EMPLOYMENT AGREEMENT This Employment Agreement (this Agreement ) is entered into by and between Mannatech Incorporated (the Company ) and Stephen D. Fenstermacher (the Employee ), and is effective as of

EMPLOYMENT AGREEMENT

This Employment Agreement (this Agreement ) is

entered into by and between Mannatech Incorporated (the Company ) and Stephen D. Fenstermacher (the Employee ), and is effective as of June 14, 2006 ( 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 terms and conditions contained in this Agreement.

1.2 Office and Duties. The Employee shall serve as Senior Vice President & Chief Financial Officer (collectively, the

CFO ) 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 Company s Chief Executive Officer (the

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

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 executive employees of the

Company, as they exist and/or are modified from time to time. In the event of conflict or inconsistency between this Agreement and the employee policies and written manuals of the Company, the terms of this Agreement shall govern. The Employee shall

not work either on a part-time or independent contractor basis for any other business or enterprise during the Term of Employment.

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

responsibilities may require.

1.5 Directors and Officers Liability Insurance. The Company shall maintain

director and officer liability insurance covering acts or omissions by the Employee in the performance of his duties to the Company under this Agreement as CFO and, if he serves as such, as a director of the Company. The Company shall maintain such

insurance in effect during the Term of Employment (including any extensions of the Term of Employment). Such insurance coverage shall be in reasonable amounts and shall contain such other reasonable terms and conditions as shall be established by

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 as CFO under this Agreement, as follows:

a. Right to Indemnification. In

the event that the Employee was or is made a party or was or is threatened to be made a party to or was or is involved or called as a witness in any action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry or

investigation that the Employee in good faith believes may lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative or investigative, and any appeal therefrom

(hereinafter, collectively a Proceeding ), by reason of the fact that he was, is or had agreed to become a director, officer, employee, agent or fiduciary of the Company, the Employee shall be indemnified and

held harmless by the Company to the fullest extent permitted under applicable law, as the same now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide

broader indemnification rights than the Company was permitted to provide prior to such amendment) against all expenses (including reasonable attorneys fees and all other costs, expenses, liabilities, obligations and disbursements in connection

with investigating, prosecuting, defending, preparing to prosecute and defend, or being a witness or other participant in any Proceeding), liabilities and losses (including, but not limited to, judgments, fines and amounts paid for or to be paid in

settlement) incurred or suffered by the Employee in connection with any Proceeding (collectively, Expenses ), provided however, that, except as provided in Section 1.6(e) hereof, the Company shall

indemnify the Employee in connection with a Proceeding (or part thereof) initiated by the Employee only if such Proceeding (or part thereof) was authorized by the Board.

b. Expenses. Expenses incurred by the Employee in defending or otherwise being involved in a Proceeding shall be paid by the Company in advance of the final disposition of such Proceeding, including any appeal

therefrom, upon receipt of an undertaking (the Undertaking ) by the Employee to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified hereunder; provided however, that in connection

with a Proceeding (or part thereof) initiated by the Employee, except as provided in Section 1.6(e) hereof, the Company shall pay such Expenses in advance of the final disposition only if such Proceeding (or part thereof) was authorized by the

Board. The Parties agree and the Undertaking shall provide that if the Employee has commenced Proceedings in a court of competent jurisdiction to secure a determination that he should be indemnified hereunder, he shall not be obligated to repay the

Company, as the case may be, during the pendency of such Proceeding.

c. Mandatory Payment of Expenses. Notwithstanding any other

provision of this Agreement, to the extent that the Employee has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any Proceeding or in the defense of any

claim, issue or matter therein, the Employee shall be indemnified hereunder against all Expenses incurred by or on behalf of the Employee in connection therewith.

d. Notice. The Employee shall, as a condition precedent to the Employee s right to be indemnified hereunder, give the Company notice in writing as soon as practicable of any Proceeding for which

indemnification will or could be sought under this Agreement.

e. Protection of Rights. If a claim under this Agreement or under any other agreement providing

indemnification to the Employee by the Company ( Other Agreement ) is not promptly paid in full by the Company after a written Claim has been received by the Company, or if Expenses pursuant to this Agreement or any Other

Agreement have not been promptly advanced after a written request for such advancement accompanied by the Undertaking has been received by the Company, the claimant may at any time thereafter bring suit against the Company to recover the unpaid

amount of the claim or the advancement of Expenses. If successful, in whole or in part, in such suit, the Employee shall also be entitled to be paid the reasonable expense thereof. It shall be a defense to any such action (other than an action

brought to enforce a claim for Expenses incurred in defending any Proceeding in advance of its final disposition where the required Undertaking has been tendered to the Company) that the Employee has not met the standards of conduct which make it

permissible under applicable law for the Company to indemnify the Employee for the amount claimed, but the burden of proving such defense shall be on the Company.

