SUPPLY AGREEMENT This Supply Agreement ( Supply Agreement ) is effective as of

***Indicates omitted material that is the subject of a confidential treatment request filed

separately with the Commission.

This Supply Agreement ( Supply Agreement ) is effective as of

December 1, 2004 and is between CARALOE, INC., a Texas corporation ( CARALOE ) with its principal place of business located at 2001 Walnut Hill Lane, Irving, Texas 75038, MANNATECH, INC., a Texas corporation ( MANNATECH )

with its principal place of business located at 600 S. Royal Lane, Suite 200, Coppell, Texas 75019 and NATURAL ALTERNATIVES INTERNATIONAL, INC. a Delaware corporation ( NAI or the MANUFACTURER ) with its principal place of

business located at 1185 Linda Vista Drive, San Marcos, California. CARALOE, MANNATECH AND NAI are hereinafter referred to as ( Parties ).

WHEREAS, CARALOE desires to sell to MANNATECH and MANNATECH desires to purchase from CARALOE, a bulk aloe vera mucilaginous polysaccharide (hereinafter

referred to under the product name of Manapol powder ) in quantities, at the

price and upon the terms and conditions set forth herein; and

WHEREAS, contemporaneously with the execution of this Agreement, CARALOE and MANNATECH are entering into a Trademark License Agreement of even date herewith (the License Agreement ) pursuant to which, among other things, CARALOE

is granting to MANNATECH a license to use the product name Manapol in connection with the

labeling, advertising and sale of products manufactured by or for MANNATECH that contain Manapol powder; as one of the ingredients in products manufactured by or for MANNATECH also containing other ingredients and substances (the Manufactured Products ); and

WHEREAS, MANNATECH and NAI are parties to that certain Manufacturing

Agreement dated April 22, 1998 (the Manufacturing Agreement ), pursuant to which NAI has agreed to manufacture, produce and bulk package for MANNATECH the nutritional products described in the Manufacturing Agreement; and

WHEREAS, the Parties desire to memorialize in this Agreement the arrangement

among the Parties pursuant to which NAI shall purchase Manapol powder directly from

CARALOE at the prices set forth herein for the exclusive purpose of manufacturing the Manufactured Products for MANNATECH;

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements contained herein, the Parties hereto agree as follows:

The term of this Supply Agreement shall be for a period of twelve (12) months from December 1, 2004 to

November 30, 2005 (the Term ) unless further extended or sooner terminated as provided herein (such term, as extended herein called, the Term ). The Term (including each one-year extension of the Term) shall be extended

automatically for an additional one (1) year period, provided that, at least thirty (30) days prior to the end of the Term, MANNATECH and CARALOE mutually agree in writing on the quantity and price of Manapol powder to be sold by CARALOE and purchased by MANNATECH hereunder during such additional one-year period. At least sixty

(60) days prior to the end of the Term, CARALOE and MANNATECH shall commence good faith negotiations to determine and agree upon such quantity and price for such additional one-year period. If MANNATECH and CARALOE are unable to so agree on such

quantity and price, this Supply Agreement shall terminate effective at the end of the then-current Term. Nothing contained in this Paragraph 1 shall be deemed to (i) obligate MANNATECH and CARALOE to agree upon such quantity and price, (ii) obligate

a party to negotiate with the other party regarding such quantity and price is such other part is then in breach of or in default under this Supply Agreement or the License Agreement or (iii) limit the rights of MANNATECH and CARALOE under Paragraph

12 hereof. This Supply Agreement shall terminate automatically upon the expiration or termination of the License Agreement.

quantities of Manapol powder that it requires to manufacture Manufactured Products for MANNATECH under the terms of the Manufacturing Agreement. CARALOE

agrees that all purchases by NAI pursuant to this Supply Agreement shall be credited on a monthly basis against any minimum purchase requirements by MANNATECH as set forth in this Supply Agreement.

Subject to paragraph 2.1, for each calendar quarter during the Term, MANNATECH and NAI shall agree upon a non-binding, good faith forecast of the minimum

and target aggregate quantities of Manapol which shall be provided to CARALOE on a

quarterly basis commencing on the date hereof

QUANTITY PURCHASED PRICING/KG

*** (This pricing structure has been omitted pursuant to a request for confidential treatment and the material has

been filed with the Commission separately.)

MANNATECH shall receive a rebate of *** per kilogram, paid quarterly, on each kilogram of Manapol powder in excess of 800 kg purchased during a calendar month.

