SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 ---------------


                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1 )*


                           Nu Skin Asia Pacific, Inc.
                                (Name of Issuer)


                              Class A Common Stock
                         (Title of Class of Securities)


                                   67018T-10-5
                                 (CUSIP Number)






*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be  "filed"  for the  purpose of  Section  18 of the  Securities  Act of 1934
("Act") or otherwise  subject to the  liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).

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                         SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5


    1     NAME OF REPORTING PERSON

                 R. Craig Bryson
                 Kathleen D. Bryson

    2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP            (a)  |_|
                                                                      (b)  |X|

    3     SEC USE ONLY


    4     CITIZENSHIP OR PLACE OF ORGANIZATION

                 R. Craig Bryson:     United States of America
                 Kathleen D. Bryson:  United States of America

                            5   SOLE VOTING POWER

       NUMBER OF                  R. Craig Bryson:  -0-**SEE ITEM 4
        SHARES                    Kathleen D. Bryson-0-**SEE ITEM 4
     BENEFICIALLY
       OWNED BY             6   SHARED VOTING POWER
         EACH
       REPORTING                  R. Craig Bryson:  4,918,236**SEE ITEM 4
      PERSON WITH                 Kathleen D. Bryson4,918,236**SEE ITEM 4

                            7   SOLE DISPOSITIVE POWER

                                  R. Craig Bryson:  -0-**SEE ITEM 4
                                  Kathleen D. Bryson-0-**SEE ITEM 4

                            8   SHARED DISPOSITIVE POWER

                                  R. Craig Bryson:  4,918,236**SEE ITEM 4
                                  Kathleen D. Bryson4,918,236**SEE ITEM 4

    9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 R. Craig Bryson4,918,236**SEE ITEM 4
                 Kathleen D. Bryson:  4,918,236**SEE ITEM 4

   10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
          CERTAIN SHARES                                                     |_|

   11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                 R. Craig Bryson 26.9%**SEE ITEM 4
                 Kathleen D. Bryson:  26.9%**SEE ITEM 4

          TYPE OF REPORTING PERSON

   12            R. Craig Bryson:  IN
                 Kathleen D. Bryson:  IN

- -------------


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                         SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5

Item 1(a).  Name of Issuer:

            The name of the Issuer is Nu Skin Asia Pacific, Inc. (the "Issuer").

Item 1(b).  Address of Issuer's Principal Executive Offices:

            The address of the Issuer's  principal  executive  office is 75 West
            Center Street; Provo, Utah 84601.

Item 2(a).  Name of Person Filing:

            This  report is being  filed by R. Craig  Bryson and  Kathleen  D.
            Bryson  (referred to individually by name and  collectively as the
            "Reporting Persons").

Item 2(b).  Address of Principal Business Office or, if none, Residence:

            The address of the Reporting  Persons'  principal business office is
            75 West Center Street; Provo, Utah 84601.

Item 2(c).  Citizenship:

            The  Reporting  Persons are both  citizens  of the United  States of
            America.

Item 2(d).  Title of Class of Securities:

            This report  covers the  Issuer's  Class A Common  Stock,  par value
            $.001 per share (the "Class A Common Stock").

Item 2(e).  CUSIP Number:

            The CUSIP number of the Class A Common Stock is 67018T-10-5.

Item 3.     The Reporting Persons:  Not Applicable.

Item 4.     Ownership.

            R. Craig Bryson:

      (a)   R. Craig Bryson  beneficially  owns or is deemed to beneficially own
            4,918,236  shares of Common Stock as follows:  -0- shares of Class A
            Common Stock,  and 4,918,236  shares of the Issuer's  Class B Common
            Stock,  par value $.001 per share (the "Class B Common  Stock").  R.
            Craig  Bryson  disclaims  beneficial  ownership  of  the  following:
            4,775,736  shares  of  Class B Common  Stock  held  indirectly  as a
            general  partner of  RCKASIA,  Ltd.;  the  75,000  shares of Class B
            Common Stock held  indirectly  as a  co-trustee  of The Bryson Fixed
            Charitable  Trust;  and 67,500  shares of Class B Common  Stock held
            indirectly as a co-trustee of The Bryson Foundation.

