meaning ascribed to such term in the preamble.

         "NUSA   Businesses"   means the businesses   conducted by NUSA immediately
following the Distribution.

         "NUSA   Closing   Balance   Sheet" shall mean the balance   sheet of NUSA ,
dated as of December 31, 1997.

         "NUSA Group" shall mean NUSA and all of its future subsidiaries.

         "NUSA" shall have the meaning ascribed to such term in the preamble.

         "Permanent Tax Item" shall mean any Tax Item other than a Temporary Tax
Item.

         "Reorganization"   shall   mean   NSI's   distribution   of all of the   NUSA
shares to the Shareholders.

         "Restricted   Period"   shall   mean the   two-year   period   following   the
Distribution Date.

         "Restructuring   Taxes"   means any Taxes   (other   than   Transfer   Taxes)
resulting   from   the   Reorganization   or   the   Distribution   including,   without
limitation,   any Tax arising   pursuant to, or as a result of, Section 311 of the
Code.

         "Settlement   Amount"   shall have the   meaning   ascribed to such term in
Section 4.1.
<PAGE>
         "Tax Benefit"   means any item of loss,   deduction,   credit or any other
Tax Item which decreases Taxes paid or payable.

         "Tax Detriment" means any item or income,   gain, recapture of credit or
any other Tax Item which increases Taxes paid or payable.

         "Tax Item"   means any   return,   form,   filing,   questionnaire   or other
document   required to be filed (or which may be filed),   including   requests for
extensions of time, filings made with estimated tax payments,   claims for refund
and amended returns that may be filed,   for any period with any taxing authority
(whether   domestic or foreign) in connection   with any Tax or Taxes   (whether or
not a payment is required to be made with respect to such filing).

         "Tax   Returns"   means   any   return,   declaration,    statement,   report,
schedule,   certificate,   form,   information   return or any other   document   (and
related or   supporting   information)   including an amended tax return filed with
respect to Taxes.

         "Taxes" means all forms of taxation,   whenever created or imposed,   and
whether of the   United   States or   elsewhere,   and   whether   imposed by a local,
municipal,   governmental,   state, federation or other body, and without limiting
the generality of the foregoing,   shall include income,   sales, use, ad valorem,
gross   receipts,   value   added,   franchise,   transfer,   recording,   withholding,
payroll,   employment,   excise, occupation, and property taxes, together with any
related interest, penalties and additions to any such tax, or additional amounts
imposed by any taxing   authority   (domestic   or foreign)   upon NSI or NUSA their
divisions or branches or upon the Shareholders.

         "Temporary   Tax Item"   shall   mean any Tax Item to the   extent   the Tax
Detriment or Tax Benefit   relating to such Tax Item in one tax period creates or
results from a corresponding   Tax Benefit or Tax Detriment,   respectively,   in a
different tax period;   provided,   that if the parties cannot agree whether a Tax
Item is a Temporary Tax Item, then generally accepted   accounting   principles in
effect on the Distribution Date shall determine if a Tax Item is a Temporary Tax
Item.

         "Transfer Taxes" shall mean any real property transfer or gains, sales,
use,   transfer,   value added,   stock   transfer,   and stamp taxes,   any transfer,
recording,   registration,   and other fees,   and any similar   Taxes which   become
payable in connection with the Distribution or Reorganization.

          "Workpapers"   shall mean the workpapers   underlying the   preparation of
the 1997 Federal Tax Return of NSI and the Closing Balance Sheets.
<PAGE>
                                   ARTICLE II.

                      PREPARATION AND FILING OF TAX RETURNS

         Section 2.1 Manner of Preparation. All Tax Returns of NSI or NUSA filed
after the   Distribution   Date shall be prepared   on a basis which is   consistent
with the tax opinions   obtained from Price   Waterhouse   in   connection   with the
Reorganization   and the Distribution (in the absence of a controlling   change in
law or circumstances)   and shall be filed on a timely basis (including   pursuant
to extensions) by the party responsible for such filing under this Agreement. In
the   absence   of a   controlling   change   in law or   circumstances,   or except as
otherwise agreed in writing, all Tax Returns of NSI or NUSA filed after the date
of this Agreement   shall be prepared on a basis   consistent   with the elections,
accounting   methods,   conventions,   and principles of taxation used for the most
recent taxable periods for which Tax Returns of NSI involving   similar Tax Items
have been filed,   except   that,   with   respect to Tax Items not   relating to the
Reorganization or Distribution,   one party may take an inconsistent   position to
the extent that, with respect to Tax Items not relating to the Reorganization or
Distribution,   such   position does not create a Tax Detriment to the other party
or to the Shareholders of the other party.

         Section 2.2 Pre-Distribution Tax Returns.

