NSE GUARANTY


         THIS  GUARANTY,  dated  as of May [A],  1998,  is  executed  by NU SKIN
ENTERPRISES,  INC., a Delaware  corporation  ("NSE"),  in favor of ABN AMRO BANK
N.V.,  acting as agent (in such  capacity,  and each  successor  thereto in such
capacity,  "Agent") for the financial  institutions  which are from time to time
parties to the Credit  Agreement  referred to in Recital A below  (collectively,
"Lenders").


                                    RECITALS

         A. Pursuant to a Credit  Agreement  dated as of May 8, 1998 (as amended
from time to time, the "Credit  Agreement"),  among NSE, Nu Skin Japan Co., Ltd.
("NSJ"),  Lenders  and  Agent,  Lenders  have  agreed to extend  certain  credit
facilities to NSE and NSJ (collectively, "Borrowers") upon the terms and subject
to the conditions set forth therein. NSJ is a wholly-owned Subsidiary of NSE.

         B. Lenders'  obligations  to extend the credit  facilities to Borrowers
under the Credit Agreement are subject,  among other  conditions,  to receipt by
Agent of this Guaranty, duly executed by NSE.


                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration of the above recitals and for other
good and  valuable  consideration,  the receipt and adequacy of which are hereby
acknowledged,  NSE hereby agrees with Agent,  for the ratable benefit of Lenders
and Agent, as follows:


                  1. Definitions and Interpretation.

                           (a)  Definitions.  When  used in this  Guaranty,  the
                  following terms shall have the following respective meanings:

                           "Agent"  shall have the meaning given to that term in
                  the introductory paragraph hereof.

                           "Borrowers" shall have the meaning given to that term
                  in the Recital A hereof.

                           "Credit  Agreement"  shall have the meaning  given to
                  that term in the Recital A hereof.

                           "Debtor  Relief  Proceeding"  shall  mean  any  suit,
                  action, case or other proceeding  commenced by, against or for
                  NSJ  or  NSE  or  its   property   seeking  the   dissolution,
                  liquidation, reorganization,  rearrangement or other relief of
                  NSJ or  NSE or its  debts  under  any  applicable  bankruptcy,
                  insolvency or debtor relief law or other similar  Governmental
                  Rule now or hereafter in effect or seeking the  appointment of
                  a receiver,  trustee,  liquidator,  custodian or other similar
                  official  for  NSJ  or  NSE or  any  substantial  part  of its
                  property  or any  general  assignment  by NSJ or NSE  for  the
                  benefit  of its  creditors,  whether  or not  any  such  suit,
                  action, case or other proceeding is voluntary or involuntary.

                           "Disallowed  Post-Commencement Interest and Expenses"
                  shall  mean  interest  computed  at the rate  provided  in the
                  Credit Agreement and claims for reimbursement, costs, expenses
                  or indemnities  under the terms of any of the Credit Documents
                  accruing or claimed at any time after the  commencement of any
                  Debtor  Relief  Proceeding,  if the claim  for such  interest,
                  reimbursement,   costs,   expenses  or   indemnities   is  not
                  allowable,  allowed or enforceable  against NSJ in such Debtor
                  Relief Proceeding.

                           "Guaranteed  Obligations"  shall mean and include all
                  loans,   advances,   debts,   liabilities,   and  obligations,
                  howsoever arising, owed by NSJ to Agent or any Lender of every
                  kind and description  (whether or not evidenced by any note or
                  instrument  and  whether  or not for the  payment  of  money),
                  individual or joint and several, direct or indirect,  absolute
                  or contingent, due or to become due, now existing or hereafter
                  arising  pursuant  to  the  terms  of  the  Credit  Documents,
                  including all interest,  fees, charges,  expenses,  attorneys'
                  fees and accountants' fees chargeable to NSJ or payable by NSJ
                  thereunder.

                           "Lenders"  shall have the meaning  given to that term
                  in the introductory paragraph hereof.

                           "NSE"  shall have the  meaning  given to that term in
                  the introductory paragraph hereof.

                           "NSJ"  shall have the  meaning  given to that term in
                  the Recital A hereof.

