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Indicates omitted material that is the subject of a confidential treatment request filed separately with the Commission. SUPPLY AGREEMENT This Supply Agreement ( Agreement ) is effective as of

Key Takeaway: Agreement ( Agreement ) is effective as of June 1, 2008 ( Effective Date ) and is between IMPROVE U.S.A., INC. ( Seller ), with its principal place of business located at 215 Dalton Drive, Suite D, DeSoto, Texas 75115, and MANNATECH, INCORPORATED, ( Buyer ) with its principal pl

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Agreement ( Agreement ) is effective as of June 1, 2008 ( Effective Date ) and is between IMPROVE U.S.A., INC. ( Seller ), with its principal
place of business located at 215 Dalton Drive, Suite D, DeSoto, Texas 75115, and MANNATECH, INCORPORATED, ( Buyer ) with its principal place of business located at 600 S. Royal Lane, Suite 200, Coppell, Texas 75019.
develops and sells proprietary nutritional supplements and topical products through a network marketing system of independent distributors ( Associates ) throughout the United States, Canada, Australia, New Zealand,
the United Kingdom, Germany, Denmark, Japan, Taiwan, South Korea, and other countries as Buyer s business expands internationally;
Seller is a leading seller of high quality aloe vera powders and Seller has combined certain aloe vera powders to formulate a unique aloe vera powder blend (as further described in Exhibit A, the Product )
for Buyer s exclusive use in its proprietary supplements and topical products; and
The parties desire to enter into an exclusive
agreement for the sale and purchase of the Product under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of
the premises and mutual covenants and agreements contained herein, the Parties hereto agree as follows:
Seller has agreed to
sell to Buyer and Buyer has agreed to purchase from Seller the Product at the quantity and price and under the terms specified in Exhibit B to this Agreement.
Notwithstanding anything contained herein to the contrary, Seller does not have the right to terminate this Supply Agreement if the corrective action necessary to cure such breach cannot be completed within the Cure
Period; provided, however, that Buyer (i) has, within the Cure Period, initiated the necessary action required to cure such breach; and (ii) shall thereafter earnestly and continuously proceed to complete the corrective action necessary to
Notwithstanding anything contained herein to the contrary, Buyer shall not have the right to terminate this Agreement if the corrective action necessary to cure such breach cannot be completed within the Cure Period; provided, however, that
Seller (i) has, within the Cure Period, initiated the necessary action required to cure such breach; and (ii) shall thereafter earnestly and continuously proceed to complete the corrective action necessary to cure the breach.
If to Buyer: Mannatech, Incorporated
600 S. Royal Lane, #200
Coppell, Texas 75019
Attention: General Counsel
If to Seller: Improve U.S.A., Inc.
215 Dalton Drive, Suite D
DeSoto, Texas 75115
Attention: Chief Executive Officer
If Buyer does not exercise its right of first refusal, Seller or such principal(s) may complete the sale to the Proposed Purchaser pursuant to the Offer
Price and Offer terms.
Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.
Mannatech, Incorporated, a Texas corporation
By: /s/ Terry L. Persinger
Name: Terry L. Persinger
Title: President and CEO
Improve, U.S.A., Inc. a Texas corporation
By: /s/ Jay Spann
Name: Jay Spann
Title: CEO
QUALITY ASSURANCE AGREEMENT
IMPROVE U.S.A., INC.
Committed to the development and marketing of quality natural products
215 Dalton Drive Suite D, DeSoto, Texas 75115 Phone: ( 972) 230-9155 Fax: ( 972) 230-8824
IMPROVE U.S.A., INC.
Committed to the development and marketing of quality natural products
215 Dalton Drive Suite D, DeSoto, Texas 75115 Phone: ( 972) 230-9155 Fax: ( 972) 230-8824
Quality Assurance Plan (QAP)
Improve USA Aloe Vera Gel Powder (752)
Description of Product
Quality Assurance Requirements
An effective Quality Assurance Program (QAP) must be maintained by Improve USA to manage, perform and verify all work affecting quality of the product. This plan
describes the minimum quality assurance requirements that the company must implement in the manufacture, packaging and testing of the product. The QAP consist of the quality assurance controls necessary to produce a product that consistently meets
the predetermined specifications as described in attachment 1. These specifications must be supported by information as recommended by the Standardized Information for Dietary Ingredients, http://www.crnusa.info/SIDI/documents.html.
The QAP should at a minimum describe the following:
2. Grounds and Facilities
3. Equipment and Utensils
4. Written Procedures and Records
Aloe Vera Gel Powder Raw Material Improve USA 752*
Product Specification
PRODUCT PRICING & ORDERING
QUANTITY PURCHASED PRICING/KG
*** *** Kg. per month average $ *** per Kg.
*** *** Kg. per month average $ *** per Kg.
Over *** Kg. per month average $ *** per Kg.
Buyer agrees to purchase a minimum of *** Kg. per month during the term of this Agreement.
The parties agree that pricing will be set every six months and will be based on the average volume per month purchased by Buyer during the previous six month period. As
of the Effective Date, the purchase price is $*** per Kg.
The parties agree that pricing may be adjusted during any such six month period to
account for Buyer s increased demand due to new product introductions or other intervening events.
Buyer shall bear all freight, insurance and
similar costs, and all sales taxes, with respect to such purchases. The purchase price of Product, together with all related freight, insurance and similar costs, and sales taxes, shall be paid by Buyer to Seller within thirty (30) days after
the date of invoice.
LIU Specialty Insurance Agency
8350 N. Central Expressway
Tele: (469) 232-5614
8150 N. Central Expressway
We are pleased to offer the following quotation on the above
Company: Liberty Surplus Insurance Corporation (rated AXV by A.M. Best)
Coverage: ISO COMMERCIAL GENERAL LIABILITY COVERAGE FORM
(CG 00 01 07 98)
Policy Period: 3/10/08-09 (Annual Term)
Limit of Liability: $2,000,000 General Aggregate
$2,000,000 Products/Completed Operations Aggregate
$1,000,000 Bodily Injury and Property Damage Liability Each Occurrence
$ 50,000 Damages to Premises Rented to You Limit Each Occurrence
$1,000,000 Personal and Advertising Injury Limit Each Occurrence
Last updated: May 8, 2008