MANNATECH and/or NAI, as appropriate, shall bear all freight, insurance and similar costs, and all sales taxes, with respect to such

purchases. The purchase price of Manapol powder, together with all related freight,

insurance and similar costs, and sales taxes, shall be paid by MANNATECH and/or NAI, as appropriate to CARALOE within thirty (30) days after the date of invoice.

carrier or particular type of carrier for such delivery. In no event shall CARALOE be required to deliver

to NAI and/or MANNATECH in any three-month period a quantity of Manapol powder in excess

of 125% of the maximum delivery requirement for such period set forth in the non-binding Forecast for such period accepted by CARALOE. The quantities of Manapol powder ordered pursuant to this Supply Agreement from time to time shall be spaced in a reasonable manner, and MANNATECH or NAI shall

each order such quantities in accordance with the Forecast. Deliveries of Manapol powder

shall be made by CARALOE under normal trade conditions in the usual and customary manner being utilized by CARALOE at the time and locations of the particular delivery. The Manapol powder delivered hereunder shall be packaged in five (5) kilogram containers. All deliveries of Manapol powder hereunder shall be made by CARALOE F.O.B. at the facilities of CARALOE or its affiliates

located in Irving, Texas.

CARALOE shall maintain comprehensive insurance coverage during the term of this Supply Agreement, and any extensions thereof, with not less than the same

coverage, endorsements, limits and notice of cancellation as shown in the insurance certificate attached hereto as Exhibit B. CARALOE shall, within thirty (30) days after this Supply Agreement is executed by all Parties, provide MANNATECH and

NAI with a copy of its insurance certificate naming MANNATECH and NAI as an additional insured and listing the coverage, endorsements, limits, and notice of cancellation provisions. CARALOE will not cancel or materially alter such policy without

providing at least thirty (30) days prior written notice to all named insured. Failure by CARALOE to maintain insurance coverage according to this article 10 shall constitute a material breach of this Supply Agreement. It is understood and agreed

that the furnishing of such insurance certificate will not relieve CARALOE of its other respective obligations under this Supply Agreement.

information of any kind, nature, or description concerning any matters affecting or relating to the

business of MANNATECH (hereinafter referred to as MANNATECH Confidential Information ). MANNATECH Confidential Information includes but is not limited to: MANNATECH genealogies (being the information held by MANNATECH or by any current or

former Associate of MANNATECH related to its Associates including without limitation its relationship with each of its Associates, the Associate s name, upline and downline, charts, data reports, proprietary product information which may from

time-to-time be made known to CARALOE, the names or practices of any of MANNATECH S customers or Associates; MANNATECH S marketing methods and related data; the names of MANNATECH S vendors or suppliers; costs of materials; costs of

its products generally, the prices MANNATECH obtains or has obtained or at which it sells or has sold its products or services; manufacturing and sales costs; lists or other written records used in MANNATECH s business; compensation paid to its

Associates, details of training methods, new products or new uses for old products, merchandising or sales techniques, contracts and licenses, business systems, computer programs, or any other confidential information of, about, or concerning the

business of MANNATECH; its manner of operation or other confidential data of any kind, nature or description.

losses (including reasonable attorneys fees and expenses) arising out of or connected with (i) and

claim that Manapol Powder supplied by CARALOE caused injury or damage to a person or

property and (ii) any breach by CARALOE of any of its obligations under this Supply Agreement.

applicable law or otherwise. Any subsequent shipment of Manapol powder by CARALOE after a failure by MANNATECH and/or NAI to make any payment

hereunder, or after any other default by MANNATECH hereunder, shall not constitute a waiver of any rights of CARALOE arising out of such prior default; nor shall CARALOE S failure to insist upon strict performance of any provision of this

Supply Agreement be deemed a waiver by CARALOE of any rights of CARALOE arising out of such prior default; nor shall CARALOE S failure to insist upon strict performance of any provision of this Supply Agreement be deemed a waiver by CARALOE of

any of its rights or remedies hereunder or under applicable law or a waiver by CARALOE of any subsequent default by MANNATECH in the performance of or compliance with any of the terms of this Supply Agreement.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK

IN WITNESS WHEREOF, the parties hereto have executed this Supply Agreement as of the date first above written.

MANAPOL POWDER PRODUCT SPECIFICATION

PRODUCT SPECIFICATIONS:

Caraloe Insurance Coverage