                           "Subordinated  Obligations"  shall  have the  meaning
                  given to that term in Paragraph 4 hereof.

                           "Taxes"  shall have the meaning given to such term in
                  Subparagraph 5(h).

         Unless  otherwise  defined  herein,  all other  capitalized  terms used
         herein and defined in the Credit  Agreement  shall have the  respective
         meanings given to those terms in the Credit Agreement.

                  (b) Other Interpretive  Provisions.  The rules of construction
         set forth in Section I of the Credit Agreement shall, to the extent not
         inconsistent  with the terms of this  Guaranty,  apply to this Guaranty
         and are hereby incorporated by reference.


2.       Guaranty.

                  (a)  Payment  Guaranty.  NSE  unconditionally  guarantees  and
         promises  to pay  and  perform  as and  when  due,  whether  at  stated
         maturity, upon acceleration or otherwise, any and all of the Guaranteed
         Obligations.  If  any  Debtor  Relief  Proceeding  relating  to  NSJ is
         commenced,  NSE further unconditionally  guarantees and promises to pay
         and perform,  upon the demand of Agent,  any and all of the  Guaranteed
         Obligations   (including  any  and  all  Disallowed   Post-Commencement
         Interest  and  Expenses)  in  accordance  with the terms of the  Credit
         Documents,  whether or not such obligations are then due and payable by
         NSJ and  whether  or not such  obligations  are  modified,  reduced  or
         discharged  in  such  Debtor  Relief  Proceeding.  This  Guaranty  is a
         guaranty of payment and not of collection.

                  (b)  Continuing  Guaranty.  This  Guaranty  is an  irrevocable
         continuing guaranty of the Guaranteed  Obligations which shall continue
         in effect until all obligations of Lenders to extend credit to NSJ have
         terminated and all of the Guaranteed  Obligations have been fully paid.
         If any payment on any  Guaranteed  Obligation is set aside,  avoided or
         rescinded  or  otherwise  recovered  from  Agent  or any  Lender,  such
         recovered  payment shall constitute a Guaranteed  Obligation  hereunder
         and,  if this  Guaranty  was  previously  released  or  terminated,  it
         automatically  shall be fully reinstated,  as if such payment was never
         made.

                  (c) Independent Obligation.  The liability of NSE hereunder is
         independent of the  Guaranteed  Obligations,  and a separate  action or
         actions  may be brought and  prosecuted  against  NSE  irrespective  of
         whether  action is brought  against NSJ or any other  guarantor  of the
         Guaranteed  Obligations  or whether NSJ or any other  guarantor  of the
         Guaranteed  Obligations  is joined in any such action or  actions. 

                  (d)  Fraudulent  Transfer  Limitation.  If,  in any  action to
         enforce this Guaranty, any court of competent  jurisdiction  determines
         that  enforcement  against  NSE for the full  amount of the  Guaranteed
         Obligations is not lawful under or would be subject to avoidance  under
         Section  548 of the United  States  Bankruptcy  Code or any  applicable
         provision of any comparable law of any state or other jurisdiction, the
         liability  of NSE under this  Guaranty  shall be limited to the maximum
         amount lawful and not subject to such avoidance.

                  (e)  Termination.  Notwithstanding  any  termination  of  this
         Guaranty in accordance  with  Paragraph 3 hereof,  this Guaranty  shall
         continue  to  be in  full  force  and  effect  and  applicable  to  any
         Guaranteed  Obligations  arising  thereafter  which arise because prior
         payments of Guaranteed  Obligations are rescinded or otherwise required
         to be surrendered by Agent or any Lender after receipt.

