EX-10.36

(This is the form of  Trademark\Tradename  Licensing  Agreement for Nu Skin USA,
Inc. and the other North American Private  affiliates.  Payments are paid in the
local currency of the country in which the private affiliate operates)

                           NU SKIN INTERNATIONAL, INC.
                                       AND
                                NU SKIN USA, INC.

                     TRADEMARK\TRADENAME LICENSING AGREEMENT

                                TABLE OF CONTENTS
                                                                           Page

ARTICLE I      DEFINITIONS..................................................2
           1.1  "Agreement".................................................2
           1.2  "Business Portfolios".......................................2
           1.3  "Commercial Materials"......................................2
           1.4  "Independent Distributor Network"...........................2
           1.5  "Intercompany Agreements"...................................2
           1.6  "Know-How"..................................................3
           1.7  "Licensed Marks and Names"..................................3
           1.8  "Net Sales".................................................3
           1.9  "NSI Independent Distributor"...............................3
           1.10  "NSI Trademark"............................................3
           1.11  "NSI Tradename"............................................3
           1.12  "Product"..................................................4
           1.13  "Proprietary Information"..................................4
           1.14  "Sales Aid"................................................5
           1.15  "Territory"................................................5

ARTICLE II     GRANT OF EXCLUSIVE LICENSE; ROYALTIES........................5
           2.1  Grant of Exclusive License..................................5
           2.2  NSI's Interest in Licensed Marks and Names..................5
           2.3  Recitals of Value of Licensed Marks and Names...............5
           2.4  Warranty of Title...........................................6
           2.5  Royalties...................................................6

ARTICLE III    COMPUTATION AND PAYMENT TERMS................................6
           3.1  Royalty Payments............................................6
           3.2  Records.....................................................7
           3.3  Payment Terms...............................................7
           3.4  Default Rate................................................7

ARTICLE IV     CERTAIN COVENANTS............................................7
           4.1  Use of Licensed Marks and Names.............................7
           4.2  Modifications...............................................8
           4.3  Prejudicial Use.............................................8
           4.4  Labels......................................................8
           4.5  Goodwill....................................................8
           4.6  Export of Products..........................................9

ARTICLE V      TERM.........................................................9

ARTICLE VI     TERMINATION..................................................9

ARTICLE VII    EFFECT OF TERMINATION........................................10
           7.1  Obligation of NSUSA Upon Termination........................10
           7.2  Survival of Obligations.....................................11
           7.3  Reversion of Rights.........................................11

ARTICLE VIII   GOVERNMENTAL APPROVALS, LAWS AND REGULATIONS.................11

ARTICLE IX     INFRINGEMENT; INDEMNIFICATION................................12

ARTICLE X      CONFIDENTIALITY..............................................13

ARTICLE XI     NATURE OF RELATIONSHIP.......................................14

ARTICLE XII    MAINTENANCE OF TRADEMARKS; RECORDING;
                 REGISTRATION OF TRADEMARK..................................14

ARTICLE XIII   MISCELLANEOUS................................................15
           13.1     Assignment..............................................15
           13.2     Force Majeure...........................................15
           13.3     Governing Law and Dispute Resolution....................16
           13.4     Waiver and Delay........................................17
           13.5     Notices.................................................17
           13.6     Integrated Contract.....................................18
           13.7     Modification and Amendment..............................18
           13.8     Severability............................................18
           13.9     Counterparts and Headings...............................18

                    TRADEMARK \ TRADENAME LICENSING AGREEMENT

           THIS  TRADEMARK  \ TRADENAME  LICENSING  AGREEMENT  (hereinafter  the
"Agreement") is entered into and made effective this 31st day of December, 1997,
between Nu Skin International,  Inc., a corporation  organized under the laws of
the State of Utah, U.S.A.,  (hereinafter referred to as "NSI"), and Nu Skin USA,
Inc., a corporation  organized  under the laws of the State of Delaware,  U.S.A.
(hereinafter "NSUSA"). Hereinafter, NSI and NSUSA shall collectively be referred
to as the "Parties" and each shall be individually referred to as "Party."

