EMPLOYEE BENEFITS ALLOCATION AGREEMENT

EMPLOYEE BENEFITS ALLOCATION AGREEMENT



This Employee Benefits Allocation Agreement (this "Agreement") is effective as of the date of execution by and between Nu Skin International, Inc., a Utah corporation ("NSI"), and Nu Skin USA, Inc., a Delaware corporation ("NUSA").



Recitals:



Whereas, pursuant to the terms of the Contribution and Distribution Agreement (the "C&D Agreement") effective as of December 31, 1997 by and between NSI and NUSA, NSI and NUSA have agreed to determine each party's rights and obligations as applied to employee benefits.



Whereas, as a result of the events contemplated in the C&D Agreement, NSI will transfer certain employees to NUSA (the "NUSA Employees").



Whereas, following the execution of the Stock Acquisition Agreement between the stockholders of NSI and Nu Skin Asia Pacific, Inc. ("NSAP"), a Delaware Corporation, it is reasonably likely that NSI and NUSA will no longer be in the same "controlled group" under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the "Code"), but neverthless will continue to have substantial common ownership.



Agreement:



Now, therefore, the parties do agree as follows:



1. Nu Skin International, Inc. 401(k) Plan (the "401(k) Plan").



(a) Employee Participation; Participating Employer



Subject to compliance with applicable law, NUSA

Employees shall continue to participate in the 401(k) Plan on

the same terms and conditions under which they participated

prior to the execution of this Agreement. NUSA shall become a

participating employer in the 401(k) Plan as soon as possible

following the execution of the Agreement, and in no event

later than the next following payroll date of NUSA. NUSA shall

execute the original of the 401(k) Plan or a supplemental

participation agreement as a participating employer in a

multiple employer plan. NSI shall continue to serve as plan

sponsor and plan administrator of the 401(k) Plan. The power

to amend the 401(k) Plan shall remain exclusively with NSI,

subject to NUSA's right to withdraw from the 401(k) Plan.

(b) 401(k) Plan Contributions/Expenses.



Contributions made to the 401(k) Plan by NUSA and

administrative expenses incurred by the 401(k) Plan on behalf

of NUSA Employee participants of the 401(k) Plan shall be paid

by NUSA in accordance with the terms of the 401(k) Plan and

shall be paid either directly to the trustee and service

providers of the 401(k) Plan or through an internal accounting

charge from NSI to NUSA; provided, that in all cases, all NUSA

Employee participant elective deferrals shall be forwarded to

the 401(k) Plan trustee within the legally required time



(c) Application of "Same Desk" Rule.



The "same desk" rule of Code section 401(k) shall

apply to all NUSA Employees for purposes of restricting the

ability of any NUSA Employee to receive a distribution from

the 401(k) Plan following their transfer from NSI to NUSA. No

"separation from service" shall be deemed to have occurred

with respect to the NUSA Employees transferred under the



2. Nu Skin International Employee Medical Benefit Plan (the "Medical Plan").



(a) Employee Participation; Participating Employer



NUSA Employees shall continue to participate in the

Medical Plan on the same terms and conditions under which they

participated prior to the execution of this Agreement. NSI

shall amend the Medical Plan to permit participation by NUSA

Employees in the Medical Plan.



(b) Notification to Carriers; Additional Actions.



NSI agrees to notify all of its insurance carriers

who provide welfare benefits under the Medical Plan as soon as

possible following the execution of this Agreement that NUSA

Employees are to be covered employees of the NSI insured group

pursuant to the terms of the respective insurance

arrangements. Such notification shall be provided to the

following insurance carriers: Blue Cross/ValueCare; FHP

Healthcare; Standard Insurance Company; and Sun Life Assurance

Company of Canada. NSI also agrees to provide notification ...