EMPLOYMENT AGREEMENT This Employment Agreement (this Agreement ) is entered into by and between Mannatech Incorporated (the Company ) and John W. Price (the Employee ), and has an effective date of

EMPLOYMENT AGREEMENT

This Employment Agreement (this Agreement ) is entered into by and between Mannatech Incorporated (the Company ) and

John W. Price (the Employee ), and has an effective date of August 31, 2005 ( Effective Date ). The Company desires to employ the Employee, and the Employee desires to be employed by the Company. Therefore, in

consideration of the mutual promises and agreements contained herein, the Company and the Employee (collectively, the Parties ) hereby agree as follows:

Employment. The Company hereby employs the Employee, and the Employee hereby accepts employment by the Company, for the period and upon the other terms and conditions contained in this Agreement.

1.2 Office and Duties. The Employee shall serve as President of

International Operations of the Company, with the authority, duties and responsibilities described herein and those customarily incident to such office. The Employee shall report directly to the Chief Executive Officer of the Company (the

CEO ) and shall perform such other services, duties and responsibilities commensurate with his position as may from time to time be assigned to him by the CEO or the Board of Directors of the Company (the Board ).

1.3 Performance. During his employment under

this Agreement, the Employee shall devote on a full-time basis all of his time, energy, skill and best efforts to the performance of his duties hereunder in a manner that will faithfully and diligently further the business and interests of the

Company. The Employee may, however, engage in civic, charitable, and professional or trade activities so long as those activities do not interfere with the performance of his duties hereunder. The Employee shall comply with the employee policies and

written manuals of the Company that are applicable generally to the Company s employees.

1.4 Place of Work. The Employee shall perform services under this Agreement at the Company s principal office in Coppell, Texas, and at such other place or places as the Employee s duties and

responsibilities may require. The Employee understands and agrees that he may be required to travel in connection with the performance of his duties.

1.5 Directors and Officers Liability Insurance. To the extent that the Company maintains one or more policies of directors

and officers liability insurance during the Employee s employment under this Agreement (the D&O Policies ), then the Company will provide the Employee coverage under the D&O Policies for acts or omissions by the

Employee in the performance of his duties to the Company under this Agreement as an officer of the Company.

1.6 Indemnity. As of the Effective Date, the Company shall defend, indemnify and hold

harmless the Employee against all claims, actions, lawsuits, judgments, penalties, fines, settlements and reasonable expenses that are filed, pursued, or otherwise sought by third parties, as applicable, in any proceeding resulting from the

performance of the Employee s duties to the Company under this Agreement

1.7 Exclusive Employment. Without limiting Section 1.3 hereof, the Employee will not, without the prior written consent of the Board:

a. Serve as a spokesman, representative, employee, consultant, agent, officer, or member of any board of directors (or any

similar governing body) for any for-profit business other than the Company;

b. Serve as a spokesman, representative, employee, owner, consultant, agent, officer, or member of any board of directors (or any similar governing body) for any business which is a supplier to the Company or which

competes with the Company, in each case whether directly or indirectly;

c. Own any equity or economic interest in any company that competes directly or indirectly with the Company, except that this does not preclude ownership of less than 5% of the outstanding equity securities of any public reporting company;

d. Promote or endorse at Company business functions any

other organization(s) with which he may be associated or affiliated.

2.1 Term. The term of the Employee s employment under this Agreement commences on the Effective Date and

shall continue through August 31, 2007, unless terminated earlier by either Party by its or his giving at least 30 days prior written notice of termination, for any or no reason, to the other Party ( Notice of Early

Termination ) or unless terminated earlier in accordance with Section 8 hereof. If a Notice of Early Termination is given in accordance with the preceding sentence, then (a) the term of employment under this Agreement will

continue until the expiration of the notice period specified in the Notice of Early Termination (but, in no event, later than August 28, 2007), and (b) the Company may instruct the Employee not to come into the Company s offices or to

attend any of the Company s business functions through the last date of employment, and the Employee s following such instruction will not constitute Cause for termination or otherwise impair the Employee s rights hereunder. This

Agreement supersedes the Consulting Agreement executed by the Parties on August 15, 2005, which is terminated and of no further force or effect.