                               W I T N E S S E T H

           WHEREAS,  NSI is engaged in the design,  production  and marketing of
Products  (as  defined  below) and  related  Sales Aids (as  defined  below) for
distribution in worldwide markets through a network of independent distributors;
and,

           WHEREAS,  NSUSA  acts  as  the  exclusive  wholesale  distributor  of
Products  in the  Territory  (as  hereafter  defined)  , having  entered  into a
separate Wholesale Distribution Agreement with NSI dated as of the date hereof,

           WHEREAS,  NSUSA desires to affix NSI Trademarks (as defined below) to
Products and to affix NSI Tradenames (as defined below) to Commercial  Materials
it envisions for the Territory thereby deriving benefit from the goodwill, value
and  reputation  such  marks and names  shall  lend when used to  identify  such
Products and Commercial Materials; and,

           WHEREAS,  the Parties desire to enter into this Trademark \ Tradename
Licensing Agreement as set forth herein;

           NOW THEREFORE, in consideration of the premises, the mutual promises,
covenants,   and  warranties  hereinafter  set  forth  and  for  other  valuable
consideration,  the  sufficiency  of which is hereby  acknowledged,  the Parties
agree as follows:

                                   ARTICLE I

                                  DEFINITIONS

           For the purposes of this  Agreement,  the  following  words and terms
shall have the meaning assigned to them in this Article I:

           1.1  "Agreement"  shall  mean  this   Trademark\Tradename   Licensing
Agreement  (together with any exhibits and schedules hereto), as the same may be
modified, amended or supplemented from time to time.

           1.2 "Business  Portfolios" shall mean those materials approved by NSI
and not purchased  from NSI that are intended for sale in  conjunction  with the
execution  of a  distributor  contract to NSI  Independent  Distributors  in the
Territory  explaining  the  Nu  Skin  independent  business   opportunity,   the
contractual  relationship  with NSI and the marketing  support  programs for the
Territory.

           1.3  "Commercial  Materials"  shall  mean,  without  limitation,  any
business marquis, sign, letterhead, business card, pamphlet, brochure, magazine,
flyer,  newsletter,  Sales  Aid,  advertisement  or  other  associated  tangible
materials NSUSA uses in its activities with the Independent  Distributor Network
or the public to enhance its image and  competitiveness  in the  Territory  that
NSUSA has not  purchased  from NSI.  Commercial  Materials  shall  not,  for the
purposes of this Agreement, include Business Portfolios (as defined below).

           1.4 "Independent  Distributor  Network" shall mean the network of all
NSI Independent Distributors.

           1.5 "Intercompany  Agreements" shall mean The Wholesale  Distribution
Agreement, The Licensing and Sales Agreement, The Management Services Agreement,
and The Trademark/Tradename Agreement between the Parties.

           1.6  "Know-How"  shall  mean  any  information,   including,  without
limitation,  any commercial or business information,  lists,  marketing methods,
marketing surveys, processes, specifications, quality control reports, drawings,
photographs,  or any other  information  owned by NSI, whether or not considered
proprietary,  relating to the Independent  Distributor  Network, NSI Independent
Distributors, the NSI distributor lists, and the NSI sales compensation plan.

           1.7  "Licensed  Marks  and  Names"  shall  mean  any  NSI  Trademark,
including those affixed to any Product for purposes of identifying, promoting or
selling such Product in the Territory to any NSI  Independent  Distributor,  and
any NSI  Tradename,  including  those affixed to or used in connection  with any
Commercial  Materials produced to further NSUSA's  commercial  activities in the
Territory and any product formula as agreed to by the Parties from time to time.

           1.8 "Net Sales" shall mean,  for any period,  the number of Products,
Commercial  Materials and Introductory  Kits (or any part thereof) sold by NSUSA
during such period,  multiplied  by NSUSA's then  current  selling  price to NSI
Independent  Distributors  for  each  such  Product,   Commercial  Material  and
Introductory  Kits,  less  applicable  consumption  taxes and returns or refunds
reasonably accepted and credited by NSUSA during such period.

           1.9 "NSI  Independent  Distributor"  shall mean a person or  business
entity  authorized  by  contract  with  NSI  to  distribute,  as an  independent
contractor, Products and Sales Aids.

           1.10 "NSI Trademark" shall mean any NSI service mark, trademark, logo
or device (or  combination  thereof) used or for which NSI has a bonafide intent
to use, registered or otherwise.

           1.11 "NSI Tradename"  shall mean any  commercially  valuable  "mark,"
"name," or "device" or combination  thereof whether or not similar in appearance
to any NSI Trademark of which NSI is the owner, registered or otherwise.

