UNITED STATES DISTRICT COURT
                 DISTRICT OF UTAH, CENTRAL DIVISION



                                )
UNITED STATES OF AMERICA,       )
                                )
                    Plaintiff,  )
                                )
           v.                   )
                                  )
                                )   Civil Action No.
NU SKIN INTERNATIONAL, INC.,    )
  a corporation,                )
                                )
                    Defendant.  )
                                )

                   COMPLAINT FOR CIVIL PENALTIES,
                     INJUNCTIVE AND OTHER RELIEF

     Plaintiff, the United States of America, acting upon

notification and authorization to the Attorney General by the

Federal Trade Commission ("Commission"), for its Complaint

alleges that:

     1.  Plaintiff brings this action under Sections 5(l), 9,

13(b), and 16(a) of the Federal Trade Commission Act ("FTC Act"),

15 U.S.C. §§ 45(l), 49, 53(b), and 56(a), to obtain monetary

civil penalties and injunctive and other relief for violations of

a final cease and desist order issued against defendant Nu Skin

International, Inc. ("Nu Skin"), by the Commission.

                       JURISDICTION AND VENUE



     2.  This Court has jurisdiction over this matter under 28

U.S.C. §§ 1331, 1337(a), 1345, and 1355 and under 15 U.S.C.

                   UNITED STATES DISTRICT COURT
                DISTRICT OF UTAH, CENTRAL DIVISION


                                )
UNITED STATES OF AMERICA,       )
                                )
                    Plaintiff,  )
           v.                   )
                                ) Civil Action No.
NU SKIN INTERNATIONAL, INC.,    )
     a corporation,             )
                                )
                    Defendant.  )
                                )

                          CONSENT DECREE

     WHEREAS: Plaintiff, the United States of America, has

commenced this action by filing the Complaint herein; defendant

Nu Skin International, Inc., has waived service of the Summons

and Complaint; the parties have been represented by the attorneys

whose names appear hereafter; and the parties have agreed to

settlement of this action upon the following terms and

conditions, without adjudication of any issue of fact or law and

without defendant admitting liability for any of the matters

alleged in the Complaint;

     THEREFORE, on the joint motion of plaintiff and defendant,

it is hereby ORDERED, ADJUDGED, and DECREED as follows:

     1.    This Court has jurisdiction over the subject matter and

the parties.

     2.    The Complaint states a claim upon which relief may be

granted against the defendant under Sections 5(l), 9, 13(b), and