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                         SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5

      (b)   Each share of Class B Common Stock is  convertible  at any time at
            the  option of the holder  into one share of Class A Common  Stock
            and each share of Class B Common Stock is automatically  converted
            into one share of Class A Common  Stock upon the  transfer of such
            share of Class B Common Stock to any person who is not a Permitted
            Transferee as defined in the Amended and Restated  Certificate  of
            Incorporation   of  the  Issuer.   Assuming   conversion   of  all
            outstanding  4,918,236 shares of Class B Common Stock beneficially
            owned or deemed to be  beneficially  owned by R. Craig Bryson,  he
            would  beneficially own or be deemed to beneficially own 4,918,236
            shares of Class A Common Stock which would constitute 26.9% of the
            number of shares of then outstanding  Class A Common Stock.  This
            percentage  assumes the exercise of the 1,605,000  vested options
            held by  distributors  of an  affiliate  of the  Issuer.  If such
            option shares were not included in the  calculation of the of the
            percentage,  the percentage would be 29.6%.  This percentage does
            not give effect to the exercise of any other outstanding  options
            of the Issuer.

            Each share of Class A Common  Stock  entitles the holder to one vote
            on each matter submitted to a vote of the Issuer's  stockholders and
            each share of Class B Common Stock  entitles the holder to ten votes
            on each such matter,  including the election of directors.  Assuming
            conversion  of all  outstanding  4,918,236  shares of Class B Common
            Stock  beneficially  owned or deemed to be beneficially  owned by R.
            Craig Bryson, he would beneficially own or be deemed to beneficially
            own 4,918,236  shares of Class A Common Stock which would constitute
            26.9%  of  the  aggregate  voting  power  of  the  Issuer.   This
            percentage  assumes the exercise of the 1,605,000  vested options
            held by  distributors  of an  affiliate  of the  Issuer.  If such
            option shares were not included in the  calculation of the of the
            percentage,  the percentage would be 29.6%.  This percentage does
            not give effect to the exercise of any other outstanding  options
            of the Issuer.

            Assuming  the  exercise  of vested  options to acquire  1,605,000
            shares  of Class A Common  Stock  and  assuming  the  vesting  of
            141,959  shares of Class A Common Stock  pursuant to  outstanding
            stock bonus  awards made by the Issuer and  assuming the exercise
            of options held by certain  executive  officers and  directors of
            the Issuer to acquire  446,825 shares of Class A Common Stock and
            assuming no conversion of any of the outstanding  shares of Class
            B Common  Stock,  the  4,918,236  shares of Class B Common  Stock
            beneficially owned or deemed to be beneficially owned by R. Craig
            Bryson  constitute  6.9% of the  aggregate  voting  power  of the
            Issuer.

      (c) (i) Not applicable.

            (ii)Assuming conversion of all outstanding 4,918,236 shares of Class
            B Common Stock beneficially owned or deemed to be beneficially owned
            by R. Craig Bryson, with respect to which he shares voting power, R.
            Craig Bryson would share voting power over 4,918,236 shares of Class
            A Common Stock as follows:  4,775,736 shares of Class A Common Stock
            held indirectly as a general partner of RCKASIA, Ltd.; 75,000 shares
            of Class A Common  Stock  held  indirectly  as a  co-trustee  of the
            Bryson Fixed  Charitable  Trust; and 67,500 shares of Class B Common
            Stock held indirectly as a co-trustee of The Bryson Foundation.

            (iii) Not applicable.

            (iv)Assuming conversion of all outstanding 4,918,236 shares of Class
            B Common Stock beneficially owned or deemed to be beneficially owned
            by R. Craig  Bryson,  with  respect  to which he shares  dispositive
            power, R. Craig Bryson would share  dispositive power over 4,918,236
            shares of Class A Common Stock as follows: 4,775,736 shares of Class
            A Common  Stock held  indirectly  as a general  partner of  RCKASIA,
            Ltd.;  75,000  shares of Class A Common Stock held  indirectly  as a
            co-trustee of the Bryson Fixed  Charitable  Trust; and 67,500 shares
            of Class B Common  Stock  held  indirectly  as a  co-trustee  of The
            Bryson Foundation.


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                         SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5

            Kathleen D. Bryson:

      (a)   Kathleen D. Bryson  beneficially  owns or is deemed to  beneficially
            own 4,918,236 shares of Common Stock as follows: -0- shares of Class
            A Common  Stock  and  4,918,236  shares  of  Class B  Common  Stock.
            Kathleen D. Bryson disclaims  beneficial ownership of the following:
            4,775,736  shares  of  Class B Common  Stock  held  indirectly  as a
            general  partner of RCKASIA,  Ltd.;  75,000 shares of Class B Common
            Stock held indirectly as a co-trustee of The Bryson Fixed Charitable
            Trust;  and 67,500 shares of Class B Common Stock held indirectly as
            a co-trustee of The Bryson Foundation.