3.       Authorizations, Waivers, Etc.

                  (a) Authorizations. NSE authorizes Agent and Lenders, in their
         discretion,  without notice to NSE,  irrespective  of any change in the
         financial  condition  of  NSJ,  NSE  or  any  other  guarantor  of  the
         Guaranteed  Obligations since the date hereof, and without affecting or
         impairing in any way the liability of NSE hereunder,  from time to time
         to:

                           (i)  Create  new  Guaranteed  Obligations  and renew,
                  compromise,  extend,  accelerate or otherwise  change the time
                  for payment or  performance  of, or otherwise  amend or modify
                  the Credit  Documents  or change  the terms of the  Guaranteed
                  Obligations  or  any  part  thereof,   including  increase  or
                  decrease of the rate of interest thereon;

                           (ii)  Take  and  hold  security  for the  payment  or
                  performance  of  the  Guaranteed   Obligations  and  exchange,
                  enforce,  waive or  release  any  such  security;  apply  such
                  security and direct the order or manner of sale  thereof;  and
                  purchase such security at public or private sale;

                           (iii) Otherwise exercise any right or remedy they may
                  have against NSJ, NSE, any other  guarantor of the  Guaranteed
                  Obligations or any security,  including,  without  limitation,
                  the right to foreclose  upon any such  security by judicial or
                  nonjudicial sale;

                           (iv) Settle,  compromise with,  release or substitute
                  any  one  or  more  makers,  endorsers  or  guarantors  of the
                  Guaranteed Obligations; and

                           (v) Assign the Guaranteed Obligations,  this Guaranty
                  or the  other  Credit  Documents  in  whole  or in part to the
                  extent  provided in the Credit  Agreement and the other Credit
                  Documents.

                  (b) Waivers. NSE hereby waives:

                           (i) Any right to  require  Agent or any Lender to (A)
                  proceed  against NSJ or any other  guarantor of the Guaranteed
                  Obligations,  (B)  proceed  against  or exhaust  any  security
                  received  from  NSJ,  NSE  or  any  other   guarantor  of  the
                  Guaranteed  Obligations  or  otherwise  marshall the assets of
                  NSJ, NSE or any other guarantor of the Guaranteed  Obligations
                  or (C)  pursue any other  remedy in  Agent's  or any  Lender's
                  power whatsoever;

                            (ii)  Any   defense   arising   by   reason  of  the
                  application by NSJ of the proceeds of any borrowing;

                           (iii)  Any  defense   resulting   from  the  absence,
                  impairment or loss of any right of reimbursement, subrogation,
                  contribution  or other right or remedy of NSE against NSJ, any
                  other guarantor of the Guaranteed Obligations or any security,
                  whether  resulting  from an election by Agent or any Lender to
                  foreclose upon security by nonjudicial sale, or otherwise;

                           (iv) Any setoff or counterclaim of NSJ or any defense
                  which  results from any  disability or other defense of NSJ or
                  the cessation or stay of enforcement from any cause whatsoever
                  of the liability of NSJ (including,  without  limitation,  the
                  lack  of  validity  or  enforceability  of any  of the  Credit
                  Documents);

                           (v)  Any  defense   based  upon  any  law,   rule  or
                  regulation which provides that the obligation of a surety must
                  not be greater or more  burdensome  than the obligation of the
                  principal;

                           (vi) Until all  obligations of Agent or any Lender to
                  extend credit to NSJ have terminated and all of the Guaranteed
                  Obligations  have been fully paid,  any right of  subrogation,
                  reimbursement,   indemnification  or  contribution  and  other
                  similar  right to enforce any remedy which  Agent,  Lenders or
                  any other Person now has or may hereafter  have against NSJ on
                  account of the Guaranteed Obligations, and any benefit of, and
                  any right to  participate  in, any  security  now or hereafter
                  received by Agent,  any Lender or any other  Person on account
                  of the Guaranteed Obligations;

                           (vii)  All  presentments,  demands  for  performance,
                  notices of non-performance, notices delivered under the Credit
                  Documents,  protests,  notice  of  dishonor,  and  notices  of
                  acceptance of this Guaranty and of the existence,  creation or
                  incurring  of new or  additional  Guaranteed  Obligations  and
                  notices of any public or private foreclosure sale;

                           (viii) The benefit of any statute of  limitations  to
                  the extent permitted by law;

                           (ix) Any appraisement,  valuation,  stay,  extension,
                  moratorium  redemption  or similar  law or similar  rights for
                  marshalling;