           1.12  "Product"  shall  mean  any of  the  following  bearing  an NSI
Trademark: any product, including,  without limitation,  cosmetics,  nutritional
products,  dietary supplements,  vitamins,  over-the-counter drugs, quasi-drugs,
drugs and  pharmaceutical  products,  and other  products,  which NSUSA designs,
manufactures,   produces   and/or   distributes   or  causes  to  be   designed,
manufactured,  produced  or  distributed  in the  Territory,  that NSUSA has not
purchased  from NSI.  Products  shall not, for the  purposes of this  Agreement,
include Business Portfolios.

           1.13 "Proprietary  Information" shall mean, without  limitation,  all
information other than information in published form or expressly  designated by
either  party in writing as  non-confidential,  which is directly or  indirectly
disclosed to the other party,  regardless  of the form in which it is disclosed,
relating in any way to the following  property owned by the Parties or which the
Parties have been  licensed to use or  sub-license:  (1)  proprietary  technical
information related to the Licensed Marks and Names and the Business Portfolios;
(2) information  respecting  actual or potential  customers or customer contacts
and customer sales strategies,  names, addresses, phone numbers,  identification
numbers, database information and its organization, unique business methods; (3)
market studies, penetration data, customers,  products,  contracts,  copyrights,
computer programs,  applications,  technical data, licensed technology, patents,
inventions,   procedures,  methods,  designs,  strategies,  plans,  liabilities,
assets, cost revenues,  sales costs,  production costs, raw material sources and
other market  information;  (4) other sales and  marketing  plans,  programs and
strategies;  (5) trade secrets, Know-How, designs and proprietary commercial and
technical information,  methods, practices, procedures, processes, formulae with
respect to  manufacturing,  assembly,  design or processing  products subject to
this Agreement and any  component,  part or  manufacture  thereof;  (6) profits,
organization, employees, agents, distributors, suppliers, trademarks, tradenames
and services;  (7) other business and commercial  practices in general  relating
directly or indirectly to the foregoing;  (8) computer disks or other records or
documents,  originals  or  copies,  containing  in  whole  or in part any of the
foregoing; and (9) tax information, returns and other financial information.

           1.14 "Sales Aid" shall mean materials, in whatever form and/or design
produced  to assist in the  marketing  of  Products  or the Nu Skin  independent
business opportunity in the Territory.

           1.15 "Territory"  shall mean the United States of America,  including
its territories.

                                   ARTICLE II

                    GRANT OF NON EXCLUSIVE LICENSE; ROYALTIES

           2.1  Grant  of  Exclusive  License.  NSI  hereby  grants  to NSUSA an
exclusive  license  and  right  to use,  the  Licensed  Marks  and  Names in the
Territory,  provided  that all such uses shall comply in all  material  respects
with the terms of this Agreement.

           2.2 NSI's  Interest in Licensed  Marks and Names.  NSI hereby retains
legal title to the Licensed Marks and Names for all purposes,  including but not
limited to, the bringing or defending of any legal action in the Territory which
it deems reasonable to protect its rights therein. NSUSA agrees to assist NSI in
any manner to protect NSI's rights in the Licensed Marks and Names which NSI may
reasonably request. NSI shall reimburse NSUSA for any third party costs incurred
by NSUSA in providing such assistance.

           2.3 Recitals of Value of Licensed Marks and Names.  NSUSA  recognizes
and agrees that NSI has  expended  considerable  time,  effort and  resources to
develop,  register, apply for registrations,  maintain and enhance the value and
reputation of the Licensed Marks and Names.  NSUSA further agrees it will derive
a  considerable  benefit  from its use of the  Licensed  Marks  and Names in the
Territory and from NSI's efforts and expenditures  respecting the Licensed Marks
and Names.

           2.4 Warranty of Title. NSI hereby  represents and warrants that it is
the sole and  exclusive  owner of the  Licensed  Marks and Names and that to the
best  of its  knowledge  and  information  no  claim  exists  or has  been  made
contesting the ownership and title of said Licensed Marks and Names.

           2.5 Royalties.  As compensation  for the exclusive  licenses  granted
pursuant to the terms of this Agreement,  NSUSA shall pay to NSI a royalty equal
to five percent (5%) (or as  otherwise  mutually  agreed upon by the Parties) of
its Net Sales in the  Territory  during the entire  term of this  Agreement.  If
NSUSA elects to produce  and/or  purchase any Products from a third party rather
than  through  or from  NSI,  and  such  Product  is based  on or  contains  NSI
proprietary  information,  formulas  or  ingredients,  and  such  Product  bears
Licensed Marks and Names, the applicable  royalty shall be eight percent (8%) of
Net Sales, or as otherwise mutually agreed upon by the Parties.