      (b)   Each share of Class B Common Stock is  convertible  at any time at
            the  option of the holder  into one share of Class A Common  Stock
            and each share of Class B Common Stock is automatically  converted
            into one share of Class A Common  Stock upon the  transfer of such
            share of Class B Common Stock to any person who is not a Permitted
            Transferee as defined in the Amended and Restated  Certificate  of
            Incorporation   of  the  Issuer.   Assuming   conversion   of  all
            outstanding  4,918,236 shares of Class B Common Stock beneficially
            owned or deemed to be  beneficially  owned by Kathleen D.  Bryson,
            she  would  beneficially  own or be  deemed  to  beneficially  own
            4,918,236  shares of Class A Common  Stock which would  constitute
            26.9% of the number of shares of then  outstanding  Class A Common
            Stock.  This  percentage  assumes the  exercise of the  1,605,000
            vested  options  held  by  distributors  of an  affiliate  of the
            Issuer.   If  such  option   shares  were  not  included  in  the
            calculation of the of the  percentage,  the  percentage  would be
            29.6%.  This  percentage  does not give effect to the exercise of
            any other outstanding options of the Issuer.

            Each  share of Class A Common  Stock  entitles  the holder to one
            vote  on  each  matter  submitted  to  a  vote  of  the  Issuer's
            Stockholders  and each share of Class B Common Stock entitles the
            holder to ten votes on each such matter,  including  the election
            of directors.  Assuming  conversion of all outstanding  4,918,236
            shares of Class B Common Stock beneficially owned or deemed to be
            beneficially  owned by Kathleen D. Bryson, she would beneficially
            own or be deemed to beneficially  own 4,918,236 shares of Class A
            Common Stock which would constitute 26.9% of the aggregate voting
            power of the Issuer.  This percentage assumes the exercise of the
            1,605,000  vested options held by distributors of an affiliate of
            the  Issuer.  If such  option  shares  were not  included  in the
            calculation of the of the  percentage,  the  percentage  would be
            29.6%.  This  percentage  does not give effect to the exercise of
            any other outstanding options of the Issuer.

            Assuming  the  exercise  of vested  options to acquire  1,605,000
            shares  of Class A Common  Stock  and  assuming  the  vesting  of
            141,959  shares of Class A Common Stock  pursuant to  outstanding
            stock bonus  awards made by the Issuer and  assuming the exercise
            of options held by certain  executive  officers and  directors of
            the Issuer to acquire  446,825 shares of Class A Common Stock and
            assuming no conversion of any of the outstanding  shares of Class
            B Common  Stock,  the  4,918,236  shares of Class B Common  Stock
            beneficially owned or deemed to be beneficially owned by Kathleen
            D. Roney  constitute  6.9% of the  aggregate  voting power of the
            Issuer.

      (c)   (i) Not applicable.

            (ii)Assuming conversion of all outstanding 4,918,236 shares of Class
            B Common Stock beneficially owned or deemed to be beneficially owned
            by  Kathleen  D.  Bryson,  with  respect to which she shares  voting
            power,  Kathleen D. Bryson would share  voting power over  4,918,236
            shares of Class A Common Stock as follows: 4,775,736 shares of Class
            A Common Stock held indirectly as a general  RCKASIA,  Ltd.;  75,000
            shares of Class A Common Stock held  indirectly  as a co-trustee  of
            The Bryson  Fixed  Charitable  Trust;  and 67,500  shares of Class B
            Common  Stock held  indirectly  by her as  co-trustee  of The Bryson
            Foundation.

            (iii) Not applicable.


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                         SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5

            (iv)Assuming conversion of all outstanding 4,918,236 shares of Class
            B Common Stock beneficially owned or deemed to be beneficially owned
            by Kathleen D. Bryson,  with respect to which she shares dispositive
            power,  Kathleen  D.  Bryson  would  share  dispositive  power  over
            4,918,236  shares  of Class A Common  Stock  as  follows:  4,775,736
            shares of Class A Common Stock held as a general partner of RCKASIA,
            Ltd.;  75,000  shares of Class A Common Stock held  indirectly  as a
            co-trustee of the Bryson Fixed  Charitable  Trust; and 67,500 shares
            of Class B Common Stock held  indirectly as co-trustee of The Bryson
            Foundation.