                           (x) Any right to be  informed  by Agent or any Lender
                  of the  financial  condition of NSJ or any other  guarantor of
                  the Guaranteed  Obligations or any change therein or any other
                  circumstances   bearing  upon  the  risk  of   nonpayment   or
                  nonperformance of the Guaranteed Obligations;

                           (xi) Until all  obligations of Agent or any Lender to
                  extend credit to NSJ have terminated and all of the Guaranteed
                  Obligations  have been fully  paid,  any right to revoke  this
                  Guaranty;

                           (xii) Any defense  arising  from an election  for the
                  application  of  Section   1111(b)(2)  of  the  United  States
                  Bankruptcy Code which applies to the Guaranteed Obligations;

                           (xiii) Any defense  based upon any borrowing or grant
                  of a security  interest under Section 364 of the United States
                  Bankruptcy Code; and

                           (xiv) Any right it may have to a fair  value  hearing
                  to determine the size of a deficiency  judgment  following any
                  foreclosure on any security for the Guaranteed Obligations.

         Without  limiting the scope of any of the foregoing  provisions of this
         Paragraph  3, NSE hereby  further  waives  (A) all rights and  defenses
         arising out of an  election  of  remedies by Agent or any Lender,  even
         though that  election of remedies,  such as a  nonjudicial  foreclosure
         with  respect to security for a Guaranteed  Obligation,  has  destroyed
         NSE's  rights  of  subrogation  and  reimbursement  against  NSJ by the
         operation of Section 580d of the Code of Civil  Procedure or otherwise,
         (B) all  rights  and  defenses  NSE may have by  reason  of  protection
         afforded to NSJ with respect to the Guaranteed  Obligations pursuant to
         the antideficiency or other laws of California  limiting or discharging
         the Guaranteed  Obligations,  including,  without  limitation,  Section
         580a, 580b, 580d, or 726 of the California Code of Civil Procedure, and
         (C) all  other  rights  and  defenses  available  to NSE by  reason  of
         Sections 2787 to 2855,  inclusive,  Section 2899 or Section 3433 of the
         California  Civil Code or  Section  3605 of the  California  Commercial
         Code.

                  (c) Financial Condition of NSJ, Etc. NSE is fully aware of the
         financial  condition and affairs of NSJ. NSE has executed this Guaranty
         without  reliance  upon  any  representation,  warranty,  statement  or
         information  concerning NSJ furnished to NSE by Agent or any Lender and
         has,  independently  and without  reliance on Agent or any Lender,  and
         based on such documents and  information as it has deemed  appropriate,
         made its own  appraisal of the  financial  condition and affairs of NSJ
         and  of  other  circumstances  affecting  the  risk  of  nonpayment  or
         nonperformance of the Guaranteed  Obligations.  NSE is in a position to
         obtain, and assumes full  responsibility for obtaining,  any additional
         information  about the  financial  condition  and affairs of NSJ and of
         other circumstances  affecting the risk of nonpayment or nonperformance
         of the  Guaranteed  Obligations  and will,  independently  and  without
         reliance  upon Agent or any  Lender,  and based on such  documents  and
         information as it shall deem appropriate at the time,  continue to make
         its own  appraisals  and  decisions  in taking or not taking  action in
         connection with this Guaranty.


4.  Subordination.  NSE hereby  subordinates any and all debts,  liabilities and
obligations  owed  to  NSE  by  NSJ  (the  "Subordinated  Obligations")  to  the
Guaranteed Obligations as provided in this Paragraph 4.

                  (a) Prohibited Payments, Etc. Except during the continuance of
         a Default  (including the  commencement  and continuation of any Debtor
         Relief Proceeding relating to NSJ), NSE may receive regularly scheduled
         payments  from NSJ on account of  Subordinated  Obligations.  After the
         occurrence  and during the  continuance  of any Default  (including the
         commencement and continuation of any Debtor Relief Proceeding  relating
         to NSJ), however,  unless Agent otherwise agrees, NSE shall not demand,
         accept or take any  action to  collect  any  payment  on account of the
         Subordinated Obligations.

