EX-10.55

                               AMENDMENT NO. 1 TO

                   AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

        This Amendment No. 1 to the Amended and Restated Stockholders  Agreement
(this  "Amendment  Agreement") is entered into as of March 8, 1999 by and among
the  Stockholders who have executed the signature pages of this Agreement and Nu
Skin Enterprises,  Inc., a corporation  organized under the laws of the State of
Delaware (the  "Company").  This Amendment  Agreement shall be binding upon each
person who executes this Amendment  Agreement  notwithstanding the fact that any
other  Stockholders  fail or refuse to execute  this  Amendment  Agreement.  The
capitalized  terms used in this  Amendment  Agreement and not otherwise  defined
herein  shall have the  meanings  given such terms in the Amended  and  Restated
Stockholders  Agreement  dated  November  28, 1997 (the  "Amended  and  Restated
Stockholders Agreement").

                                    RECITALS

        A. WHEREAS, the Company has entered into a letter of intent with Nu Skin
USA,  Inc.,  Big Planet,  Inc.,  certain  shareholders  of Big Planet,  Inc. and
certain of the Initial Stockholders with respect to the potential acquisition by
the Company or its affiliates of Big Planet, Inc., Nu Skin Canada, Inc., Nu Skin
Mexico S.A. de C.V., a Mexico corporation  domesticated in the State of Delaware
under the name Nu Skin Mexico,  Inc., and Nu Skin  Guatemala,  S.A., a Guatemala
corporation  domesticated  in the  State  of  Delaware  under  the  name Nu Skin
Guatemala,  Inc. and further  regarding the  termination  of various  agreements
between Nu Skin  International,  Inc., a subsidiary of the Company,  and Nu Skin
USA,  Inc.  in  consideration  for the  payment to Nu Skin USA,  Inc. of certain
consideration  and the acquisition of certain assets by the Company from Nu Skin
USA, Inc. (all of the foregoing  proposed  transactions being referred to herein
collectively as the "Proposed Transactions"); and

        B.  WHEREAS,  in  connection  with  the  Proposed  Transactions  and the
Company's  efforts to pursue  certain  liquidity  events for those  Stockholders
executing  this  Amendment  Agreement,   the  Company  has  requested  that  the
Stockholders   execute  this  Amendment  Agreement  and  extend  certain  resale
restrictions set forth therein;

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

        1. Section 2.2 Lock-up  Agreement is hereby  amended to provide that the
Extended  Lock-up Period for all  Stockholders who execute this Agreement (other
than  the  trusts   identified  on  Schedule  B  to  the  Amended  and  Restated
Stockholders  Agreement) is extended  until and shall  terminate on December 31,
1999.  All other terms and conditions of Section 2.2 of the Amended and Restated
Stockholders  Agreement  shall  remain in full  force  and  effect.  The  trusts
identified on Schedule B to the Amended and Restated Stockholders  Agreement and
those  Stockholders  who elect not to execute  this  Amendment  Agreement  shall
remain  subject to the original  Extended  Lock-up  Period,  and  following  the
expiration of such original  Extended Lock-up Period shall remain subject to the
limitations  on resale as set forth in the  Amended  and  Restated  Stockholders
Agreement during the Restricted Resale Period.

        2. Section 2.3 Post Lock-up  Selling  Restrictions  is hereby amended to
provide that the Restricted  Resale Period for all  Stockholders  (including the
trusts identified on Schedule B to the Amended

                                       -1-

and Restated  Stockholders  Agreement and those  Stockholders who do not execute
this  Agreement)  shall expire on March 26, 2000. All other terms and conditions
of Section 2.3 of the Amended and Restated  Stockholders  Agreement shall remain
in full force and effect.

        3. Section 3.4  Application  of Agreement to Transfers in Private Resale
Transactions  is hereby  amended by adding the following  sentence at the end of
such Section:

        "Notwithstanding the foregoing, upon request to the Company, the Company
        may  authorize,  which  authorization  may be granted or withheld in its
        sole  discretion  exercised in good faith,  a donee that is a non-profit
        entity that is qualified under Section 501(c)(3) of the Internal Revenue
        Code and is  unaffiliated  with any  Stockholder  to sell shares and not
        have  such  shares  aggregated  with  any  shares   transferred  by  the
        Transferring Stockholder for purposes of the Rule 144 Allotment provided
        that such donee  sells the shares in  accordance  with the  requirements
        specified  by the Company such as selling  such shares  through  Merrill
        Lynch's  Provo  office,  over such time period as may be required by the
        Company,  and in such  manner  and during  such time  period as will not
        adversely  affect  the price or market of the  Company's  Class A Common
        Stock.