                                  ARTICLE III

                          COMPUTATION AND PAYMENT TERMS

           3.1 Royalty Payments.

                3.1(a)  Within 30 days following the close of each month,  NSUSA
                        shall deliver to NSI, by electronic transmission or such
                        other  medium as the  parties  shall  agree from time to
                        time,  a statement of its Net Sales during such month in
                        the Territory and a computation of the royalties payable
                        hereunder. NSUSA shall make payment of such royalties in
                        accordance with Section 3.3 hereof concurrently with the
                        delivery of such statement.

                3.1(b)  For  purposes of  computing  the  royalty,  Products and
                        Commercial  Materials  shall  be  considered  sold  when
                        recognized for accounting purposes as a sale by NSUSA as
                        per U.S. GAAP.

                3.1(c)  The  Parties   agree  that  the  royalty   shall  remain
                        competitive within the Territory and shall be negotiated
                        and  determined  on an  arm's  length  basis  and may be
                        adjusted  from time to time as agreed by the  Parties in
                        writing.

           3.2 Records.  Each Party shall keep complete and accurate  records of
its  activities  under  this  Agreement  which  shall be open to  inspection  by
authorized representatives of the other party at any reasonable time.

           3.3 Payment Terms. Payments made by NSUSA to NSI under this Agreement
shall be payable in U.S. dollars.  Payments shall be made either directly to NSI
in immediately available funds by wire transfer to an account designated by NSI,
or by such other means of payment acceptable to NSI from time to time.

           3.4 Default  Rate.  Without  limiting  any of NSI's other  rights and
remedies  under  this  Agreement,  amounts  outstanding  under the terms of this
Agreement not paid within sixty (60) days from the date due and payable,  and as
set forth in the payment  provisions  herein,  shall bear  interest at the prime
interest  rate as reported in the Wall Street  Journal plus two percent (2%) for
the full period outstanding. Whether or not interest charges are actually levied
is at the discretion of NSI.

                                   ARTICLE IV

                                CERTAIN COVENANTS

           4.1 Use of Licensed Marks and Names. NSUSA may use the Licensed Marks
and Names only in accordance with the terms of this Agreement.

                4.1(a)  All  Products  and  Commercial   Materials  bearing  the
                        Licensed  Marks and Names  shall be  approved by NSI and
                        shall   be   used   in   accordance    with   standards,
                        specifications and instructions approved by NSI; and,

                4.1(b)  NSI shall  have the right to  inspect  the  premises  of
                        NSUSA  and  those of any of  NSUSA's  subcontractors  at
                        which Product(s) are being  manufactured,  at reasonable
                        times,  and also to receive samples of such  Product(s),
                        in   accordance   with  a  reasonable   schedule  to  be
                        established promptly between NSI and NSUSA; and,

                4.1(c)  NSUSA agrees to correct,  as promptly as  possible,  any
                        defects in the Product(s) and/or  manufacturing  thereof
                        brought to NSUSA's attention by NSI or otherwise; and,

                4.1(d)  NSUSA agrees to submit to NSI for prior approval,  which
                        approval  will  not be  unreasonably  withheld,  labels,
                        packaging,  advertising  and promotional  materials,  in
                        relation  to which any of the  Licensed  Marks and Names
                        are proposed to be used,  including the marking  legends
                        intended to be used in relation thereto.

           4.2  Modifications.  NSUSA shall make no modification to the Licensed
Marks and Names without the express, prior written consent of NSI.

           4.3 Prejudicial Use. NSUSA shall not use the Licensed Marks and Names
in any way that will prejudice NSI's rights therein.

           4.4 Labels. At the request of NSI, labels or packaging which bear any
of the Licensed Marks and Names shall also bear an asterisk  placed  immediately
above the end of the mark to reference a statement which shall appear underneath
the mark and shall  contain  the  words "TM  Registered  -  Licensed  by Nu Skin
International, Inc." (where the mark is registered) or "TM - Licensed by Nu Skin
International, Inc." (where the mark is not registered).

           4.5 Goodwill. All goodwill generated by use of the Licensed Marks and
Names shall inure to NSI, and, upon  termination of this Agreement,  NSUSA shall
not have any claim against NSI for compensation for loss of distribution rights,
loss of goodwill or any similar loss.