                  (b) Prior  Payment of  Guaranteed  Obligations.  In any Debtor
         Relief  Proceeding  relating to NSJ,  NSE agrees that Agent and Lenders
         shall be  entitled  to receive  payment of all  Guaranteed  Obligations
         (including  any  and  all  Disallowed  Post-Commencement  Interest  and
         Expenses) before NSE receives payment of any Subordinated  Obligations.
        
                  (c) Turn-Over. After the occurrence and during the continuance
         of any Default  (including the  commencement  and  continuation  of any
         Debtor  Relief  Proceeding  relating  to NSJ),  NSE shall,  if Agent so
         requests,  collect,  enforce  and  receive  payments  on account of the
         Subordinated  Obligations  as trustee for Agent and Lenders and deliver
         such  payments  to  Agent  on  account  of the  Guaranteed  Obligations
         (including  any  and  all  Disallowed  Post-Commencement  Interest  and
         Expenses),   together   with  any  necessary   endorsements   or  other
         instruments  of  transfer,  but without  reducing or  affecting  in any
         manner  the  liability  of NSE  under  the  other  provisions  of  this
         Guaranty.

                  (d) Agent  Authorization.  After the occurrence and during the
         continuance of any Default (including the commencement and continuation
         of any Debtor Relief  Proceeding  relating to NSJ), Agent is authorized
         and empowered (but without any obligation to so do), in its discretion,
         (i) in the name of NSE to collect and enforce,  and to submit claims in
         respect of, Subordinated  Obligations and to apply any amounts received
         thereon to the Guaranteed Obligations (including any and all Disallowed
         Post-Commencement  Interest and Expenses),  and (ii) to require NSE (A)
         to  collect  and  enforce,   and  to  submit   claims  in  respect  of,
         Subordinated  Obligations  and (B) to pay any amounts  received on such
         obligations  to Agent for  application  to the  Guaranteed  Obligations
         (including  any  and  all  Disallowed  Post-Commencement  Interest  and
         Expenses).

         5. Miscellaneous.

                  (a)  Notices.   Except  as  otherwise  specified  herein,  all
         notices,   requests,   demands,   consents,   instructions   or   other
         communications  to or upon NSE or Agent under this  Agreement  shall be
         given as provided in Paragraph 8.01 of the Credit Agreement.

                  (b)  Payments.   

                           (i) NSE shall  make all  payments  of the  Guaranteed
                  Obligations  to Agent , or its  order,  at the office of Agent
                  and at the times  specified  in the Credit  Documents  for the
                  payment  of such  Guaranteed  Obligations.  NSE shall make all
                  other   payments   hereunder  at  such  office  as  Agent  may
                  designate.   Each  payment  shall  be  made  in  same  day  or
                  immediately  available  funds not later than 11:00  a.m.(local
                  time of the  office of Agent at which  such  payment  is to be
                  made) on the date due.

                           (ii) NSE shall make all  payments  of the  Guaranteed
                  Obligations hereunder in the currency in which such Guaranteed
                  Obligations  are  required  to be paid by NSJ  pursuant to the
                  Credit  Documents and shall make all other payments  hereunder
                  in Dollars;  provided,  however,  that, if Agent shall request
                  NSE to pay any  amount  hereunder  which  would  otherwise  be
                  payable in another  currency  in the  lawful  currency  of the
                  United States, NSE shall pay to Agent the Dollar Equivalent of
                  such amount.

                           (iii) If any sum due from NSE under this  Guaranty or
                  any  other  Credit  Document  to  which  NSE is a party or any
                  order,  judgment or award given or rendered in relation hereto
                  or thereto has to be converted  from the currency  (the "first
                  currency")   in  which  the  same  is  payable   hereunder  or
                  thereunder into another  currency (the "second  currency") for
                  the  purpose of (A) making or filing a claim or proof  against
                  NSE with any Governmental Authority, (B) obtaining an order or
                  judgment in any court or other  tribunal or (C)  enforcing any
                  order or judgment given or made in relation hereto, NSE shall,
                  to the fullest  extent  permitted by law,  indemnify  and hold
                  harmless  each of the Persons to whom such sum is due from and
                  against  any  loss  suffered  as a result  of any  discrepancy
                  between  (1) the rate of  exchange  used for such  purpose  to
                  convert the amounts in question  from the first  currency into
                  the second  currency  and (2) the rate or rates of exchange at
                  which  such  Person  may,  using  reasonable  efforts  in  the
                  ordinary course of business,  purchase the first currency with
                  the  second  currency  upon  receipt  of a sum  paid  to it in
                  satisfaction,  in  whole  or  in  part,  of  any  such  order,
                  judgment,  claim  or  proof.  The  foregoing  indemnity  shall
                  constitute  a separate  obligation  of NSE  distinct  from its
                  other  obligations  hereunder  and shall survive the giving or
                  making of any  judgment  or order in relation to all or any of
                  such obligations.