Item 5.     Ownership of Five Percent or Less of a Class.

            Not applicable.

Item 6.     Ownership of More than Five Percent on Behalf of Another Person.

            R. Craig Bryson and  Kathleen D. Bryson are the general  partners of
            RCKASIA,  Ltd.  and have the right to receive or the power to direct
            the receipt of dividends  form, or the proceeds from the sale of the
            4,775,736  shares  of Class B Common  Stock  owned or  deemed  to be
            beneficially owned by RCKASIA, Ltd.

Item 7.     Identification and Classification of the Subsidiary Which Acquired
            the Security Being Reported on By the Parent Holding Company.
            
            Not applicable.

Item 8.     Identification and Classification of Members of the Group.

            The  Reporting  Persons  are a  party  to an  Amended  and  Restated
            Stockholders  Agreement  (the  "Amended  and  Restated  Stockholders
            Agreement"),  effective as of Novebmer  28, 1997,  among the parties
            listed on  Exhibit  A  attached  hereto.  The  Stockholders  who are
            parties to the  Amended and  Restated  Stockholders  Agreement  have
            agreed to  certain  limitations  on the  transfer  of Class B Common
            Stock. Additionally,  each stockholder who is a party to the Amended
            and Restated Stockholders Agreement has agreed to grant to the other
            parties a right of first offer to purchase  shares of Class B Common
            Stock of the  stockholder  in the event the  stockholder  intends to
            sell to a person  (or group of  persons)  who are not a party to the
            Amended  and  Restated  Stockholders  Agreement,  except in  certain
            circumstances such as Transfers (as defined therein) permitted under
            the Amended and Restated Stockholders Agreement,  Transfers with the
            U.S. Securities and Exchange Commission or similar regulatory agency
            of a foreign  jurisdiction or a Transfer in accordance with Rule 144
            of the 1934  Securities  Exchange  Act  pursuant  to a  registration
            statement filed.

            The Reporting Persons disclaim beneficial ownership of all shares of
            Class B  Common  Stock  held by other  parties  to the  Amended  and
            Restated  Stockholders  Agreement,  except as otherwise  reported in
            Item 4 of this Schedule 13G.


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                         SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5

            The Reporting Persons are parties to a limited partnership agreement
            dated September 5, 1996 among the parties listed on Exhibit B hereto
            (the "Limited Partnership  Agreement") pursuant to which the parties
            have formed RCKASIA,  Ltd. As a limited partnership,  RCKASIA,  Ltd.
            holds 4,775,736 shares of Class B Common Stock.

Item 9.     Notice of Dissolution of Group.

            Not applicable.

Item 10.    Certification.

            Not applicable.




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                         SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5

                                    SIGNATURE

      After reasonable  inquiry and to the best of our knowledge and belief,  we
certify that the information  set forth in this statement is true,  complete and
correct.





                                       By:    /s/ R. Craig Bryson
                                       Date:  February 17, 1998



                                       By:    /s/ Kathleen D. Bryson
                                       Date:  February 17, 1998


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                         SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5


                                    EXHIBIT A

       List of Parties to the Amended and Restated Stockholders Agreement


Nu Skin Asia Pacific, Inc.

Blake M. Roney, (a) individually, (b) as a general partner for BNASIA, Ltd., (c)
as a co-trustee for The Blake M. and Nancy L. Roney Foundation,  (d) as the sole
trustee for The S and K Lund Trust,  and (e) as the sole trustee for The B and D
Roney Trust.

Nancy  L.  Roney,  (a) as a  general  partner  for  BNASIA,  Ltd.  and  (b) as a
co-trustee for The Blake M. and Nancy L. Roney Foundation. BNASIA, Ltd.

The All R's Trust.

The B and N Roney Trust.

The WFA Trust.

The Blake M. and Nancy L. Roney Foundation.

B & N Rhino Company, L.C.

Nedra D.  Roney,  (a)  individually  and (b) as  co-trustee  for The Nedra Roney
Foundation.

The MAR Trust.

The NR Trust.

The Nedra Roney Foundation.

The Nedra Roney Fixed Charitable Trust.

NR Rhino Company, L.C.

Rick A. Roney, (a)  individually,  (b) as the sole trustee for The K and M Roney
Trust,  (c) as a  co-trustee  for The Rick and Kimberly  Roney Fixed  Charitable
Remainder Unitrust.