        4. Limited Resales. Each of Keith R. Halls, or affiliates he designates,
Anna Massaro Halls, or affiliates she designates, Rick A. Roney, Burke F. Roney,
Park R. Roney, and the MAR Trust, if they execute this Amendment Agreement,  may
(A) sell to the Company in 1999 20,000 shares of their Class A or Class B Common
Stock at a purchase  price equal to 80% of the fair market  value of such shares
based on the lower of the closing price of the Company's Class A Common Stock on
the New York  Stock  Exchange  on the  date  prior  to the  announcement  of the
execution of the letter of intent regarding the Proposed Transactions or the day
immediately prior to the date of the purchase of such shares by the Company, and
(B) notwithstanding  their agreement to extend the Extended Lock-Up Period, sell
20,000  shares  between  September  1,  1999  and  December  31,  1999  if  such
Stockholder  does not (i) sell any shares to the Company  during 1999,  and (ii)
does not sell any shares in a private placement or a secondary offering prior to
September  1,  1999.  Any such  sales  shall be made  through  Merrill  Lynch in
accordance  with the provisions of 2.3.2 and 2.3.3,  and for purposes of Section
2.3.3,  the  Stockholder's  Rule 144 Allotment for the period from  September 1,
1999 through December 31, 1999 shall be deemed to be 20,000 shares.

        5. Liquidity  Events.  As additional  consideration  to the Stockholders
who, together with all of their Stockholder  Controlled  Entities,  execute this
Amendment  Agreement and agree to the extension of the Extended  Lock-up  Period
prior to March 15,  1999,  the Company will  endeavor to pursue other  liquidity
alternatives for such  Stockholders,  market conditions  permitting.  Any of the
Stockholders  who elect not to execute this Amendment  Agreement  prior to March
15,  1999  shall  not  have  any  right to  participate  in any  such  liquidity
alternative  or event  except for such  limited  rights  that they may have with
respect to any registered,  underwritten offering commenced by the Company under
the  piggy-back  registration  rights  provisions  of the Amended  and  Restated
Stockholders Agreement.

        6. Counterparts.  This Agreement may be executed by facsimile and by any
number of counterparts, each of which shall be deemed to be an original, but all
of which together shall  constitute one agreement.  Each counterpart may consist
of a number of copies each signed by less than all, but  together  signed by all
of the Parties hereto.

        7. Effect of Amendment.  This Amendment Agreement amends the Amended and
Restated  Stockholders  Agreement only to the extent expressly  provided herein.
Pursuant to Section  12.5 of the Amended and  Restated  Stockholders  Agreement,
this Amendment Agreement shall be binding upon each

                                       -2-

of the Stockholders who elect to execute this Amendment Agreement even if one or
more of the Stockholders fail or refuse to execute this Amendment Agreement.  To
the extent provisions of the Amended and Restated Stockholders Agreement are not
expressly modified or amended by this Agreement, such unamended provisions shall
continue  in full  force and  effect and shall be  construed  together  with the
amendments set forth herein as the entire  agreement of the parties hereto.  The
Amendment Agreement shall not apply to any Stockholder who does not execute this
Amendment Agreement,  but such Stockholder shall remain subject to and obligated
under the terms of the  Amended and  Restated  Stockholders  Agreement,  without
giving  effect  to  this  Amendment,  and  this  Amendment  shall  in no  way be
interpreted  as limiting  the  obligations  or  restrictions  in the Amended and
Restated  Stockholders  Agreement with respect to any  Stockholder  who does not
execute  this  Amendment  Agreement.  In the  event  the  Company  or one of its
subsidiaries  has not entered  into a definitive  agreement  with respect to the
Proposed  Transactions by May 15 1999, the amendments referred to in Sections 1,
2 and 4 hereof  shall  expire  and no longer be of any force or effect  from the
date of such written notice.

                      [SIGNATURE PAGES BEGIN ON NEXT PAGE]

                                       -3-

                        SIGNATURE PAGE OF AMENDMENT NO. 1
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

        IN WITNESS  WHEREOF,  this Agreement has been signed by duly  authorized
signatories  of the Parties  hereto and is binding upon the Parties hereto as of
the date first above written.