                           (iv) If any amounts  required to be paid by NSE under
                  this  Guaranty  or any  order,  judgment  or  award  given  or
                  rendered in relation  hereto  remain unpaid after such amounts
                  are due, NSE shall pay interest on the aggregate,  outstanding
                  balance of such amounts from the date due until those  amounts
                  are paid in full at a per annum rate equal to:

                                    (A)  In  the  case  of  amounts  payable  in
                           Dollars, the Base Rate plus two percent (2.00%), such
                           rate to  change  from  time to time as the Base  Rate
                           shall change.

                                    (B) In the case of  amounts  payable in Yen,
                           the  Overnight  Rate plus two percent  (2.00%),  such
                           rate to  change  from  time to time as the  Overnight
                           Rate shall change.

                  (c) Expenses.  NSE shall pay on demand (i) all  reasonable and
         documented fees and expenses,  including reasonable attorneys' fees and
         expenses,  incurred  by  Agent  in  connection  with  the  preparation,
         execution and delivery of, and the exercise of its duties  under,  this
         Guaranty and the preparation,  execution and delivery of amendments and
         waivers  hereunder  and (ii) all  reasonable  and  documented  fees and
         expenses,  including reasonable attorneys' fees and expenses,  incurred
         by Agent and Lenders in connection  with the  enforcement  or attempted
         enforcement of this Guaranty or any of the Guaranteed Obligations or in
         preserving any of Agent's or Lenders'  rights and remedies  (including,
         without  limitation,  all such fees and expenses incurred in connection
         with any "workout" or  restructuring  affecting the Credit Documents or
         the  Guaranteed  Obligations  or any  bankruptcy or similar  proceeding
         involving NSE, NSJ or any of their affiliates).

                  (d) Waivers;  Amendments.  This Guaranty may not be amended or
         modified,  nor  may any of its  terms  be  waived,  except  by  written
         instruments  signed by NSE and Agent.  Each waiver or consent under any
         provision hereof shall be effective only in the specific  instances for
         the  purpose  for which  given.  No  failure or delay on Agent's or any
         Lender's  part in  exercising  any right  hereunder  shall operate as a
         waiver  thereof  or of any other  right nor shall any single or partial
         exercise of any such right preclude any other further  exercise thereof
         or of any other right. 

                  (e)  Successors  and Assigns.  This Guaranty  shall be binding
         upon  and  inure  to the  benefit  of  Agent,  Lenders,  NSE and  their
         respective successors and assigns; provided,  however, that NSE may not
         assign  or  transfer  any of its  rights  and  obligations  under  this
         Guaranty  without the prior written consent of Agent and Lenders,  and,
         provided,  further,  that  Agent or any  Lender  may sell,  assign  and
         delegate  their  respective  rights and  obligations  hereunder only as
         permitted by the Credit  Agreement.  All references in this Guaranty to
         any Person  shall be deemed to include  all  permitted  successors  and
         assigns of such Person. 

                  (f) Cumulative Rights, etc. The rights, powers and remedies of
         Agent and  Lenders  under this  Guaranty  shall be in  addition  to all
         rights, powers and remedies given to Agent and Lenders by virtue of any
         applicable law, rule or regulation of any Governmental  Authority,  the
         Credit Agreement, any other Credit Document or any other agreement, all
         of which rights,  powers,  and remedies  shall be cumulative and may be
         exercised successively or concurrently without impairing Agent's or any
         Lender's rights hereunder. NSE waives any right to require Agent or any
         Lender to proceed against any Person or to exhaust any Collateral or to
         pursue  any  remedy in  Agent's or such  Lender's  power.  