           4.6 Export of Products.  The Licensee shall not export any product on
which any Licensed Mark or Name is affixed to any country  outside the Territory
without the prior written consent of NSI.

                                    ARTICLE V

                                      TERM

           This Agreement  shall be effective from the Effective Date for a term
of two (5) years  unless  terminated  pursuant  to Article  11. The Term of this
Agreement  shall be renewed  automatically  for successive one year terms unless
terminated (90) days prior to the end of the then current term .

                                   ARTICLE VI

                                   TERMINATION

           6.1 This  Agreement may be terminated by either Party  immediately or
at any time after the occurrence of any of the following events:

                (a)     the other Party shall  commence any case,  proceeding or
                        other action (i) under any existing or future law of any
                        jurisdiction,   domestic   or   foreign,   relating   to
                        bankruptcy,  insolvency,  reorganization  or  relief  of
                        debtors,  seeking  to have an order for  relief  entered
                        with  respect  to it,  or  seeking  to  adjudicate  it a
                        bankrupt  or  insolvent,   or  seeking   reorganization,
                        arrangement,    adjustment,   winding-up,   liquidation,
                        dissolution,  compensation  or other relief with respect
                        to it or its debts,  or (ii)  seeking  appointment  of a
                        receiver, trustee, custodian or other similar action; or

                (b)     there  shall be  commenced  against  the other Party any
                        case, proceeding or other action of a nature referred to
                        in clause (a) above which (A) results in the entry of an
                        order for relief or any such adjudication or appointment
                        or (B) remains undismissed, undischarged or unbonded for
                        a period of 90 days. Events described in clauses (a) and
                        (b) of this  Section  12.1(a)  shall be referred to as a
                        ?Bankruptcy  Event?.  If a Bankruptcy Event occurs,  all
                        amounts   owing  under  this   Agreement   shall  become
                        immediately due and payable, without any notice thereof.

           6.2 This  Agreement may be  terminated by either Party,  if the other
Party is in default in the  performance  of any material  obligation  under this
Agreement  and such  default  has not been cured  within  ninety (90) days after
receipt of written notice of such default by the defaulting Party; or

           6.3  This  Agreement  may be  terminated  by NSI (a) if the  original
pre-IPO  Shareholders of Nu Skin Asia Pacific shall no longer owns or controls a
majority of the voting interest in NSUSA;  (such  termination  will be effective
thirty (30) days after NSI gives written  notice to NSUSA of the occurrence of a
change in control and its intention to terminate this Agreement  based thereon);
or (b) if NSUSA  causes or allows a judgment  in excess of  twenty-five  million
dollars  ($25,000,000)  to be  entered  against  it or  allows a lien,  security
interest,  or other  encumbrance to attach to its assets which secures an amount
in excess of twenty-five million dollars ($25,000,000).

                                   ARTICLE VII

                              EFFECT OF TERMINATION

           7.1 Obligation of NSUSA Upon  Termination.  Upon  termination of this
Agreement  by either  Party,  NSUSA  agrees to (a) sell,  destroy  or  otherwise
dispose of all Products and Commercial  Materials bearing the Licensed Marks and
Names within 45 days after such termination;  (b) immediately discontinue use of
the Licensed  Marks and Name in any form and not adopt in place thereof any word
or  design  that is  confusingly  similar  thereto;  and (c)  return  to NSI all
manuals, drawings, and standards or any other documents provided by NSI to NSUSA
relating to the use of the Licensed Marks and Names.

           7.2 Survival of  Obligations.  The  obligations of the Parties to pay
any sums which are due and payable as of the  expiration or  termination of this
Agreement  and their  obligations  under  Section 2.2,  Article IX and Article X
hereof shall survive the expiration or termination of this Agreement.

           7.3 Reversion of Rights.  Upon  termination of this Agreement by NSI,
all rights and  licenses  herein  granted to NSUSA shall  immediately  cease and
shall revert to NSI, and NSUSA shall cease  representing to any third party that
it has any right to use, assign, convey or otherwise transfer the Licensed Marks
and Names.