f. No Presumption. For purposes of this Agreement, the termination of any Proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or

its equivalent, shall not create a presumption that the Employee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification or contribution is not permitted by applicable law.

g. Non-Exclusivity of Rights. The rights conferred on the Employee by this Agreement shall not be exclusive of any other right

which the Employee may have or hereafter acquire under any statute, provision of the Company s certificate of incorporation or by-laws, other agreement, vote of stockholders or directors or otherwise.

h. Selection of Counsel. In the event that the Company shall be obligated hereunder to pay the Expenses of any Proceeding, the Company shall be

entitled to assume the defense of such Proceeding with counsel approved by the Employee, which approval shall not be unreasonably withheld, upon the delivery to the Employee of written notice of its election so to do. After delivery of such notice,

approval of such counsel by the Employee and the retention of such counsel by the Company, the Company will not be liable to the Employee under this Agreement for any fees of counsel subsequently incurred by the Employee with respect to the same

Proceeding; provided; however, that, (i) the Employee shall have the right to employ his own counsel in any such Proceeding at the Employee s expense and (ii) if (A) the employment of counsel by the Employee has been previously

authorized by the Company, (B) the Employee shall have reasonably concluded that there is a conflict, of interest between the Company and the Employee in the conduct of any such defense, or (C) the Company shall not continue to retain such

counsel to defend such Proceeding, then the fees and expenses of the Employee s counsel shall be at the expense of the Company. The Company shall have the right to conduct such defense as it sees fit in its sole discretion, including the right

to settle any claim against the Employee without the consent of the Employee.

i. Subrogation. In the event of any payment under

this Section 1.6 to the Employee, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Employee, who shall execute all papers required and shall do everything that may be necessary to secure such

rights, including execution of such documents as are necessary to enable the Employee to bring suit to enforce such rights.

Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify the Employee for Expenses resulting from acts, omissions or transactions for which

the Employee is prohibited from receiving indemnification under applicable law.

k. No Duplication of Payments. The Company shall not be liable under this Agreement to make any

payment of Expenses to the extent the Employee has otherwise actually received payment under any insurance policy, statute, provision of the Company s certificate of incorporation or by-laws, other agreement, vote of stockholders or directors

or otherwise of the amounts otherwise indemnifiable.

1. Partial Indemnification. If the Employee is entitled under any part of this

Agreement to indemnification for some or a portion of Expenses incurred in connection with any Proceeding, but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Employee for the portion of such Expenses

to which the Employee is entitled.

1.7 Exclusive Employment. Without limiting Section 1.3 hereof, during the Term of

Employment, the Employee will not, without the prior written consent of the Board:

a. serve as a spokesperson, 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 spokesperson, 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; or

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 for a period

of two (2) years (the Term of Employment ), subject to prior termination only as provided in this Agreement. The Term of Employment shall automatically renew for a period of one (1) year at the end of

the second year, and after that the Term of Employment shall continue to automatically renew for periods of one (1) year without the need for any action by either Party, unless; (a) the Company provides the Employee with a written notice

of non-renewal at least ninety (90) days prior to the end of the then-current Term of Employment, including any automatic renewal period (Notice of Non-Renewal); or (b) the Employee s employment is otherwise terminated

in accordance with Section 8 of this Agreement. After receiving a Notice of Non-Renewal, the Employee s employment may be terminated earlier in accordance with the terms of Section 8 hereof.

2.2 Effect of Notice of Non-Renewal. Subject to termination under Section 8 hereof, if a Notice of Non-Renewal is given in accordance

with Section 2.1 above, then (a) the term of employment under this Agreement will continue until the expiration of the notice period specified in the Notice of Non-Renewal, 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 from the date of such notice through the last date of employment. The Employee s following such instruction will not constitute Cause for termination or

otherwise impair the Employee s rights hereunder.

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 $300,000, which the Company shall pay to the Employee in equal installments in accordance with its normal payroll policies (the Base

a. Employee s performance and salary shall be reviewed by the Company annually in accordance with the

Company s annual performance review process.

b. Employee s Base Salary for any partial year will be prorated based upon the

number of days elapsed in such year. Employee s pay may be raised by the Company from time to time as the Company deems appropriate in its sole discretion, by way of an addendum or other documentation, without otherwise effecting this

Agreement. Notwithstanding any pay increase, the employment of Employee shall be construed as continuing under this Agreement.

Annual Bonus. During his employment under this Agreement, the Employee is also eligible to participate in the Company s annual executive bonus program at the CFO level (the Executive Bonus Program ). The

opportunity to earn a bonus and the amount of any bonus compensation under the Executive Bonus Program will be determined in accordance with criteria established by the Board or the Compensation Committee, which will comply with the requirements of

Section 409A of the Internal Revenue Code, unless the payment of the bonus is exempt as not constituting a deferral of income. 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.

3.3 Payment 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