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.

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.

§§ 45(l), 49, 53(b), and 56(a).

3. Venue in the United States District Court for the District of Utah, Central Division, is proper under 15 U.S.C.

§ 53(b) and under 28 U.S.C. §§ 1391(b-c) and 1395(a).

4. Defendant Nu Skin is a Utah corporation with its office and principal place of business located within the District of Utah, Central Division, at 75 West Center, Provo, Utah 84601.

5. Defendant Nu Skin is engaged in the advertising, promotion, offering for sale, sale, and distribution of numerous different products, including foods, drugs, cosmetics, and devices, and in the recruitment of distributors for its products. Defendant Nu Skin maintains, and at all times mentioned herein has maintained, a substantial course of trade in or affecting commerce, as "commerce" is defined in Section 4 of the FTC Act, 15 U.S.C. § 44.

6. In a Commission proceeding bearing Docket No. C-3489, in which defendant Nu Skin was charged with violating Sections 5(a)(1) and 12 of the FTC Act, 15 U.S.C. §§ 45(a)(1) and 52, the Commission on April 1, 1994, entered against Nu Skin, its successors and assigns, and its officers, agents, representatives and employees, a consent order to cease and desist from certain practices in connection with the advertising, packaging, labeling, promotion, offering for sale, sale or distribution of any food, drug, or device as those terms are defined in Section 15 of the Federal Trade Commission Act, 15 U.S.C. § 55, and from certain practices in connection with the recruitment of distributors ("the Commission's Order"). The Commission's Order was served upon defendant Nu Skin on April 15, 1994, and by operation of law became final and enforceable thereafter. It has remained in full force and effect ever since.

7. The Commission's Order contains the following provisions:

IT IS FURTHER ORDERED that [respondent] Nu Skin, . . . [its] successors and assigns, and [its] officers; . . . agents, representatives and employees, directly or through any partnership, corporation, subsidiary, division or other device, in connection with the advertising, packaging, labeling, promotion, offering for sale, sale or distribution of any product or service in or affecting commerce, as "commerce" is defined in the Federal Trade Commission Act, do forthwith cease and desist from:

A. Making any representation, directly or by implication, regarding the performance, benefits, efficacy or safety of any food, drug, or device, as those terms are defined in Section 15 of the Federal Trade Commission Act, 15 U.S.C. § 55, unless at the time of making such representation respondents possess and rely upon competent and reliable scientific evidence that substantiates the representation.

B. Making any representation, directly or by implication, regarding the performance, benefits, efficacy or safety of any product or service (other than a product or service covered under Part IV.A. herein), unless at the time of making such representation respondents possess and rely upon competent and reliable evidence, which when appropriate must be competent and reliable scientific evidence, that substantiates the representation.

8. Copies of the Commission's Complaint and the Commission's Order are attached to this Complaint as Exhibit A.

9. On numerous occasions since April 15, 1994, Nu Skin, directly or through its representatives or agents, has disseminated or caused to be disseminated advertisements, promotional materials, and product labels for Metabotrim, including but not necessarily limited to those attached hereto as Exhibits B-1 to B-8. These advertisements and promotional materials, and product labels contain the following statements:

SUPPLEMENTS TO GIVE METABOLISM A NUDGE

The supplement Metabotrim discourages laying down new fat, and stimulates the enzymes that remove fat from your hips, abdomen or wherever it lies.

HOW TO SPEED UP METABOLISM

Increasing your metabolic rate may help you lose unwanted fat--and it's possible you may eat more than you do now. The Interior Design Weight Management and Lifestyle System boosts your metabolism in three ways:

-By eating a well-balanced, low-fat diet

-By increasing your activity level

-With Metabotrim, a natural supplement that promotes the utilization of fat.

METABOLISM-BOOSTING BODY COMPOSITION

There are proven ways to make your body leaner and lower your percent body fat. . . . take the Interior Design nutritional supplement Metabotrim. This supplement contains chromium picolinate, which has been found to help promote the use of carbohydrates for energy, instead of storing them as fat. Metabotrim also contains L-Carnitine, a supplement that encourages fat utilization for energy.

