EMPLOYMENT AGREEMENT This Employment Agreement (this Agreement ) is entered into by and between Mannatech Incorporated (the Company ) and Terence L. O Day (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 Terence L. O Day (the Employee ), and has an effective date of June 27, 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 other terms and conditions contained in this Agreement.

1.2 Office and Duties. The Employee shall serve as Executive Vice President of Global 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 President of the Company (the President ) 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 President 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

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; 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 two years (the Term ), 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, 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 March 27, 2006 which is terminated and

of no further force or effect on the Effective Date.

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 $250,000, 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 2007 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 2006 Executive Bonus Program, if, as, and when paid.

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 Employee in performing his obligations under this Agreement.

3.4 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.

3.5 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.

3.6 Executive 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

3.7 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 required.

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 well 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

4.3 Protection of Confidential Information.

a. Acknowledgments. The Employee acknowledges that: (i) in the course of the Employee s employment with the Company, the Employee will

gain a close, personal and special influence with the Company s customers and Associates, and will be acquainted with all of the Company s business, particularly the Company s Confidential Information; (ii) all Confidential

Information is important, material, highly sensitive and valuable to the Company s business and its goodwill, and is transmitted to the Employee in strictest confidence; (iii) the Employee s position with the Company is one of the

highest trust and confidence by reason of the Employee s access to the Confidential Information; (iv) the Employee s fulfilling the obligations of this Agreement regarding Confidential Information is part of the Employee s job

responsibilities with the Company for which the Employee has been retained and for which the Employee is receiving consideration; (v) Confidential Information would not be delivered or made available to Employee absent the provisions of this

Section 4; and (vi) the Company s legitimate business interests require the non-disclosure of Confidential Information to the Company s competitors and others as prescribed herein.

b. Protection. Both during and after the Employment Period, the Employee shall not in any manner, directly or indirectly: (i) appropriate,

download, print, copy, remove, use, disclose, divulge, or communicate Confidential Information to any Person, including (without limitation) originals or copies of any Confidential Information, in any media or format, except for the Company s

benefit within the course and scope of the Employee s employment or with the prior written consent of the CEO; or (ii) take or encourage any action which would circumvent, interfere with or otherwise diminish the value or benefit of

Confidential Information to the Company. The Employee agrees to use his best efforts and utmost diligence to protect and safeguard the Confidential Information as prescribed in this Section 4.