                                       NU SKIN ENTERPRISES, INC.,
                                       a Delaware Corporation

                                       By:    /s/ Truman Hunt
                                       Its:   Vice President

                                       By: /s/ Blake M. Roney
                                       Blake M. Roney, individually

                                       By: /s/ Nancy l. Roney
                                       Nancy L. Roney, individually

                                       THE ALL R'S TRUST

                                       By: /s/ L. S. McCullough
                                       L. S. McCullough
                                       Its:   Trustee

                                       THE B & N RONEY TRUST

                                       By: /s/ L. S. McCullough
                                       L. S. McCullough
                                       Its:   Trustee

                                       THE WFA TRUST

                                       By: /s/ L. S. McCullough
                                       L. S. McCullough
                                       Its:   Trustee

                                       S-1

                        SIGNATURE PAGE OF AMENDMENT NO. 1
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                                       BNASIA, LTD.

                                       By: /s/ Blake M. Roney
                                       Blake M. Roney
                                       Its:   General Partner

                                       By: /s/ Nancy L. Roney
                                       Nancy L. Roney
                                       Its:   General Partner

                                       THE BLAKE M. AND NANCY L. RONEY
                                       FOUNDATION

                                       By: /s/ Blake M. Roney
                                       Blake M. Roney
                                       Its:   Trustee

                                       By: /s/ Nancy L. Roney
                                       Nancy L. Roney
                                       Its:   Trustee

                                       THE ONE FOUNDATION

                                       By: /s/ Blake M. Roney
                                       Blake M. Roney
                                       Its:   Trustee

                                       By: /s/ Nancy L. Roney
                                       Nancy L. Roney
                                       Its:   Trustee

                                       By: /s/ Keith R. Halls
                                       Keith R. Halls
                                       Its:   Trustee

                                       S-2

                        SIGNATURE PAGE OF AMENDMENT NO. 1
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                                       B & N RHINO COMPANY, L.C.

                                       By: /s/ Craig F. McCullough
                                       Craig F. McCullough
                                       Its:   Manager

                                       /s/ Nedra D. Roney
                                       Nedra D. Roney, individually

                                       Rick A. Roney, individually

                                       /s/ Burke F. Roney
                                       Burke F. Roney, individually

                                       /s/ Park R. Roney
                                       Park R. Roney, individually

                                       THE MAR TRUST

                                       By: /s/ Tom D. Branch
                                       Tom D. Branch
                                       Its:   Trustee

                                       THE NR TRUST

                                       By: /s/ Tom D. Branch
                                       Tom D. Branch
                                       Its:   Trustee

                                       S-3

                        SIGNATURE PAGE OF AMENDMENT NO. 1
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                                       THE ROSE FOUNDATION

                                       By: /s/ Nedra D. Roney
                                       Nedra D. Roney
                                       Its:   Trustee

                                       By: /s/ Tom D. Branch
                                       Tom D. Branch
                                       Its:   Trustee

                                       THE NEDRA RONEY FIXED CHARITABLE TRUST

                                       By: /s/ Tom D. Branch
                                       Tom D. Branch
                                       Its:   Trustee

                                       NR RHINO COMPANY, L.C.

                                       By: /s/ Craig F. McCullough
                                       Craig F. McCullough
                                       Its:   Manager

                                       /s/ Sandra N. Tillotson
                                       Sandra N. Tillotson, individually

                                       THE SNT TRUST

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                       THE DVNM TRUST

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                       S-4

                        SIGNATURE PAGE OF AMENDMENT NO. 1
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                                       THE CWN TRUST

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                       THE DPN TRUST

                                       By: /s/ Craig S. Tillotson
                                       Craig S. Tillotson
                                       Its:   Trustee

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                       THE GNT TRUST

                                       By: /s/ Craig S. Tillotson
                                       Craig S. Tillotson
                                       Its:   Trustee

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                       THE LMB TRUST

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                       S-5

                        SIGNATURE PAGE OF AMENDMENT NO. 1
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                                       THE SANDRA N. TILLOTSON FOUNDATION

                                       By: /s/ Sandra N. Tillotson
                                       Sandra N. Tillotson
                                       Its:   Trustee

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                       THE SANDRA N. TILLOTSON FIXED
                                       CHARITABLE TRUST

                                       By: /s/ Sandra N. Tillotson
                                       Sandra N. Tillotson
                                       Its:   Trustee

                                       By: /s/ L. S. McCullough
                                       L. S. McCullough
                                       Its:   Independent Trustee

                                       SNT RHINO COMPANY, L.C.

                                       By: /s/ Craig S. Tillotson
                                       Craig S. Tillotson
                                       Its:   Manager

                                       /s/ Steven J. Lund
                                       Steven J. Lund, individually

                                       /s/ Kalleen Lund
                                       Kalleen Lund, individually

                                       SKASIA, LTD.