One capsule Metabotrim. Contains Chromium Picolinate and L-Carnitine along with a mixture of essential vitamins. Chromium Picolinate is a useful source of chromium, an essential mineral and a dietary component needed for normal and proper stimulation of the metabolism. This helps in the utilization of stored body fat, protecting lean body mass.

And a unique and very powerful product has been put into our line called Metabotrim. Metabotrim has two things in it that make it magic: One is chromium picolinate. Now, chromium picolinate mobilizes and burns body fat. Chromium picolinate burns your fat. The second thing they put in is something that the French and the Europeans have been raving about for years, and it's called carnitine--L-carnitine. And L-carnitine also mobilizes body fat so that it can be burned and used as energy. So here we have this incredible product sitting on this table which allows you to start eating sensibly, and all of a sudden you start to look different. You look smaller. And you look more shapely.

. . . Metabotrim, a remarkable new formula, scientifically developed with chromium picolinate to insure that the carbohydrates you consume are used for energy and not stored as fat. Plus, Metabotrim contains L-Carnitine, an essential nutrient which helps your body burn fat more efficiently.

Metabotrim has ingredients proven to:

* Burn food as energy --

not store it as fat.

* Promote production of muscle

Chromium Picolinate, has been proven in scientific double blind test to assist the body in burning food as energy instead of storing it as fat!

Another ingredient in Metabotrim, "l-Carnitine," is known to assist in converting stored fat to energy in the body. The ingredients in Metabotrim have been scientifically shown to establish and maintain proper metabolic rates assisting the body in burning fat while preserving lean muscle mass!

Metabotrim was developed to optimize your metabolism, that is, Metabotrim, twice a day, will actually help your body burn fat more efficiently and use carbohydrates for maximum energy production. Metabotrim contains chromium picolinate, a scarce mineral not abundant in our normal diet. Studies have shown that this form of chromium actually promotes the increase of lean muscle mass in the body.

Metabotrim also contains L-carnitine, another natural nutrient essential for the efficient metabolizing of fats. So, the combination of chromium picolinate and L-carnitine helps you burn the fat while promoting the production of lean mass.

Metabotrim helps your body digest food and utilize energy, rather than store it as fat. L-carnitine, chromium picolinate, . . . help preserve lean muscle mass and provide the body with energy.

METABOTRIM provides nutrients like l-carnitine, chromium picolinate, . . . to help preserve lean muscle mass and utilize energy, not store it as fat. Metabotrim can help utilize body fat without depleting lean muscle mass.

Scientifically proven ingredients in Metabotrim help ensure that the food you consume is used as energy and not stored as fat. And this unique product helps your body utilize stored body fat without breaking down your lean body mass. Chromium picolinate is a highly bioavailable form of chromium . . . that's believed to preserve muscle mass and provide proper and normal stimulation of the metabolism. Metabotrim also incorporates l-carnitine l-tartrate to help your body use fat, thus preserving lean muscle mass.

Combining essential vitamins and minerals, METABOTRIM helps your body metabolize fat for energy, thus preserving lean body mass.

10. On numerous occasions since April 15, 1994, Nu Skin, directly or through its representatives or agents, has disseminated or caused to be disseminated advertisements and promotional materials for OverDrive, including but not necessarily limited to those attached hereto as Exhibits B-9 and

B-10. These advertisements and promotional materials contain the following statements:

OverDrive . . .

* Chromium picolinate helps maintain lean body mass . . . .

OverDrive Sports Supplement

* Chromium picolinate and chelated chromium for effective function of insulin to help regulate blood glucose levels and support muscle building.

11. On numerous occasions since April 15, 1994, Nu Skin, directly or through its representatives or agents, has disseminated or caused to be disseminated advertisements, promotional materials, and product labels for GlycoBar, including but not necessarily limited to those attached hereto as Exhibits B-11 and B-12. These advertisements, promotional materials, and product labels contain the following statements:

GlycoBar Energy Source

* Chromium picolinate and chelated chromium help regulate blood glucose levels and assist muscle development.

