LITIGATION CONSULTING AND SEPARATION AGREEMENT This Litigation Consulting and Separation Agreement ( Agreement ) is entered into this 1 st day of June, 2006 ( Execution Date ) by and between Bettina Simon, Esq. ( Ms. Sim

LITIGATION CONSULTING AND SEPARATION AGREEMENT

This Litigation Consulting and Separation

Agreement ( Agreement ) is entered into this 1st day of June, 2006 ( Execution

Date ) by and between Bettina Simon, Esq. ( Ms. Simon ), and Mannatech, Inc., a Texas corporation ( Mannatech ), hereinafter collectively referred to as the Parties.

Ms. Simon has been employed by Mannatech as its Senior Vice President & Chief Legal Officer;

WHEREAS, Mannatech and

Ms. Simon are parties to an employment agreement dated effective as of November 11, 2005 and attached hereto as Exhibit A (the Employment Agreement );

WHEREAS, Mannatech has determined that Ms. Simon s knowledge and expertise in a litigation consulting role will be of value to the

company following her departure; and

WHEREAS, Mannatech wishes to enter into a litigation consulting relationship with

Ms. Simon in the capacity and under the terms and conditions herein set forth, and Ms. Simon is willing to provide such litigation consulting services to Mannatech;

NOW THEREFORE, in consideration of the recitals set forth above that are incorporated by reference herein and the mutual promises and covenants

contained herein, it is hereby agreed by and between the parties hereto as follows:

AGREEMENTS BY MS. SIMON.

provided however, that the release described herein shall not apply to any claims that Ms. Simon has or may have

in the future with respect to (i) any breach of this Agreement by Mannatech; (ii) any claim under Mannatech s directors and officers insurance policies, or claims for indemnification pursuant to the Employment Agreement or

Mannatech s bylaws; (iii) stock options currently held by Ms. Simon which shall continue to be subject to the provisions of Mannatech s stock option plans; (iv) vested benefits of Ms. Simon under any company employee

benefit plan; (v) any claim for unemployment compensation; (vi) any claim for worker s compensation insurance coverage; or (vii) any claim for outstanding unpaid expenses from Ms. Simon s Mannatech employment.

Section 1.6 of the Employment Agreement in its entirety shall survive this Agreement and shall control in the event of any conflicts.

Ms. Simon does not release any rights to indemnity as provided under the Bylaws or as set forth in the November 11, 2005 Employment Agreement, that Ms. Simon may have possessed in her capacity and by reason of her service as an

employee or officer of Mannatech. Mannatech shall continue to maintain directors and officers insurance coverage and will not seek any exclusion for past directors and officers, including Ms. Simon.

provided however, that the release described herein shall not apply to any claims that Mannatech has or may have in

the future with respect to (i) any breach of this Agreement by Mannatech; or (ii) any claims for indemnification pursuant to Mannatech s bylaws.

LITIGATION CONSULTING ARRANGEMENT.

TERMINATION OF LITIGATION CONSULTING ARRANGEMENT.

EXPENSE REIMBURSEMENT.

CONFIDENTIAL INFORMATION.

INFORMATION, INVENTIONS AND ORIGINAL WORK.

RESTRICTIVE COVENANTS.

IN WITNESS WHEREOF, Mannatech and Ms. Simon have executed and delivered this Agreement as of the

date first written above.

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Jonathan Crowell v. Mannatech Incorporated and Samuel L. Caster, Civil Action No. 05-829, in the United States District Court for the District of New Mexico (filed 8/1/05)

Richard McMurry v. Mannatech Incorporated, Samuel L. Caster, Terry L. Persinger, and Stephen D. Fenstermacher, Civil Action No. 05-924, in the United States

District Court for the District of New Mexico (filed 8/30/05)

Michael Bruce Zeller v. Mannatech Incorporated, Samuel L. Caster, Terry L. Persinger,

and Stephen D. Fenstermacher, Civil Action No.05-975, in the United States District Court for the District of New Mexico (filed 9/5/05)

consolidated by court order sub nom In re Mannatech, Inc. Securities Litigation, Master File No. CIV-05-0829-JP/RLP

Derivatively and on Behalf of Nominal Defendant, Mannatech, Inc., v. Samuel L. Caster, Terry L. Persinger, Donald A. Buchholz, J. Stanley Fredrick, Gerald E. Gilbert, Alan D. Kennedy, Marlin Ray Robbins, and Patricia A. Wier, Cause

No. 3:05-CV-02059-K, in the United States District Court for the Northern District of Texas, Dallas Division (filed 10/18/05).

Derivatively and on Behalf of Nominal Defendant Mannatech, Incorporated v. Samuel L. Caster, Terry L. Persinger, Steven W. Lemme, and Stephen D. Fenstermacher, Cause No. 06-00286, in the 162nd District Court of Dallas County, Texas (filed

Frances Nystrom, Derivatively and on Behalf of Nominal Defendant Mannatech, Incorporated v. Samuel L. Caster, Terry L. Persinger, Stephen

D. Fenstermacher, John Stuart Axford, J. Stanley Fredrick, Gerald E. Gilbert, Alan D. Kennedy, Marlin Ray Robbins, Patricia A. Weir, and Donald A. Buchholz, No. 3:06-CV-0093-K, in the United States District Court for the Northern District of

Texas (filed 1/13/06).