                                       By: /s/ Steven J. Lund
                                       Steven J. Lund
                                       Its:   General Partner

                                       S-6

                        SIGNATURE PAGE OF AMENDMENT NO. 1
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                                       By: /s/ Kalleen Lund
                                       Kalleen Lund
                                       Its:   General Partner

                                       THE S AND K LUND TRUST

                                       By: /s/ Blake M. Roney
                                       Blake M. Roney
                                       Its:   Trustee

                                       THE STEVEN J. AND KALLEEN LUND
                                       FOUNDATION

                                       By: /s/ Steven J. Lund
                                       Steven J. Lund
                                       Its:   Trustee

                                       By: /s/ Kalleen Lund
                                       Kalleen Lund
                                       Its:   Trustee

                                       THE STEVEN AND KALLEEN LUND FIXED
                                       CHARITABLE TRUST

                                       By: /s/ Steven J. Lund
                                       Steven J. Lund
                                       Its:   Trustee

                                       By: /s/ Steven J. Lund
                                       Kalleen Lund
                                       Its:   Trustee

                                       By: /s/ L. S. McCullough
                                       L. S. McCullough
                                       Its:   Independent Trustee

                                       S & K RHINO COMPANY, L.C.

                                       By: /s/ Craig F. McCullough
                                       Craig F. McCullough
                                       Its:   Manager

                                       S-7

                        SIGNATURE PAGE OF AMENDMENT NO. 1
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                                       /s/ Brooke B. Roney
                                       Brooke B. Roney, individually

                                       /s/ Denice R. Roney
                                       Denice R. Roney, individually

                                       BDASIA, LTD.

                                       By: /s/ Brooke B. Roney
                                       Brooke B. Roney
                                       Its:   General Partner

                                       By: /ss Denice R. Roney
                                       Denice R. Roney
                                       Its:   General Partner

                                       THE B AND D RONEY TRUST

                                       By: /s/ Blake M. Roney
                                       Blake M. Roney
                                       Its:   Trustee

                                       THE BROOKE BRENNAN AND DENICE RENEE
                                       RONEY FOUNDATION

                                       By: /s/ Brooke B. Roney
                                       Brooke B. Roney
                                       Its:   Trustee

                                       By: /s/ Denice R. Roney
                                       Denice R. Roney
                                       Its:   Trustee

                                       Kirk V. Roney, individually

                                       S-8

                        SIGNATURE PAGE OF AMENDMENT NO. 1
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                                       Melanie K. Roney, individually

                                       KMASIA, LTD.

                                       By:
                                       Kirk V. Roney
                                       Its:   General Partner

                                       By:
                                       Melanie K. Roney
                                       Its:   General Partner

                                       THE K AND M RONEY TRUST
                                       By:
                                       Rick A. Roney
                                       Its:   Trustee

                                       THE KIRK V. AND MELANIE K. RONEY
                                       FOUNDATION

                                       By:
                                       Kirk V. Roney
                                       Its:   Trustee

                                       By:
                                       Melanie K. Roney
                                       Its:   Trustee

                                       THE KIRK AND MELANIE RONEY FIXED
                                       CHARITABLE TRUST

                                       By:
                                       Kirk V. Roney
                                       Its:   Trustee

                                       S-9

                        SIGNATURE PAGE OF AMENDMENT NO. 1
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                                       By:
                                       Melanie K. Roney
                                       Its:   Trustee

                                       By:
                                       L. S. McCullough
                                       Its:   Trustee

                                       K & M RHINO COMPANY, L.C.

                                       By:
                                       Craig F. McCullough
                                       Its:   Manager

                                       /s/ Keith R. Halls
                                       Keith R. Halls, individually

                                       /s/ Anna Lisa Massaro Halls
                                       Anna Lisa Massaro Halls, individually

                                       KAASIA, LTD.

                                       By: /s/ Keith R. Halls
                                       Keith R. Halls
                                       Its:   General Partner

                                       By: /s/ Anna Lisa Halls
                                       Anna Lisa Halls
                                       Its:   General Partner

                                       THE K AND A HALLS TRUST

                                       By: /s/ Michael Lee Halls
                                       Michael Lee Halls
                                       Its:   Trustee

                                      S-10

                        SIGNATURE PAGE OF AMENDMENT NO. 1
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                                       By: /s/ Dennis Morgan
                                       Dennis Morgan
                                       Its:   Trustee

                                       THE HALLS FAMILY TRUST

                                       By: /s/ Michael Lee Halls
                                       Michael Lee Halls
                                       Its:   Trustee

                                       By: /s/ Dennis Morgan
                                       Dennis Morgan
                                       Its:   Trustee