                                  ARTICLE VIII

                  GOVERNMENTAL APPROVALS, LAWS AND REGULATIONS

           8.1 NSUSA agrees to obtain, or cause to be obtained, at its sole cost
and  expense,  any  governmental  approval  and make,  or cause to be made,  any
filings or  notifications  required under all applicable  laws,  regulations and
ordinances of the Territory to enable this  Agreement to become  effective or to
enable any payment  pursuant to the  provisions  of this  Agreement  to be made.
NSUSA  agrees  to keep  NSI  informed  of the  progress  in  obtaining  all such
government  approvals.  NSUSA  agrees  to  cooperate  with NSI and to take  such
actions as NSI shall reasonably  request in order to obtain such approvals.  NSI
shall reimburse NSUSA for any third party costs incurred by NSUSA in taking such
actions.  8.2 Each party  agrees to refrain  from any action that will cause the
other party to be in violation of any applicable law,  regulation,  or ordinance
of the Territory .

                                   ARTICLE IX

                          INFRINGEMENT; INDEMNIFICATION

           NSI hereby represents and warrants that, as of the date hereof, there
are no  infringement  or  misappropriation  suits  pending  or filed  or, to its
knowledge,  threatened  against  NSI within  the  Territory  that  relate to the
Licensed Marks and Names and NSI is not presently aware of any such infringement
or  misappropriation.  NSI shall  indemnify  and hold  NSUSA  harmless  from and
against all claims, actions, suits,  proceedings,  losses,  liabilities,  costs,
damages  and  attorneys'  fees  in  respect  of a  third  party  claim  alleging
infringement or  misappropriation by NSUSA in respect of its use of the Licensed
Marks and Names in the  Territory;  provided  that  NSUSA  shall give NSI prompt
written  notice of any such  claim,  action,  suit or  proceeding  and,  without
limiting the generality of Section 2.2 hereof,  shall  cooperate with NSI in the
defense of any such  claim,  action,  suit or  proceeding.  Notwithstanding  the
foregoing,  NSI shall have no obligation to indemnify  NSUSA for any liabilities
arising  out  of  NSUSA?s   failure  or  the  failure  of  the  NSI  Independent
Distributors in the Territory to utilize the Licensed Marks and Names (i) in the
manner for which the Licensed Marks and Names are reasonably  intended,  (ii) in
compliance  with Nu Skin policies and procedures or (iii) as contemplated by the
Intercompany Agreements.  NSI shall have the right to select counsel in any such
claim,  action,  suit or proceeding.  In the event that any such claim,  action,
suit or proceeding is successful,  NSI shall use reasonable efforts to make such
changes in the  Licensed  Marks and Names to permit  NSUSA to continue to use of
the  Licensed  Marks  and  Names  free  and  clear  of  all   infringement   and
misappropriation. NSUSA shall give NSI prompt written notice of any infringement
or  misappropriation  of the Licensed  Marks and Names by any third  party.  NSI
shall have the sole right to initiate any and all legal proceedings  against any
such third party and,  without  limiting the  generality  of Section 2.2 hereof,
NSUSA shall cooperate with NSI in the pursuit of any such proceeding.  NSI shall
retain any damage award obtained from such third party.

                                    ARTICLE X

                                 CONFIDENTIALITY

           All  Proprietary  Information  or  other  non-public  or  proprietary
business or technical  information owned or used by NSI or NSUSA and supplied to
or acquired by the other whether in oral or documentary form (the  "Confidential
Information")  shall be supplied and acquired in confidence  and shall be solely
for the use of the  receiving  party  pursuant to this  Agreement and such party
shall keep the Confidential  Information confidential and shall not disclose the
same,  at any time during the term of this  Agreement or after its  termination,
except to its employees, or its affiliates, or its affiliates? employees for the
purposes of its business in accordance  with this Agreement and except as may be
required  by  law;  provided  that  if the  receiving  party  determines  that a
disclosure is required by law, the receiving  party shall notify the  disclosing
party in order to give the disclosing party an opportunity to seek an injunction
or otherwise  attempt to keep the  Confidential  Information  confidential.  The
receiving party shall, at the request of the disclosing party, destroy or return
the  Confidential  Information  without  retaining  copies  if, as and when this
Agreement is terminated  or expires.  For purposes of this  Agreement,  the term
"Confidential  Information" shall not include  information or documents that (i)
become generally  available to the public other than as a result of a disclosure
by the receiving party, (ii) was otherwise  lawfully  available to the receiving
party,  or  (iii)  was  generated  independently  by the  receiving  party.  The
provisions  of this Article shall survive  termination  of this  Agreement for a
period of 10 years after he  termination  of this  Agreement  provided that this
Agreement is not extended or renegotiated.