                  (a) All federal or state   income Tax Returns that are required
         to be filed for periods beginning before the Distribution Date shall be
         prepared and filed by the Shareholders or by NSI.

                  (b) All Tax Returns for state and local sales, use,   property,
         transfer and other Taxes for periods   beginning before the Distribution
         Date which are not   measured by income   shall be prepared   and filed by
         NSI.   NSI shall   prepare   all   Federal   and state   payroll   Tax Returns
         required   to be filed by it after the   Distribution   which   include any
         period beginning before the Distribution Date.

                  (c) All   foreign   Tax   Returns   and any other Tax   Returns not
         described   elsewhere   in this Section 2.2 that are required to be filed
         for any period beginning before the Distribution Date shall be prepared
         and filed by NSI.

         Section 2.3   Post-Distribution   Corporate Tax Returns.   All Tax Returns
for periods   beginning after the Distribution   Date with respect to NSI shall be
prepared   and filed by NSI.   All tax   returns for   periods   beginning   after the
Distribution   Date with respect to NUSA shall be prepared and filed by NUSA. The
Shareholders shall file all Tax Returns required to be filed by them that relate
to or include Tax Items associated with NSI or NUSA.
<PAGE>
                                  ARTICLE III.

                                 PAYMENT OF TAXES

         Section 3.1 Tax for Taxable Periods Beginning Prior to the Distribution
Date.

                  (a) The   Shareholders   shall pay all Taxes due (or receive all
         refunds)   in   connection   with the filing of NSI's   federal   income Tax
         Returns for all taxable   periods   ending on or before the   Distribution
         Date.

                  (b) NSI or the   Shareholders   shall pay to the relevant taxing
         authority all non-U.S. federal income Taxes for the Tax Returns for all
         taxable periods ending on or before the Distribution   Date with respect
         to   which   NSI and   the   Shareholders   each   have a   respective   filing
         responsibility under relevant state, local or foreign law.

                   (c) NSI shall be responsible   for the payment of all Taxes due
         or payable with respect to taxable   periods   beginning on or before the
         Distribution   Date that are   required to be reported on the Tax Returns
         described in Sections 2.2(b) and 2.2(c).

         Section   3.2 NSI and   Shareholder   Tax   Deficiencies   and   Refunds   for
Periods   Prior to the   Distribution   Date.   If there is a Change in a Tax Return
filed by NSI and with   respect to which NSI,   for a taxable   period prior to the
Distribution   Date, has tax liability   pursuant to Section 3.1,   irrespective of
whether such Change occurs before, on or after the Distribution   Date, NSI shall
pay and   discharge   any Tax or receive   any refund of Tax   associated   with such
Change.   For taxable   periods   beginning   prior to the   Distribution   Date,   the
Shareholders   shall   bear the   burden   of any Tax   arising   from a Change in Tax
Returns   filed by them that relate to or include Tax Items   associated   with NSI
and with   respect to which they are   liable,   and shall have the   benefit of any
refund of Tax associated   with such Change,   irrespective of whether such Change
occurs before, on or after the Distribution Date.

         Section 3.3 Transfer Taxes.   NUSA or the Shareholders   shall pay to the
relevant taxing authority all Transfer Taxes.

         Section 3.4 Indemnities, Payments, Temporary Tax Items and Code Section
336(e).

                  (a) NUSA and Shareholders Indemnity Obligations.   NUSA and the
         Shareholders shall indemnify and hold harmless NSI against:

                           (i)    any    and    all     Restructuring     Taxes    and
                  Corporate-Level Restructuring Taxes imposed as a result of the
                  completion of the   Distribution or   Reorganization,   except to
                  the extent that such taxes result   solely from NSI's breach of
                  the covenants contained in Section 5.4, and

                           (ii)   any   and   all   Taxes   for   which   NUSA   or   the
                  Shareholders have agreed to be responsible pursuant to Article
                  III of this Agreement.
<PAGE>
                  (b) NSI Indemnity   Obligations.   NSI shall   indemnify and hold
         harmless NUSA and the Shareholders   against any Restructuring   Taxes or
         Corporate-Level   Restructuring   Taxes   imposed   upon or incurred by the
         Shareholders or NUSA if NSI breaches the covenants contained in Section
         5.4 and such   breach   results   in the   failure of the   Distribution   or
         Reorganization    to   qualify   for   tax-free    treatment   under   Section
         368(a)(1)(D)   or Section 355 of the Code or similar   provisions   of the
         state or local law.   The   Shareholders   shall be   indemnified   and held
         harmless   under this Section 3.4(b) without regard to the fact that NSI
         received an opinion or ruling from the IRS as   contemplated   by Section
         5.4(b).

                  (c) All   pa