GlycoBar contains both chromium picolinate and chromium chelate, believed to be essential for effective function of insulin, which regulates blood glucose levels and creates a muscle building effect by assimilating amino acids into proteins.

12. On numerous occasions since April 15, 1994, Nu Skin, directly or through its representatives or agents, has disseminated or caused to be disseminated advertisements and promotional materials for Appeal Lite, including but not necessarily limited to those attached hereto as Exhibits B-6 and B-13. These advertisements and promotional materials contain the following statements:

Chromium picolinate helps maintain lean muscles and utilize energy.

CHROMIUM PICOLINATE . . .

* Helps utilize fat for energy while preserving lean muscle tissue.

13. On numerous occasions since April 15, 1994, Nu Skin, directly or through its representatives or agents, has disseminated or caused to be disseminated advertisements and promotional materials for Breakbar, including but not necessarily limited to those attached hereto as Exhibit B-6. These advertisements and promotional materials contain the following statements:

Breakbars . . .

Chelated chromium and chromium picolinate help maintain lean body mass and utilize stored body fat for energy.

14. Through the use of the statements contained in the advertisements and promotional materials referred to in paragraph 9, including but not necessarily limited to the advertisements and promotional materials attached as Exhibits B-1, B-3 through B-5, and B-7, defendant, in connection with the advertising, packaging, labeling, promotion, offering for sale, sale, or distribution of Metabotrim, has, on numerous occasions, represented, directly or by implication, that scientific studies demonstrate that: (a) the ingredients in Metabotrim lower the percent of body fat and make the body leaner; (b) the ingredients in Metabotrim regulate the body's metabolic rate to assist in burning fat, while preserving muscle; (c) the ingredients in Metabotrim promote the utilization of ingested food for energy, and not for storage as fat; (d) the ingredients in Metabotrim promote muscle gain; (e) the chromium picolinate in Metabotrim promotes muscle gain; and (f) the chromium picolinate in Metabotrim promotes the utilization of ingested carbohydrates or other foods for energy and not for storage as fat.

15. Defendant has made the representations set forth in paragraph 14 regarding the performance, benefits, and efficacy of Metabotrim without possessing and relying upon competent and reliable scientific evidence substantiating such representations, thereby violating Part IV of the Commission's Order.

16. Through the use of the statements contained in the advertisements, promotional materials, and product labels referred to in paragraph 9, including but not necessarily limited to the advertisements, promotional materials, and product labels attached as Exhibits B-1 through B-8 quoted above, defendant, in connection with the advertising, packaging, labeling, promotion, offering for sale, sale, or distribution of Metabotrim, has, on numerous occasions, represented, directly or by implication, that: (a) the ingredients in Metabotrim reduce the storage of fat in the body; (b) the ingredients in Metabotrim stimulate enzymes that remove fat from the body; (c) the ingredients in Metabotrim increase the body's metabolic rate; (d) the ingredients in Metabotrim help the body burn fat more efficiently; (e) the ingredients in Metabotrim promote the utilization of ingested food for energy and not for storage as fat; (f) the ingredients in Metabotrim promote the utilization of stored body fat for energy, thereby preserving muscle; (g) the ingredients in Metabotrim promote muscle gain; (h) the chromium picolinate in Metabotrim burns body fat; promotes the utilization of ingested carbohydrates or other foods for energy and not for storage as fat; and preserves muscle; and (i) the L-carnitine in Metabotrim helps the body burn fat more efficiently; and promotes the utilization of stored body fat for energy, thereby preserving muscle.

17. Defendant has made the representations set forth in paragraph 16 regarding the performance, benefits, and efficacy of Metabotrim without possessing and relying upon competent and reliable scientific evidence substantiating such representations, thereby violating Part IV of the Commission's Order.