                                   ARTICLE XI

                             NATURE OF RELATIONSHIP

           The relationship of NSUSA and NSI shall be and at all times remain,
respectively,  that of Licensee and  Licensor.  Nothing  contained or implied in
this  Agreement  shall be  construed  to  constitute  either  party as the legal
representative or agent of the other or to constitute or construe the Parties as
partners, joint venturers,  co-owners or otherwise as participants in a joint or
common  undertaking.  Neither  party is  authorized  to conclude any contract or
agreement  or make any  commitment,  representation  or warranty  that binds the
other or otherwise act in the name of or on behalf of the other.

                                   ARTICLE XII

                      MAINTENANCE OF TRADEMARKS; RECORDING;
                            REGISTRATION OF TRADEMARK

           NSI  covenants to use its best efforts to maintain the  registrations
of the NSI  Trademarks  currently  registered  in the  Territory as set forth in
Exhibit A hereto.  NSI, in its sole  discretion,  shall have the right to record
this Agreement or proof thereof,  or to enter NSUSA as a registered  user in the
Territory.  NSUSA  agrees to  cooperate,  as  reasonably  requested  by NSI,  in
arranging  for such  recordings  or  entries,  or in bearing or  canceling  such
recordings  or  entries in the event of  amendments  to or  termination  of this
Agreement for any reason. Upon termination of this Agreement for any reason, the
Parties agree to do everything necessary to effect cancellation of the record of
NSUSA as a registered user of the NSI Trademarks in the Territory.

           At the request of NSUSA, NSI shall file applications in the Territory
for the  registration of all new NSI Trademarks that NSUSA intends to use in the
Territory.  If any mark used by NSI in the United States of America with respect
to certain  products  is used by NSUSA in the  Territory  in relation to similar
products,  then,  whether or not the mark is registered in the Territory,  NSUSA
shall not claim any proprietary  interest in any NSI trademarks.  If any of such
marks are  immediately  registrable in the Territory,  NSUSA will cooperate with
NSI in filing an application  for  registration of the marks in the name of NSI.

If any such marks are not immediately capable of registration  because they lack
distinctiveness,  then at any time when in the opinion of legal  counsel for NSI
the use of the marks by NSUSA has conferred on them  sufficient  distinctiveness
to permit registration in the Territory,  NSUSA shall, when requested by NSI, do
all things  necessary and execute all documents  required to register such marks
in the  Territory  and  assign  the  eventual  registrations  to NSI  who  shall
reimburse  NSUSA for the cost of registration  and assignment,  but shall not be
obligated to make any other payment in consideration for the assignment.

                                  ARTICLE XIII

                                  MISCELLANEOUS

           13.1 Assignment.  This Agreement shall be binding on and inure to the
benefit of the heirs,  successors,  assigns and  beneficiaries  of the  Parties;
provided  that  neither  party  may  assign  this  Agreement  or any  rights  or
obligations  hereunder,  whether by operation of law or  otherwise,  without the
prior written consent of the other party through its authorized  representative.
Any such attempted  assignment without the written consent provided herein shall
be void and unenforceable.

           13.2 Force Majeure.  The Parties shall not be responsible for failure
to perform  hereunder  due to force  majeure,  which shall  include,  but not be
limited to: fires, floods, riots, strikes, labor disputes,  freight embargoes or
transportation  delays,  shortage of labor,  inability to secure fuel, material,
supplies,  equipment  or power at  reasonable  prices or on account of  shortage
thereof,  acts of God or of the public  enemy,  war or civil  disturbances,  any
existing or future laws, rules, regulations or acts of any government (including
any  orders,  rules or  regulations  issued  by any  official  or agency or such
government)   affecting  a  party  that  would  delay  or  prohibit  performance
hereunder, or any cause beyond the reasonable control of a party. If an event of
force  majeure  should  occur,  the affected  party shall  promptly  give notice
thereof to the other party and such affected party shall use its reasonable best
efforts to cure or correct any such event of force majeure.