Kimberly Roney, as a co-trustee for The Rick and Kimberly Roney Fixed Charitable
Remainder Unitrust..

The Rick and Kimberly Roney Variable Charitable Remainder Unitrust.


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                                        i




                         SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5


The Rick and Kimberly Roney Fixed Charitable Remainder Unitrust.

Burke F. Roney, individually.

Park R. Roney, individually.

Sandra N. Tillotson, (a) individually, (b) as the sole trustee for The Sandra N.
Tillotson Fixed Charitable Trust, (c) as the manager of CST Rhino Company, L.C.,
(d) as the sole trustee of The CST Trust, and (e) as a co-trustee for The Sandra
N. Tillotson Foundation.

The SNT Trust.

The DVNM Trust.

The CWN Trust.

The DPN Trust.

The GNT Trust.

The LMB Trust.

The Sandra N. Tillotson Foundation.

The Sandra N. Tillotson Fixed Charitable Trust.

SNT Rhino Company, L.C.

Steven J. Lund, (a) individually, (b) as a general partner for SKASIA, Ltd., (c)
as a  co-trustee  for The Steven J. and  Kalleen  Lund  Foundation  and (d) as a
co-trustee for The Steven and Kalleen Lund Fixed  Charitable  Trust,  (e) as the
sole  trustee  for The All R's Trust,  (f) as the sole  trustee  for the B and N
Roney Trust,  (g) as the sole trustee for The WFA Trust, (h) as the sole trustee
for The C and K Trust,  and (i) as co-trustee for the Steven J. and Kalleen Lund
Foundation.

Kalleen Lund, (a) as a general partner of SKASIA,  Ltd., (b) as a co-trustee for
The Steven J. and  Kalleen  Lund  Foundation,  and (c) as a  co-trustee  for The
Steven and Kalleen Lund Fixed Charitable  Trust, and (i) as a co-trustee for the
Steven J. and Kalleen Lund Foundation.

SKASIA, Ltd.

The S and K Lund Trust.

The Steven J. and Kalleen Lund Foundation.

The Steven and Kalleen Lund Fixed Charitable Trust.

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                         SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5


S & K Rhino Company, L.C.

Brooke B. Roney, (a) individually, (b) as a general partner of BDASIA, Ltd., and
(c) as a co-trustee for The Brooke Brennan and Denice Renee Roney Foundation.

Denice  R.  Roney,  (a) as a  general  partner  of  BDASIA,  Ltd.,  and (b) as a
co-trustee for The Brooke Brennan and Denice Renee Roney Foundation.

BDASIA, Ltd.

The B and D Roney Trust.

The Brooke Brennan and Denice Renee Roney Foundation.

Kirk V. Roney, (a) individually,  (b) as a general partner of KMASIA,  Ltd., (c)
as co-trustee for The Kirk and Melanie Roney Fixed Charitable  Trust, and (d) as
a co-trustee of The Kirk V. and Melanie K. Roney Foundation.

Melanie K. Roney, (a) as a general partner of KMASIA,  Ltd., (b) as a co-trustee
for The Kirk and Melanie Roney Fixed  Charitable  Trust, and (c) as a co-trustee
of The Kirk V. and Melanie K. Roney Foundation.

The Kirk V. and Melanie K. Roney Foundation.

KMASIA, Ltd.

The K and M. Roney Trust.

The Kirk V. and Melanie K. Roney Fixed Charitable Trust.

K & M Rhino Company, L.C.

Keith R. Halls, (a) individually, (b) as the sole trustee for The MAR Trust, (c)
as the sole  trustee  for The NR Trust,  (d) as the sole  trustee  for The Nedra
Roney Fixed Charitable Trust, (e) as a general partner for KAASIA,  Ltd., (f) as
a co-trustee for The Keith and Anna Lisa Halls Fixed Charitable  Trust, (g) as a
co-trustee for The Keith Ray and Anna Lisa Massaro Halls Foundation,  and (h) as
the manager of CKB Rhino Company, L.C.

Anna Lisa Massaro  Halls,  (a) as a general  partner for KAASIA,  Ltd., (b) as a
co-trustee for The Keith and Anna Lisa Halls Fixed Charitable  Trust, and (c) as
a co-trustee for The Keith Ray and Anna Lisa Massaro Halls Foundation.

KAASIA, Ltd.

The K and A Halls Trust.

The Halls Family Trust.