                  (g) Setoff;  Security Interest.  

                           (i) In addition to any rights and remedies of Lenders
                  provided by law,  each Lender  shall have the right,  with the
                  prior  consent of Agent but without prior notice to or consent
                  of NSE, any such notice and consent being expressly  waived by
                  NSE to the  extent  permitted  by  applicable  law,  upon  the
                  occurrence and during the  continuance of an Event of Default,
                  to set-off and apply against the obligations of NSE any amount
                  owing from such Lender to NSE. The aforesaid  right of set-off
                  may be  exercised  by such  Lender  against NSE or against any
                  trustee in bankruptcy, debtor in possession,  assignee for the
                  benefit of  creditors,  receiver  or  execution,  judgment  or
                  attachment  creditor of NSE or against  anyone  else  claiming
                  through or against NSE or such trustee in  bankruptcy,  debtor
                  in   possession,   assignee  for  the  benefit  of  creditors,
                  receiver,  or  execution,  judgment  or  attachment  creditor,
                  notwithstanding  the fact that such right of  set-off  may not
                  have been  exercised  by such Lender at any prior  time.  Each
                  Lender  agrees  promptly to notify NSE after any such  set-off
                  and application made by such Lender, provided that the failure
                  to give such  notice  shall not  affect the  validity  of such
                  set-off and application.

                           (ii)  As  security   for  the   obligations   of  NSE
                  hereunder, NSE hereby grants to Agent and each Lender, for the
                  benefit of all Lenders, a continuing  security interest in any
                  and all  deposit  accounts  or moneys of NSE now or  hereafter
                  maintained with such Lender. Each Lender shall have all of the
                  rights  of a  secured  party  with  respect  to such  security
                  interest.

                  (h) Payments  Free of Taxes.  All  payments  made by NSE under
         this Guaranty shall be made free and clear of, and without deduction or
         withholding for or on account of, all present and future income, stamp,
         documentary and other taxes and duties, and all other levies,  imposts,
         charges,  fees, deductions and withholdings,  now or hereafter imposed,
         levied,  collected,  withheld or assessed by any Governmental Authority
         (except  net  income  taxes and  franchise  taxes in lieu of net income
         taxes  imposed  on  Agent  or  any  Lender  by  its   jurisdiction   of
         incorporation  or the  jurisdiction  in which  its  Applicable  Lending
         Office  is  located)  (all such  non-excluded  taxes,  duties,  levies,
         imposts,  duties,  charges,  fees,  deductions and  withholdings  being
         hereinafter  called "Taxes").  If any Taxes are required to be withheld
         from any amounts  payable to Agent or any Lender  hereunder,  ----- the
         amounts so payable to Agent or such Lender  shall be  increased  to the
         extent necessary to yield to Agent or such Lender (after payment of all
         Taxes)  interest or any such other  amounts  payable  hereunder  at the
         rates or in the amounts  specified in this Guaranty or the other Credit
         Documents,  as  applicable.  Whenever  any Taxes are payable by NSE, as
         promptly  as possible  thereafter,  NSE shall send to Agent for its own
         account  or for the  account  of such  Lender,  as the  case  may be, a
         certified copy of an original  official receipt received by NSE showing
         payment  thereof.  If  NSE  fails  to pay  any  Taxes  when  due to the
         appropriate  taxing  authority  or fails to remit to Agent the required
         receipts or other required  documentary  evidence,  NSE shall indemnify
         Agent and Lenders for any taxes (including  interest or penalties) that
         may  become  payable  by Agent or any  Lender  as a result  of any such
         failure.  The  obligations  of NSE under this  Subparagraph  5(h) shall
         survive the payment and  performance of the Guaranteed  Obligations and
         the   termination   of  this  Guaranty.   Nothing   contained  in  this
         Subparagraph  5(h) shall require Agent or any Lender to make  available
         any of its tax returns (or any other information  relating to its taxes
         which it deems to be confidential).