COMPENSATION FOR EMPLOYMENT

3.1 Base Salary. The base salary of the Employee for all of his services, duties and responsibilities to the Company and all of his agreements and covenants with or to the Company under this Agreement

shall be at the annual rate of $240,000, which the Company shall pay to the Employee in accordance with the normal payroll policies of the Company. The base salary may be increased at the sole discretion of the Board or the Compensation Committee of

the Board (the Compensation Committee ), and the Employee s performance and salary shall be reviewed by the Compensation Committee in January 2006 and annually thereafter.

3.2 Annual Bonus. During his employment under this Agreement,

the Employee is also eligible to participate in the Company s annual executive bonus program (the Bonus Program ). The opportunity to earn a bonus and the amount of any bonus compensation under the Bonus Program will be

determined in accordance with criteria established by the Board or the Compensation Committee. The Employee acknowledges that any bonus compensation under the Bonus Program will be discretionary, with the sole discretion resting with the Board or

the Compensation Committee. Further, unless otherwise determined by the Compensation Committee, the Employee must remain employed by the Company at the time the bonus is paid in order to be eligible to receive the bonus. Employee shall be eligible

for a pro rata portion of the 2005 Executive Bonus Program, if, as and when paid.

3.3 Award of Options. On the Effective Date, the Employee shall be awarded stock options under the Company s 2000 Stock Option Plan (the Plan ) for 25,000 shares of the

Company s common stock, at an exercise price per share equal to the fair market value per share as of the Effective Date. Each award of a stock option under the Plan will have the terms set forth in, and be in substantially the form of, the

standard form of stock option agreement approved for use under the Plan. During his employment under this Agreement, the Employee will also be eligible to receive other awards under the Plan, with any such award, however, being subject to the

discretion of the Compensation Committee.

and Reimbursement of Work-Related Expenses. During his employment under this Agreement, the Company shall pay or reimburse the Employee, in accordance with the applicable policies and procedures of the Company, for all reasonable travel and

other reasonable expenses incurred by the Employee in performing his obligations under this Agreement.

3.5 Relocation Allowance. The Company shall pay the Employee reasonable relocation expenses or Mannatech shall enlist the services of the MI

Group or any other bonded and insured relocation service provider, such at Mannatech s discretion, which represents the total amount of Mannatech s payment of relocation expense.

3.6 Health Insurance/401(k). During his employment under this

Agreement, the Employee shall be entitled to participate in or receive benefits under any employee-benefit plan

or arrangement made available by the Company to its employees generally (including any medical, dental, short-term and long-term disability, life insurance

and 401(k) programs), subject to eligibility conditions or requirements and to the terms, conditions and overall administration of each of such plans and arrangements. Any such plan or arrangement shall be revocable, or subject to termination or

amendment, by the Company at any time.

Vehicle Program. During his employment under this Agreement, the Employee will also be eligible to participate in the Company s executive vehicle program, subject to all of its terms, regarding a vehicle with a lease cost to the Company

no greater than $1,000 per month, with auto liability insurance coverage (comprehensive, collision and liability) for the leased vehicle paid by the Company and all routine and necessary repairs to the leased vehicle paid for by the Company or

reimbursed to the Employee, subject to approval by the Chief Financial Officer of the Company.

3.8 Vacation. During his employment under this Agreement, the Employee shall be entitled to 20 days of paid vacation annually, in accordance with the regular policies of the Company.

3.9 Tax Withholding. The Company may deduct from any

compensation or other amount payable to the Employee under this Agreement social security (FICA) taxes and all federal, state, municipal, or other such taxes or governmental charges as may now be in effect or that may hereafter be enacted or

CONFIDENTIAL INFORMATION

4.1 Provision of Confidential Information and Specialized Training.

a. Confidential Information. Irrespective of the term of employment, and in consideration of the Employee s

promises in Section 4.3 of this Agreement, the Company promises to immediately provide the Employee with access to Confidential Information, including (but not limited to) the new Confidential Information that the Company is separately and

concurrently providing to the Employee. The Parties stipulate and agree that Employee has never before seen or had access to the new Confidential Information referenced herein.

b. Specialized Training. Irrespective of the term of employment, and in consideration of the Employee s promises

in Section 4.3 of this Agreement, the Company agrees to provide specialized training and instruction to the Employee for the job duties assigned to the Employee, and for such additional job duties as the Company may direct in good faith, or as

the interests, needs and business opportunities of the Company shall require or make advisable.