18. Through the use of the statements contained in the advertisements and promotional materials referred to in paragraph 10, including but not necessarily limited to the advertisements and promotional materials attached as Exhibits B-9 and B-10 quoted above, defendant, in connection with the advertising, packaging, labeling, promotion, offering for sale, sale, or distribution of OverDrive, has, on numerous occasions, represented, directly or by implication, that: (a) the chromium picolinate and chelated chromium in OverDrive help support muscle building; and (b) the chromium picolinate in OverDrive helps maintain muscle.

19. Defendant has made the representations set forth in paragraph 18 regarding the performance, benefits, and efficacy of OverDrive without possessing and relying upon competent and reliable scientific evidence substantiating such representations, thereby violating Part IV of the Commission's Order.

20. Through the use of the statements contained in the advertisements, promotional materials, and product labels referred to in paragraph 11, including but not necessarily limited to the advertisements, promotional materials, and product labels attached as Exhibits B-11 and B-12 quoted above, defendant, in connection with the advertising, packaging, labeling, promotion, offering for sale, sale, or distribution of GlycoBar, has, on numerous occasions, represented, directly or by implication, that the chromium picolinate and chelated chromium in GlycoBar facilitate muscle development.

21. Defendant has made the representation set forth in paragraph 20 regarding the performance, benefits, and efficacy of GlycoBar without possessing and relying upon competent and reliable scientific evidence substantiating such representation, thereby violating Part IV of the Commission's Order.

22. Through the use of the statements contained in the advertisements and promotional materials referred to in paragraph 12, including but not necessarily limited to the advertisements and promotional materials attached as Exhibits B-6 and B-13 quoted above, defendant, in connection with the advertising, packaging, labeling, promotion, offering for sale, sale, or distribution of Appeal Lite, has, on numerous occasions, represented, directly or by implication, that the chromium picolinate in Appeal Lite helps promote the utilization of fat for energy and helps preserve muscle.

23. Defendant has made the representations set forth in paragraph 22 regarding the performance, benefits, and efficacy of Appeal Lite without possessing and relying upon competent and reliable scientific evidence substantiating such representations, thereby violating Part IV of the Commission's Order.

24. Through the use of the statements contained in the advertisements and promotional materials referred to in paragraph 13, including but not necessarily limited to the advertisements and promotional materials attached as Exhibit B-6 quoted above, defendant, in connection with the advertising, packaging, labeling, promotion, offering for sale, sale, or distribution of Breakbar, has, on numerous occasions, represented, directly or by implication, that the chelated chromium and chromium picolinate in Breakbar help promote the utilization of stored body fat for energy, and help preserve muscle.

25. Defendant has made the representations set forth in paragraph 24 regarding the performance, benefits, and efficacy of Breakbar without possessing and relying upon competent and reliable scientific evidence substantiating such representations, thereby violating Part IV of the Commission's Order.

26. Each copy of any printed advertisement or promotional material, each copy of an audio tape or video tape, and each appearance of a product label containing any representations in violation of the Commission's Order in one or more of the ways described above, disseminated by defendant since April 15, 1994, the date the Commission's Order became final, constitutes a separate violation for which plaintiff seeks monetary civil penalties.

27. Section 5(l) of the FTC Act, 15 U.S.C. § 45(l), authorizes the Court to award monetary civil penalties of not more than $10,000 for each such violation of the Commission's Order.

28. Under Sections 5(l) and 13(b) of the FTC Act, 15 U.S.C. §§ 45(l) and 53(b), this Court is authorized to issue a permanent injunction against defendant's violating the FTC Act and the Commission's Order, as well as ancillary relief.

WHEREFORE, plaintiff requests this Court, pursuant to 15 U.S.C. §§ 45(l), 49, and 53(b), and to the Court's own equity powers:

(1) Enter judgment against the defendant and in favor of the plaintiff for each violation alleged in this Complaint;

(2) Award plaintiff monetary civil penalties from defendant for each violation of the Commission's Order alleged in this Complaint;

(3) Enjoin defendant from violating the Commission's Order issued in FTC Docket No. C-3489 (1994); and

(4) Award plaintiff such additional relief as the Court may deem just and proper.

DATED: