EX-10.53

                              TERMINATION AGREEMENT

                                 BY AND BETWEEN

                           NU SKIN INTERNATIONAL, INC.

                                       AND

                                NU SKIN USA, INC.

                                  March 8, 1999

                              TERMINATION AGREEMENT

         This Termination  Agreement (the "Agreement") is entered into effective
as of  March  8,  1999  by and  between  Nu  Skin  International,  Inc.,  a Utah
corporation  ("Nu  Skin  International"),  and Nu Skin  USA,  Inc.,  a  Delaware
corporation ("Nu Skin USA"). Nu Skin  International and Nu Skin USA are referred
to herein, collectively, as the "Parties" and, individually, as a "Party."

                                    RECITALS

         A.  WHEREAS,  Nu Skin  International  previously  entered  into certain
licenses  and  agreements  with Nu Skin USA (which  agreements  are  referred to
herein,  collectively,  as the Terminated Agreements (as that term is defined in
Section 1.5 below)),  which Terminated Agreements are each identified in Section
1 below;

         B. WHEREAS, the respective parties to each of the Terminated Agreements
now desire to terminate each of the Terminated  Agreements,  as set forth herein
and in exchange for the  Termination Fee (as that term is defined in Section 2.1
below); and

         C. WHEREAS,  in connection  with this Agreement and the  termination of
the Terminated  Agreements as set forth in and  contemplated  by this Agreement,
simultaneously  with the execution of this Agreement Nu Skin  International will
pay the  Termination  Fee to Nu Skin USA in exchange for the  termination of the
Terminated Agreements, as set forth in and contemplated by this Agreement.

         NOW,  THEREFORE,  in  consideration  of the foregoing  premises and the
mutual promises and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:

         1. Terminated  Agreements.  The following  licenses and agreements have
previously been entered into by and between the respective  Parties thereto,  as
indicated below:

         1.1 Sublease  Agreement.  A Sublease  Agreement  dated  effective as of
January 1, 1998  entered into by and between Nu Skin  International  and Nu Skin
USA (the  "Sublease  Agreement"),  a copy of which is  attached  as Exhibit  "A"
hereto.

         1.2 Licensing  and Sales  Agreement.  A Licensing  and Sales  Agreement
dated  effective  as of December  31, 1997  entered  into by and between Nu Skin
International and Nu Skin USA (the "Licensing and Sales  Agreement"),  a copy of
which is attached as Exhibit "B" hereto.

         1.3  Trademark/Tradename  Agreement.  A  Trademark/Tradename  Licensing
Agreement dated effective as of December 31, 1997 entered into by and between Nu
Skin International and Nu Skin USA (the "Trademark/Tradename Agreement"), a copy
of which is attached as Exhibit "C" hereto.

         1.4 Distribution  Agreement.  A Wholesale  Distribution Agreement dated
effective  as of  December  31,  1997  entered  into  by  and  between  Nu  Skin
International and Nu Skin USA (the "Distribution Agreement"), a copy of which is
attached as Exhibit "D" hereto.

         1.5 The Terminated Agreements; Termination. The Sublease Agreement, the
Licensing  and  Sales  Agreement,  the  Trademark/Tradename  Agreement,  and the
Distribution Agreement are, collectively,  referred to herein as the "Terminated
Agreements"  and,  individually,  as a "Terminated  Agreement."  The  respective
parties  to each  of the  Terminated  Agreements  hereby  terminate  each of the
Terminated  Agreements  to which they are a party  effective as of the effective
date of this Agreement (as first above written),  and in so doing agree to cause
each of the respective  parties to each of the  Terminated  Agreements to become
subject  to any  and all  rights  and  obligations  provided  under  each of the
respective  Terminated  Agreements  upon the  termination  thereof,  if any. The
rights and  obligations of each of the parties under each  Terminated  Agreement
following  the  termination  thereof  shall  be  governed  by the  terms  of the
respective  Terminated  Agreement  as if  such  Terminated  Agreement  had  been
terminated in accordance  with its terms.  This Agreement  shall in no way limit
any rights or  obligations,  if any, that any Terminated  Agreement  provides or
contemplates  shall  continue  following  the  termination  of  such  Terminated
Agreement, except as otherwise expressly set forth herein.

                  1.5.1  Reaffirmation of Existing  Agreements.  Notwithstanding
         the provisions of Section 1.5 above, the Parties hereby acknowledge and
         reaffirm  (a) the  Tax  Sharing  and  Indemnification  Agreement  dated
         December 31, 1997 entered into by and among Nu Skin  International,  Nu
         Skin USA, and their  respective  shareholders,  (b) the  Assumption  of
         Liabilities  and  Indemnification   Agreement  dated  effective  as  of
         December 31, 1997 entered into by and between Nu Skin International and
         252nd Shelf Corporation,  a Delaware corporation (now known as "Nu Skin
         USA,  Inc."),  and  (c)  the  Employee  Benefits  Allocation  Agreement
         (undated) entered into by and between Nu Skin International and Nu Skin
         USA (collectively,  the "Existing Agreements"). The Existing Agreements
         shall  remain in full force and effect as  originally  executed and are
         not being terminated,  modified, or amended in any manner or respect by
         this Agreement or any of the transactions contemplated hereby.

2.       Termination Fee; Payment of Termination Fee.

         2.1 Termination  Fee; Payment of Termination Fee. Upon the execution of
this  Agreement by each of the Parties,  and in exchange for the  termination of
the Terminated Agreements as set forth in and contemplated by this Agreement, Nu
Skin  International  will pay to Nu Skin USA Ten Million  Dollars  ($10,000,000)
(the  "Termination  Fee").  The  Termination  Fee  shall  be  paid  by  Nu  Skin
International on the date this Agreement  becomes effective (the "Closing Date")
in cash by wire transfer or delivery of other immediately available funds.

                  2.1.1 Tax Consequences. The Parties agree that the Termination
         Fee  is  income  to  Nu  Skin  USA  and  is   amortizable  by  Nu  Skin
         International. The Parties also agree not to take any position contrary
         to or  inconsistent  with the treatment of the  Termination  Fee as set
         forth in the immediately preceding sentence.

3.  Representations  and  Warranties of Nu Skin USA. Nu Skin USA  represents and
warrants to Nu Skin International that the statements  contained in this Section
3 are correct and complete as of the Closing Date.

         3.1 Organization.  Nu Skin USA is a corporation duly organized, validly
existing,  and in  good  standing  under  the  laws of the  jurisdiction  of its
incorporation.

         3.2  Authorization  of  Transaction.  Nu Skin  USA has full  power  and
authority  (including full corporate power and authority) to execute and deliver
this Agreement and to perform its obligations  hereunder.  Without  limiting the
generality  of the  foregoing,  the Board of Directors  of Nu Skin USA,  and, if
required,  Nu Skin  USA's  stockholders,  have duly  authorized  the  execution,
delivery,  and  performance  of this  Agreement by Nu Skin USA.  This  Agreement
constitutes the valid and legally binding obligation of Nu Skin USA, enforceable
in accordance with its terms and conditions.

         3.3  Non-contravention.  Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby will (i)
violate any  constitution,  statute,  regulation,  rule,  injunction,  judgment,
order,  decree,   ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency,  or court to which Nu Skin USA is subject or any provision
of the  charter  or bylaws  of Nu Skin USA or (ii)  conflict  with,  result in a
breach of, constitute a default under,  result in the acceleration of, create in
any party the right to accelerate,  terminate, modify, or cancel, or require any
notice under any  agreement,  contract,  lease,  license,  instrument,  or other
arrangement  to which Nu Skin USA is a party or by which it is bound or to which
any of its assets is subject. Nu Skin USA is not required to give any notice to,
make any filing with, or obtain any authorization,  consent,  or approval of any
government or  governmental  agency in order for the Parties to  consummate  the
transactions contemplated by this Agreement.

         3.4  Financial  Statements.  Attached  hereto  as  Exhibit  "E" are the
following  financial  statements  of Nu Skin USA  (collectively  the  "Financial
Statements"): (i) the unaudited balance sheet and statements of income as of and
for the fiscal year ended December 31, 1998 (the "Most Recent Fiscal Year End").
The Financial  Statements  (including  the notes  thereto) have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis  throughout  the period  covered  thereby,  present  fairly the  financial
condition  of Nu Skin USA as of the Most Recent  Fiscal Year End and the results
of  operations of Nu Skin USA for the fiscal year ended  December 31, 1998,  are
correct and complete,  and are consistent  with the books and records of Nu Skin
USA (which books and records are correct and complete).

4.   Representations   and  Warranties  of  Nu  Skin   International.   Nu  Skin
International  represents  and  warrants  to Nu Skin  USA  that  the  statements
contained in this Section 4 are correct and complete as of the Closing Date.

         4.1  Organization.   Nu  Skin   International  is  a  corporation  duly
organized,  validly  existing,  and in  good  standing  under  the  laws  of the
jurisdiction of its incorporation.

         4.2 Authorization of Transaction.  Nu Skin International has full power
and authority  (including  full  corporate  power and  authority) to execute and
deliver  this  Agreement  and to  perform  its  obligations  hereunder.  Without
limiting  the  generality  of the  foregoing,  the Board of Directors of Nu Skin
International, and, if required, Nu Skin International's stockholders, have duly
authorized the execution, delivery, and performance of this Agreement by Nu Skin
International.   This  Agreement  constitutes  the  valid  and  legally  binding
obligation of Nu Skin  International,  enforceable in accordance  with its terms
and conditions.

         4.3  Non-contravention.  Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby will (i)
violate any  constitution,  statute,  regulation,  rule,  injunction,  judgment,
order,  decree,   ruling,  charge,  or  other  restriction  of  any  government,
governmental  agency, or court to which Nu Skin  International is subject or any
provision  of the charter or bylaws of Nu Skin  International  or (ii)  conflict
with,  result  in a  breach  of,  constitute  a  default  under,  result  in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice under any agreement,  contract, lease, license,
instrument, or other arrangement to which Nu Skin International is a party or by
which  it is  bound  or  to  which  any  of  its  assets  is  subject.  Nu  Skin
International  is not required to give any notice to, make any filing  with,  or
obtain any authorization, consent, or approval of any government or governmental
agency in order for the Parties to consummate the  transactions  contemplated by
this Agreement.

5.       Indemnification.

         5.1 Indemnification  Obligation;  Indemnification Limitation Agreement.
Nu Skin USA hereby agrees to indemnify  and hold harmless Nu Skin  International
and its affiliated (other than Nu Skin USA), shareholders,  officers, directors,
employees,   agents,   heirs,    representatives,    successors,   and   assigns
(collectively,  the  "Indemnitees") at all times from and after the Closing Date
against  and in  respect  of any and all  Damages  (as that term is  defined  in
Section 5.2 below),  subject,  however,  to the limitations and restrictions set
forth in the Indemnification  Limitation  Agreement (a copy of which is attached
hereto as Exhibit "F".).

         5.2 Damages.  "Damages"  shall  include any claims,  actions,  demands,
losses, costs, expenses,  liabilities (whether joint or several), penalties, and
damages,  including  counsel fees and expenses,  incurred in investigating or in
attempting to avoid the same or oppose the imposition  thereof  resulting to any
of the  Indemnitees  from any of the  following:  (i) any  misrepresentation  or
breach of any  representation  or warranty  made by Nu Skin USA in or under this
Agreement or any other agreement  executed in connection  with the  transactions
contemplated  hereby;  (ii) any breach or default in the  performance by Nu Skin
USA of any of the  covenants to be  performed by it under this  Agreement or any
agreement  executed in connection  with the  transactions  contemplated  hereby;
(iii) any debts,  liabilities,  or obligations of Nu Skin USA,  whether accrued,
absolute,  contingent,  or  otherwise,  due or to become  due; or (iv) any claim
involving  any of the  Terminated  Agreements  or any expense  that is allowable
against or incurred by any  Indemnitee  because of Nu Skin USA's  non-compliance
with any provision of any of the Terminated Agreements.

6.       Miscellaneous.

         6.1 Press Releases and Public Announcements.  Nu Skin International may
issue  any press  releases  or make any  public  announcements  relating  to the
subject  matter of this  Agreement  after the Closing  without the prior written
approval of the other Parties. Nu Skin USA shall not issue any press releases or
make any public  announcements  relating to the subject matter of this Agreement
without the prior written approval of the other Parties.

         6.2 Entire Agreement. Subject to Section 1.5 above, which provides that
the terms of the Terminated  Agreements  shall govern the rights and obligations
of the respective  parties  thereto  following the termination of the Terminated
Agreements,   this  Agreement  (including  the  documents  referred  to  herein)
constitutes  the entire  agreement  between the Parties and supersedes any prior
understandings,  agreements,  or  representations  by or  between  the  Parties,
whether  written or oral,  to the extent they  related in any way to the subject
matter hereof.

         6.3  Counterparts.  This  Agreement may be executed by facsimile and in
one or more counterparts,  each of which shall be deemed an original, but all of
which, when taken together, shall constitute one and the same instrument.

         6.4 Headings.  The Section and  subsection  headings  contained in this
Agreement are inserted for convenience  only and shall not affect in any way the
meaning or interpretation of this Agreement.

         6.5 Governing Law. This Agreement shall be governed by and construed in
accordance  with the domestic laws of the State of Utah without giving effect to
any choice or conflict of law provision or rule (whether of the State of Utah or
any other  jurisdiction)  that would  cause the  application  of the laws of any
jurisdiction other than the State of Utah.

         6.6  Severability.  Any term or  provision  of this  Agreement  that is
invalid or unenforceable  in any situation in any jurisdiction  shall not affect
the validity or  enforceability  of the remaining terms and provisions hereof or
the validity or  enforceability  of the offending term or provision in any other
situation or in any other jurisdiction.

         6.7  Construction.   The  Parties  have  participated  jointly  in  the
negotiation  and  drafting  of this  Agreement.  In the  event an  ambiguity  or
question of intent or interpretation  arises,  this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof shall
arise  favoring or  disfavoring  any Party by virtue of the authorship of any of
the  provisions of this  Agreement.  The word  "including"  shall mean including
without limitation.

         6.8 Incorporation of Recitals and Exhibits.  The above Recitals and all
Exhibits  attached to this  Agreement  are deemed to be  incorporated  herein by
reference and made a part hereof.

         6.9  Submission  to  Jurisdiction.  Each of the Parties  submits to the
exclusive  jurisdiction  of any state or federal court sitting in Salt Lake City
or Provo,  Utah, in any action or proceeding  arising out of or relating to this
Agreement  and agrees  that all  claims in  respect of the action or  proceeding
shall be heard and determined only in any such court. Each Party also agrees not
to bring any action or proceeding  arising out of or relating to this  Agreement
in any other court. Each of the Parties waives any defense of inconvenient forum
to the  maintenance  of any action or proceeding so brought and waives any bond,
surety, or other security that might be required of any other Party with respect
thereto.  Each Party agrees that a final judgment in any action or proceeding so
brought  shall be  conclusive  and may be enforced by suit on the judgment or in
any other manner provided by law or in equity.

         6.10  Assignment.  Except as  provided  below,  no Party may assign (by
operation of law,  merger,  or  otherwise),  license,  sublicense,  or otherwise
transfer  any of its rights or  obligations  under this  Agreement  to any other
person or  entity  without  obtaining  the prior  written  consent  of the other
Parties;  provided,   however,  that  either  Nu  Skin  Enterprise  or  Nu  Skin
International  shall be  allowed  to assign  this  Agreement  or its  rights and
obligations hereunder without any prior consent of the other Parties.

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         IN WITNESS WHEREOF, the Parties have caused this Termination  Agreement
to be duly executed as of the day and year first above written.

                                    NU SKIN INTERNATIONAL, INC.

                                    By:      /s/ Corey B. Lindley
                                    Its      Vice President

                                    NU SKIN USA, INC.

                                    By:      /s/ Steve J. Lund
                                    Its      President

ATTACHED EXHIBITS:

EXHIBIT "A" --  SUBLEASE AGREEMENT
EXHIBIT "B" --  LICENSING AND SALES AGREEMENT
EXHIBIT "C" --  TRADEMARK/TRADENAME AGREEMENT
EXHIBIT "D" --  DISTRIBUTION AGREEMENT
EXHIBIT "E" --  FINANCIAL STATEMENTS
EXHIBIT "F" --  INDEMNIFICATION LIMITATION AGREEMENT

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