4.2 Definition of Confidential Information. Confidential Information means material, data, ideas, inventions,

formulae, patterns, compilations, programs, devices, methods, techniques, processes, know how, plans (marketing, business, strategic, technical or otherwise), arrangements, pricing and other and/or information of or relating to any Company Party (as

as their customers and/or vendors) that is confidential, proprietary, and/or a trade secret (a) by its nature, (b) based on how it is treated or

designated by a Company Party, (c) such that its appropriation, use or disclosure would have a material adverse effect on the business or planned business of any of the Company Parties, and/or (d) as a matter of law. All Confidential

Information is the property of the Company Parties, the appropriation, use and/or disclosure of which is governed and restricted by this Agreement.

a. Exclusions. Confidential Information does not include material, data, and/or information that (i) any of the Company

Parties have voluntarily placed in the public domain; (ii) has been lawfully and independently developed and publicly disclosed by third parties; (iii) constitutes the general non-specialized knowledge and skills gained by Employee during

the Employment Period; or (iv) otherwise enters the public domain through lawful means; provided, however, that the unauthorized appropriation, use, or disclosure of Confidential Information by Employee, directly or indirectly, shall not affect

the protection and relief afforded by this Agreement regarding such information.

b. Inclusions. Confidential Information includes (without limitation) the following information (including, without limitation, compilations or collections of information) relating or

belonging to any Company Party (as well as their customers and/or vendors) and created, prepared, accessed, used or reviewed by the Employee during or after the Employment Period: (i) Company genealogy information, such as the

information held by the Company related to its independent sales consultants or associates ( Associates ), including (without limitation) its relationship with each of its Associates, the sponsoring of each Associate, the

Associate s upline and downline charts, data reports and other materials, and historical purchasing information for each Associate; (ii) proprietary product and manufacturing information, such as new products or new uses for old

products, materials and ingredients, combinations of materials and ingredients, and manufacturing processes; (iii) scientific and technical information, such as research and development, clinical studies, tests and test results, formulas

and formulations, and scientific studies and analysis; (iv) financial and cost information, such as costs of materials, operating and production costs, costs of goods sold, costs of products, costs of supplies and manufacturing

materials, non-public financial statements and reports, manufacturing and sales costs, profit and loss information, and margin information, and financial performance information; (v) customer related information, such as the names,

buying habits, or practices of any of the Company s customers, prospects and/or Associates, customer related contracts, engagement and scope of work letters, proposals and presentations, the identity of specific contacts within the

customer s organization, customer related contacts, lists, identities, and prospects, customer practices, plans, histories, requirements, and needs, customer related price information and formulae, and information obtained from customers

concerning their products, businesses, or equipment specifications; (vi) vendor and supplier related information, such as the identities, practices, history or services of any vendors or suppliers, and vendor or supplier contacts;

(vii) sales, marketing, and price information, such as marketing methods and related data, the prices the Company obtains or has obtained or at which it sells or has sold its products or services, merchandising or sales techniques,

marketing and sales programs and related data, sales and marketing strategies and plans, sales and marketing procedures and processes, pricing methods, practices, and techniques, and pricing schedules and lists; (viii) database, software,

and other computer related information, such

as computer programs, data, compilations of information and records, business systems and computer programs, software and computer files, presentation

software, and computer-stored or backed-up information, including (without limitation) e-mails, databases, word processed documents, spreadsheets, notes, schedules, task lists, images, and video; (ix) employee and other Associate related

information, such as Associate and client requirements, compensation paid to Associates and employees, other employee and Associate terms, lists or directories identifying employees, representatives and contractors, and information regarding the

competencies (knowledge, skill, experience), compensation and needs of employees, representatives, and contractors, and training methods; (x) business and operation related information, such as specialized training (as referenced in

Section 4.1b. hereof), lists or other written records used in the Company s business, operating methods, procedures, techniques, practices and processes, information about acquisition(s), corporate or business opportunities, information

about partners and potential investors, strategies, projections and related documents, contracts and licenses, and business records, files, equipment, notebooks, documents, memoranda, reports, notes, sample books, correspondence, lists, and other

written and graphic business records; (xi) new information, such as additional Confidential Information that is or may be developed, obtained and otherwise made known to the Employee from time-to-time during the Employment Period; and

(xii) third party information, such as information from the Company s customers, suppliers, partners, joint venturers, and other business partners.