         13.3  Governing Law and Dispute  Resolution.  This  Agreement  shall be
governed  by and  construed  in  accordance  with the laws of the State of Utah,
applicable to contracts made and to be wholly  performed  within such State. Any
dispute  arising out of this Agreement,  if not resolved by mutual  agreement of
NSI and NSUSA  within 30 days after  written  notice of such dispute is given by
NSI or NSUSA, as the case may be, shall be resolved through arbitration with the
Utah office and division of the American Arbitration Association ("AAA"). If the
dispute is not resolved  within such 30-day  period,  the Parties shall petition
the AAA to promptly  appoint a  competent,  disinterested  person to act as such
arbitrator.  Within  30  days  after  the  designation  or  appointment  of such
arbitrator,  such  arbitrator  shall be  required to  commence  the  arbitration
proceeding  in the  state  of  Utah  at a time  and  place  to be  fixed  by the
arbitrator, who shall so notify NSI and NSUSA. Such arbitration proceeding shall
be conducted in accordance with the applicable  rules and procedures of the AAA,
and/or as  otherwise  may be agreed by NSI and NSUSA and may be  enforced in any
court of competent  jurisdiction.  The  expenses  and costs of such  arbitration
shall be divided and borne equally by NSI and NSUSA; provided,  that such of NSI
and NSUSA  shall  pay all fees and  expenses  incurred  by it in  presenting  or
defending against such claim, right or cause of action.

           13.4  Waiver  and Delay.  No waiver by either  party of any breach or
default in performance by the other party, and no failure, refusal or neglect of
either party to exercise any right,  power or option given to it hereunder or to
insist  upon  strict  compliance  with  or  performance  of  the  other  party's
obligations under this Agreement, shall constitute a waiver of the provisions of
this  Agreement  with respect to any  subsequent  breach  thereof or a waiver by
either  party of its right at any time  thereafter  to require  exact and strict
compliance with the provisions thereof.

           13.5  Notices.   All  notices,   requests  and  other  communications
hereunder  shall be in writing and shall be deemed to have been duly  given,  if
delivered by hand, or if communicated by facsimile,  cable or similar electronic
means to the  facsimile  number or cable  identification  number  as  previously
provided by each party to the other,  at the time that receipt  thereof has been
confirmed by return electronic communication or signal that the message has been
received,  or if mailed,  ten (10) days after  dispatch by  registered  airmail,
postage prepaid, from any post office addressed as follows:

If to NSUSA:      General Manager
                  Nu Skin U.S.A., Inc.
                  75 West Center Street
                  Provo, Utah 84601
                  USA
                  Fax: 801-345-3099

If to NSI:        General Manager
                  Nu Skin International, Inc.
                  75 West Center Street
                  Provo, Utah 84601, U.S.A.
                  Facsimile Number:  (801) 345-5999

           Either party may change its facsimile  number,  cable  identification
number or address by a notice  given to the other  party in the manner set forth
above.
           13.6  Integrated  Contract.  This  Agreement  constitutes  the entire
agreement  between  the  Parties  relating  to the  subject  matter  hereof  and
supersedes   all  prior  or   contemporaneous   negotiations,   representations,
agreements and understandings (both oral and written) of the Parties.

           13.7  Modification  and  Amendment.  No supplement,  modification  or
amendment  of this  Agreement  shall be  binding  unless  it is in  writing  and
executed by both of the Parties.

           13.8 Severability. To the extent that any provision of this Agreement
is (or in the opinion of counsel  mutually  acceptable to both Parties would be)
prohibited,  judicially  invalidated or otherwise rendered  unenforceable in any
jurisdiction,  such provision shall be deemed  ineffective only to the extent of
such prohibition,  invalidation or  unenforceability  in that jurisdiction,  and
only  within  that  jurisdiction.  Any  prohibited,  judicially  invalidated  or
unenforceable  provision  of  this  Agreement  will  not  invalidate  or  render
unenforceable any other provision of this Agreement,  nor will such provision of
this  Agreement  be  invalidated   or  rendered   unenforceable   in  any  other
jurisdiction.

            13.9  Counterparts  and Headings.  This Agreement may be executed in
one or more counterparts,  each of which shall be deemed an original, but all of
which together shall  constitute one and the same  instrument.  All headings and
captions are inserted for convenience of reference only and shall not affect the
meaning or interpretation of any provision hereof.

           IN WITNESS  WHEREOF,  the Parties  have caused this  Agreement  to be
executed in the United  States of America by their  respective  duly  authorized
representatives as of the day and year first-above written.

NU SKIN INTERNATIONAL, INC.                       NU SKIN USA, INC.

By:      /s/Steven J. Lund                        By:      /s/  Keith R. Halls
Name:    Steven J. Lund                           Name:    Keith R. Halls
Its:     Executive Vice President & Secretary     Its:     Vice President