CONSULTING AGREEMENT This exclusive Consulting Agreement is made and effective the 16 th day of November 2005, by and between Mannatech, Incorporated ( Mannatech ), a Texas corporation with its principal place of busines

CONSULTING AGREEMENT

This exclusive Consulting Agreement is made and effective the 16th day of November 2005, by and between Mannatech, Incorporated ( Mannatech ), a Texas corporation with its principal place of business located at 600 S. Royal Lane, Suite 200, Coppell, Texas

75019 and Fredrick Media, LLC with its principal business address located at 2250 Morriss Rd., Suite 214, Flower Mound, Texas 75028 ( Consultant ), hereinafter collectively referred to as the Parties .

WHEREAS, Mannatech develops and sells proprietary nutritional supplements and topical products ( Products )

through a network marketing system and which compensates its distributors ( Associates ) by a defined compensation plan throughout the United States, Canada, Australia, New Zealand, S. Korea, Japan, Germany, Denmark, Taiwan and the United

WHEREAS, in connection with the development of

its business, Mannatech wishes to engage the Consultant s unique knowledge and abilities to provide consultation and technical expertise in the areas of internet technology as otherwise set forth in the proposal as attached hereto as Exhibit

Mannatech intends to enter into a confidential relationship with the Consultant in which he will acquire an intimate knowledge and access to Mannatech s business and proprietary product information. Mannatech will permit the Consultant to have

access to and to utilize the business goodwill, cost and pricing information, Confidential Information (as defined in this Agreement) and various trade secrets of Mannatech developed by Mannatech and essential to its business; and

WHEREAS, the Consultant will be a key Consultant of Mannatech and

Mannatech will provide or has provided the Consultant with access to such Confidential Information and trade secrets in reliance upon the Consultant entering into this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and Agreements contained herein, the parties agree as

DUTIES AND COMPENSATION

The Consultant further agrees that:

RESTRICTIVE COVENANTS

The Consultant acknowledges that (i) these non-competition and non-solicitation covenants are ancillary to or a part of an otherwise

enforceable agreement, such being the agreements concerning confidentiality and non-disclosure of CONFIDENTIAL INFORMATION, and (ii) that at the time that this non-competition covenant is made, the limitations as to time, geographic scope, and

activity to be restrained, as defined herein, are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Company.

As set forth above, the Consultant acknowledges that at the time that this non-solicitation covenant is made, that the limitations as to time and

geographic area are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or other business interests of Mannatech.

RESULT OF CONSULTANT S SERVICES

Mannatech will be entitled to and will own all the results and proceeds of the

Consultant s services under this Agreement, including without limitation, all rights throughout the world to any copyright, patent, trademark or other right and to all ideas, inventions, products, programs, procedures, formats and other

materials of any kind created or developed or worked on by the Consultant in connection with his duties under this Agreement; the same shall be the sole and exclusive property of Mannatech; and the Consultant will not have any right, title, or

interest of any nature or kind. Without limiting the foregoing, it will be presumed that any copyright, patent, trademark or other right and any idea, invention, product, program, procedure, format or material created, developed or worked on by the

Consultant for Mannatech at any time during the term of this Agreement will be a result or proceed of his services under this Agreement. The Consultant will take such action and execute such documents as Mannatech may request to warrant and confirm

Mannatech s title to and ownership of all such results and processes and to transfer and assign to Mannatech any rights which he may have in such property. The Consultant s right to any compensation under this Agreement will not constitute

a lien on any results or proceeds resulting from his services under this Agreement. The foregoing notwithstanding, the Parties agree that Consultant has previously developed technology and/or intellectual property prior entering this Agreement. As

such, he shall retain ownership of such technology and/or intellectual property following execution of this Agreement.

WHEREOF, this Agreement is executed by the parties hereto, effective as of the 16th day of November, 2005

This Projects Summary dated November 15,

2005 sets forth an estimated scope and definition of the consulting services, work and/or project to be provided by Fredrick Media, LLC to Mannatech Inc. from November 1, 2005 to December 31, 2006. Fredrick Media s consulting services

are divided across three projects which include to:

This projects summary outlines each project, the services and deliverables associated

with each, as well as Fredrick Media s time and cost estimates.

Fredrick Media will develop a separate Scope of Work for each project once the Discovery phase is concluded.

SERVICES AND DELIVERABLES

PROJECT COST CONSULTING SERVICES

SUMMARY OF PROJECT COSTS

This total reflects both Fredrick Media consulting costs and those costs

associated with exterior costs not factored in with the original budgets. Professional fees will be charged on a time and materials basis at an estimated cost of $40,250 for 2005 and $62,344 for 2006. This does not include expenses

which are estimated at under 10% of the project fees.

PAYMENT & INVOICING TERMS

Fredrick Media, LLC will invoice Mannatech for project fees monthly on

SCOPE OF WORK EXPANSION

Should Mannatech require additional services outside the original Projects Summary,

Developer will provide Client with a Scope of Work Expansion Document detailing services, scheduling, and pricing.

Project Authorization

Signature by an authorized representative of

each party to this Statement of Work indicates the authority to proceed with the services as described.

AGREED TO AND ACCEPTED:

Appendix: Fees, Hours &

(Associates policies and procedures)