                                       THE KEITH AND ANNA LISA HALLS FIXED
                                       CHARITABLE TRUST

                                       By: /s/ Keith R. Halls
                                       Keith R. Halls
                                       Its:   Trustee

                                       By: /s/ Anna Lisa Halls
                                       Anna Lisa Halls
                                       Its:   Trustee

                                       By: /s/ L. S. McCullough
                                       L. S. McCullough
                                       Its:   Independent Trustee

                                       THE KEITH RAY AND ANNA LISA MASSARO
                                       HALLS FOUNDATION

                                       By: /s/ Keith R. Halls
                                       Keith R. Halls
                                       Its:   Trustee

                                       By: /s/ Anna Lisa Halls
                                       Anna Lisa Halls
                                       Its:   Trustee

                                      S-11

                        SIGNATURE PAGE OF AMENDMENT NO. 1
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                                       K & A RHINO COMPANY, L.C.

                                       By: /s/ Craig F McCullough
                                       Craig F. McCullough
                                       Its:   Manager

                                       /s/ Craig S. Tillotson
                                       Craig S. Tillotson, individually

                                       THE CST TRUST

                                       By: /s/ Robert L. Stayner
                                       Robert L. Stayner
                                       Its:   Trustee

                                       THE JS TRUST

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                       THE JT TRUST

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                       THE CB TRUST

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                      S-12

                        SIGNATURE PAGE OF AMENDMENT NO. 1
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                                       THE CM TRUST

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                       THE BCT TRUST

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                       THE ST TRUST

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                       THE NJR TRUST

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                       THE RLS TRUST

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                       THE RBZ TRUST

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                      S-13

                        SIGNATURE PAGE OF AMENDMENT NO. 1
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                                       THE LB TRUST

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                       THE CRAIG S. TILLOTSON FOUNDATION

                                       By: /s/ Craig S. Tilotson
                                       Craig S. Tillotson
                                       Its:   Trustee

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Trustee

                                       THE CRAIG S. TILLOTSON FIXED CHARITABLE
                                       TRUST

                                       By: /s/ Craig S. Tillotson
                                       Craig S. Tillotson
                                       Its:   Trustee

                                       By: /s/ Lee M. Brower
                                       Lee M. Brower
                                       Its:   Independent Trustee

                                       CST RHINO COMPANY, L.C.

                                       By: /s/ Sandra N. Tillotson
                                       Sandra N. Tillotson
                                       Its:   Manager

                                       /s/ R. Craig Bryson
                                       R. Craig Bryson, individually

                                       /s/ Kathleen D. Bryson
                                       Kathleen D. Bryson, individually

                                      S-14

                        SIGNATURE PAGE OF AMENDMENT NO. 1
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                                       RCKASIA, LTD.

                                       By: /s/ R. Craig Bryson
                                       R. Craig Bryson
                                       Its:   General Partner

                                       By: /s/ Kathleen D. Bryson
                                       Kathleen D. Bryson
                                       Its:   General Partner

                                       THE C AND K TRUST

                                       By: /s/ Steven J. Lund
                                       Steven J. Lund
                                       Its:   Trustee

                                       THE BRYSON FOUNDATION

                                       By: /s/ R. Craig Bryson
                                       R. Craig Bryson
                                       Its:   Trustee

                                       By: /s/ Kathleen D. Bryson
                                       Kathleen D. Bryson
                                       Its:   Trustee

                                       THE BRYSON FIXED CHARITABLE TRUST

                                       By: /s/ R. Craig Bryson
                                       R. Craig Bryson
                                       Its:   Trustee

                                       By: /s/ Kathleen D. Bryson
                                       Kathleen D. Bryson
                                       Its:   Trustee

                                       By: /s/ Robert L. Stayner
                                       Robert L. Stayner
                                       Its:   Independent Trustee

                                      S-15

                        SIGNATURE PAGE OF AMENDMENT NO. 1
                 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

                                       CKB RHINO COMPANY, L.C.

                                       By: /s/ Keith R. Halls
                                       Keith R. Halls
                                       Its:   Manager

                                       THE RICK AND KIMBERLY RONEY VARIABLE
                                       CHARITABLE REMAINDER UNITRUST

                                       By:
                                       James Blaylock
                                       Its:   Trustee

                                       THE RICK AND KIMBERLY RONEY FIXED
                                       CHARITABLE UNITRUST

                                       By:
                                       Rick A. Roney
                                       Its:   Trustee

                                       By:
                                       Kimberly Roney
                                       Its:   Trustee

                                       By:
                                       L.S. McCullough
                                       Its:   Independent Trustee

                                      S-16