The Keith and Anna Lisa Halls Fixed Charitable Trust.

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                                       iii




                         SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5


The Keith Ray and Anna Lisa Massaro Halls Foundation.

K & A Rhino Company, L.C.

Craig S.  Tillotson,  (a)  individually,  (b) as a  co-trustee  for The Craig S.
Tillotson Fixed Charitable Trust, (c) as the manager of SNT Rhino Company, L.C.,
(d) as a co-trustee  for The DPN Trust,  (e) as a co-trustee  for The GNT Trust,
and (f) as a co-trustee of The Craig S. Tillotson Foundation.

The CST Trust.

The JS Trust.

The JT Trust.

The CB Trust.

The CM Trust.

The BCT Trust.

The ST Trust.

The NJR Trust.

The RLS Trust.

The RBZ Trust.

The LB Trust.

The Craig S. Tillotson Fixed Charitable Trust.

CST Rhino Company, L.C.

R. Craig Bryson, (a) individually,  (b) as a general partner for RCKASIA,  Ltd.,
(c) as a co-trustee for The Bryson  Foundation,  and (d) as a co-trustee for The
Bryson Fixed Charitable Trust.

Kathleen  D.  Bryson,  (a) as a general  partner  for  RCKASIA,  Ltd.,  (b) as a
co-trustee  for The Bryson  Foundation,  and (c) as a co-trustee  for The Bryson
Fixed Charitable Trust.

RCKASIA, Ltd.

The C and K Trust.

The Bryson Foundation.

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                         SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5


The Bryson Fixed Charitable Trust.

CKB Rhino Company, L.C.

Michael L. Halls,  (a) as the sole trustee for The K and A Halls Trust,  and (b)
as the sole trustee for The Halls Family Trust.

Craig F. McCullough, (a) as the manager of B & N Rhino Company, L.C., (b) as the
manager of NR Rhino  Company,  L.C.,  (c) as the manager of S & K Rhino Company,
L.C., (d) as the manager of K & M Rhino Company, L.C., and (e) as the manager of
K & A Rhino Company, L.C.

Robert L.  Stayner as an  independent  trustee of The  Bryson  Fixed  Charitable
Trust.

Evan A. Schmutz, (a) as a co-trustee for The Nedra Roney Foundation,  and (b) as
an independent trustee for The Nedra Roney Fixed Charitable Trust.

Lee Brower,  (a) as the sole trustee for The SNT Trust,  (b) as the sole trustee
for The  DVNM  Trust,  (c) as the  sole  trustee  for The  CWN  Trust,  (d) as a
co-trustee for The DPN Trust,  (e) as a co-trustee for The GNT Trust, (f) as the
sole trustee for The JS Trust,  (g) as the sole trustee for The JT Trust, (h) as
the sole trustee for The CB Trust, (i) as the sole trustee for the CM Trust, (j)
as the sole trustee for The BCT Trust, (k) as the sole trustee for The ST Trust,
(l) as the sole  trustee for The NJR Trust,  (m) as the sole trustee for The RLS
Trust, (o) as the sole trustee for The RBZ Trust, (p) as an independent  trustee
for The Craig. S. Tillotson Fixed Charitable  Trust, (q) as a co-trustee for The
Sandra  N.  Tillotson  Foundation,  and (r) as a  co-trustee  for The  Craig  S.
Tillotson Foundation.

Gregory N.  Barrick,  (a) as the sole trustee for The LMB Trust,  and (b) as the
sole trustee for The LB Trust.

L.S. McCullough,  (a) as an independent trustee of The Sandra N. Tillotson Fixed
Charitable Trust, (b) as an independent  trustee for The Steven and Kalleen Lund
Fixed Charitable  Trust, (c) as an independent  trustee for The Kirk and Melanie
Roney Fixed Charitable Trust, and (d) as an independent trustee of The Keith and
Anna Lisa Halls Fixed Charitable Trust.

James  Blaylock as the sole  trustee for the Rick and  Kimberly  Roney  Variable
Charitable Remainder Unitrust.

M. Truman Hunt,  as Vice  President of Legal  Affairs for Nu Skin Asia  Pacific,
Inc.



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                                        v




                         SCHEDULE 13G (AMENDMENT NO. 1)
                              CUSIP No. 67018T-10-5

                                    EXHIBIT B

                        LIST OF PARTNERS IN RCKASIA, LTD.

R. Craig Bryson

Kathleen D. Bryson


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