                  (i) Partial  Invalidity.  If at any time any provision of this
         Guaranty is or becomes illegal, invalid or unenforceable in any respect
         under the law or any  jurisdiction,  neither the legality,  validity or
         enforceability  of the  remaining  provisions  of this Guaranty nor the
         legality, validity or enforceability of such provision under the law of
         any  other  jurisdiction  shall  in any  way be  affected  or  impaired
         thereby.

                  (j) Jury Trial. EACH OF NSE, LENDERS AND AGENT, TO THE FULLEST
         EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT
         TO  TRIAL  BY JURY  AS TO ANY  ISSUE  RELATING  HERETO  IN ANY  ACTION,
         PROCEEDING,  OR  COUNTERCLAIM  ARISING  OUT  OF  OR  RELATING  TO  THIS
         GUARANTY.  

                  (k)  Governing  Law,  Consent to  Jurisdiction,  Etc. 

                           (i) This Guaranty  shall be governed by and construed
                  in accordance with the laws of the State of California without
                  reference to conflicts of law rules.

                           (ii) NSE  irrevocably  submits  to the  non-exclusive
                  jurisdiction  of the courts of the State of California and the
                  courts of the United States of America located in the Northern
                  District of California and agrees that any legal action,  suit
                  or  proceeding  arising out of or relating to this Guaranty or
                  any of the other Credit  Documents may be brought against such
                  party in any such courts.  Final  judgment  against NSE in any
                  such action, suit or proceeding shall be conclusive and may be
                  enforced in any other jurisdiction by suit on the judgment,  a
                  certified  or  exemplified  copy of which shall be  conclusive
                  evidence of the judgment,  or in any other manner  provided by
                  law. Nothing in this  Subparagraph 5(k) shall affect the right
                  of  Agent or any  Lender  to  commence  legal  proceedings  or
                  otherwise sue NSE in any other  appropriate  jurisdiction,  or
                  concurrently  in  more  than  one  jurisdiction,  or to  serve
                  process,  pleadings  and other  papers  upon NSE in any manner
                  authorized  by the laws of any such  jurisdiction.  NSE agrees
                  that process  served either  personally or by registered  mail
                  shall, to the extent  permitted by law,  constitutes  adequate
                  service  of process in any such  suit.  Without  limiting  the
                  foregoing, NSE hereby appoints, in the case of any such action
                  or  proceeding  brought  in the  courts  of or in the State of
                  California, CT Corporation, with offices on the date hereof at
                  818 West Seventh  Street,  Los Angeles,  California  90017, to
                  receive  for it and on its  behalf,  service of process in the
                  State of  California  with respect  thereto,  provided NSE may
                  appoint any other person, reasonably acceptable to Agent, with
                  offices in the State of  California  to replace such agent for
                  service  of process  upon  delivery  to Agent of a  reasonably
                  acceptable agreement of such new agent agreeing so to act. NSE
                  irrevocably   waives  to  the  fullest  extent   permitted  by
                  applicable  law (A) any objection  which it may have now or in
                  the future to the laying of the venue of any such action, suit
                  or proceeding in any court  referred to in the first  sentence
                  above; (B) any claim that any such action,  suit or proceeding
                  has been brought in an  inconvenient  forum;  (C) its right of
                  removal  of any  matter  commenced  by any other  party in the
                  courts of the State of  California  to any court of the United
                  States of America; (D) any immunity which it or its assets may
                  have in respect of its obligations under this Agreement or any
                  other Credit  Document  from any suit,  execution,  attachment
                  (whether  provisional  or final,  in aid of execution,  before
                  judgment or  otherwise)  or other legal  process;  and (E) any
                  right it may have to  require  the  moving  party in any suit,
                  action or proceeding  brought in any of the courts referred to
                  above arising out of or in connection  with this  Agreement or
                  any other  Credit  Document to post  security for the costs of
                  NSE or to post a bond or to take similar action.

                       [The first signature page follows.]


         IN WITNESS  WHEREOF,  NSE has caused this Guaranty to be executed as of
the day and year first above written.

                                         NU SKIN ENTERPRISES, INC.

                                         By: /s/ Steven J. Lund
                                            Name: Steven J. Lund
                                            Title: President and CEO