TRADEMARK LICENSE AND SUPPLY AGREEMENT

1.

Term.

2.

Sale and Purchase.

2.1

Subject to the terms and conditions of this Supply Agreement, CARRINGTON shall sell to MANNATECH and MANNATECH shall purchase from CARRINGTON, not less than *** kilograms of Manapol® per month during the first twenty-four (24) months of the Term. With respect to the final twelve 12 month period of the Term, the Parties shall commence negotiations regarding the volume commitment no later than ninety (90) days prior to the end of the first twenty-four (24) months of the Term. Further, the Parties acknowledge and agree that any purchase by Mannatech from Carrington of Manapol® powder or other aloe based bulk raw material product shall satisfy the volume purchase commitments set forth in this Supply Agreement.

2.2

In the event that MANNATECH reasonably anticipates that it shall require more than 115 kilograms more Manapol® powder than its prior monthly order, CARRINGTON will exert commercially reasonable efforts to deliver such order; however, Carrington shall guarantee delivery of such increase if MANNATECH provides CARRINGTON at least ninety (90) days’ prior written notice thereof.

2.3

MANNATECH agrees that all Manapol® powder shall be used only as an additive in human or animal health food products (in capsule, powder, tablet, liquid, gel, lotion or cream form) manufactured by or for MANNATECH and intended for sale to the ultimate consumer in the United States or any other of MANNATECH’S countries of operation set forth in either Paragraph 7 or Exhibit A, which is attached hereto and incorporated by reference herein, of this Supply Agreement.

2.4

MANNATECH shall not combine Manapol® powder with any product or substance in any manner which would violate any laws, rules or regulations of any state, federal or other governmental body in which the Manufactured Products are sold. MANNATECH shall not combine Manapol® powder with any other substance in a Manufactured Product that is to be advertised or sold for use or consumption by humans or animals if the approval of the U.S. Food and Drug Administration (the "FDA") or the U.S. Department of Agriculture ("USDA") for such use or consumption is required and has not been obtained.

2.5

Beginning on the first day of the Term, unless otherwise specified by the Parties and except as provided for in section 4 herein, MANNATECH agrees to purchase directly from CARRINGTON all quantities of Manapol^® powder required to manufacture the Manufactured Products. CARRINGTON agrees that all purchases of Manapol® powder by MANNATECH 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.

2.6

CARRINGTON shall, as an inventory buffer to account for increased demand, maintain a safety stock level of Manapol® powder in an amount equal to twenty-five percent (25%) of the minimum monthly requirement set forth in Paragraphs 2.1 and 4 herein. This inventory buffer must be replenished so that the Manapol® powder inventory is maintained in the U.S. at this pre-determined safety stock level throughout the Term of this Supply Agreement. Notwithstanding the foregoing, MANNATECH shall have no liability or other responsibility whatsoever for loss or damage incurred by CARRINGTON with respect to inventory maintenance decisions, including but not limited to loss or damage which may result from changes in marketing or sales plans, projections, or the non-binding forecast as described in Paragraph 3, below.

2.7

All sales to MANNATECH under this Supply Agreement shall be subject to payment terms of 1% - 10 days, net 30 days. The cash discount of 1% is allowed on invoices paid within ten (10) days of date of invoice. Where cash discount for prompt payment is not taken, the net total amount of invoice is due 30 days from date of invoice.

3.

Forecast.

4.

Pricing.

5.

Orders; Deliveries.

6.

Exclusivity.

6.1

MANNATECH agrees that any purchases of Manapol^® powder from CARRINGTON pursuant to the terms of this Supply Agreement shall be used exclusively in connection with the production of the Manufactured Products by or for MANNATECH. Without limitation, MANNATECH agrees that it shall not sell Manapol^® powder purchased pursuant to the terms of this Supply Agreement in bulk or otherwise, or use any purchases of Manapol^® powder purchased pursuant to the terms of this Supply Agreement in connection with the production of products on behalf of any other party.

6.2

CARRINGTON and MANNATECH agree that the Supply Agreement shall be exclusive to the extent that CARRINGTON may not sell or distribute Manapol® powder or other Manapol® products in bulk or wholesale form for sale or otherwise, to anyone whom MANNATECH has by written notice to CARRINGTON identified as (and who is), an independent Associate of MANNATECH ("Associate"), or whom CARRINGTON knows or should have known to be an Associate of MANNATECH. For the purposes of this Agreement, an Associate is an individual or business entity which has been assigned a MANNATECH account number, is bound by MANNATECH’S Associate Agreement and the terms and conditions related thereto, and which has placed at least one order for MANNATECH products during the prior twelve (12) month period. For purposes of this Paragraph 6.2 and its Subparagraphs, the words "bulk" or "wholesale" shall refer only to a sale of one (1) kilogram or more of Manapol® raw material.

6.2.1

For a period of at least five (5) years from the date of shipment (or for such longer period if requested by MANNATECH), CARRINGTON agrees to keep complete records of the manufacture and storage for, and the shipment, and sale of the Manapol® powder to, MANNATECH and, upon ten (10) days’ prior written request by MANNATECH, to make these records available to MANNATECH for its review and inspection.

6.2.2

CARRINGTON agrees to discontinue making bulk or wholesale sales or distributions of Manapol® raw material to any Associate within thirty (30) days after receipt of written notice from MANNATECH identifying such Associate. If CARRINGTON fails to comply with such notice and/or otherwise continues

7.

Trademark License.

7.1

Grant of License; Use of Mark.

7.1.1

MANNATECH shall not have the right to grant sublicenses without the written permission of CARRINGTON with respect to the license granted herein; however, MANNATECH may engage a third party to make and affix labels for the Manufactured Products in compliance with this Supply Agreement and/or to distribute and sell the Manufactured Products in compliance with the terms and conditions of this Supply Agreement, in which event MANNATECH will be expressly obligated to ensure full compliance by such third parties with all terms and conditions of this Supply Agreement.

7.1.2

MANNATECH shall not represent in any manner that it owns any right, title or interest in or to the Mark. MANNATECH acknowledges that its use of the Mark shall inure to the benefit of CARRINGTON and shall not create in MANNATECH’S favor any right, title or interest in or to the Mark.

7.1.3

Upon the expiration or termination of this Agreement, MANNATECH will cease and desist from all use of the Mark in any manner and will not adopt or use, without CARRINGTON’S prior written consent, any work or mark which is confusingly or deceptively similar to the Mark, except that MANNATECH may continue to use the Mark under the terms and conditions of this Supply Agreement in connection with any remaining supplies of Manapol® powder for the lesser of (a) a period of ninety (90) days from the date of such expiration or termination; or (b) until such supplies are exhausted by MANNATECH.

7.1.4

The Manufactured Products shall be manufactured, packaged, labeled, advertised, marketed and sold in compliance with (i) the Federal Food, Drug and Cosmetic Act and the rules and regulations promulgated thereunder, if sold for use within the United States, and (ii) all other applicable laws, rules and regulations if sold for use outside the United States.

7.1.5

MANNATECH shall not use the Mark except as specifically set forth herein. Without limiting the generality of the preceding sentence, MANNATECH shall not use the Mark in connection with the sale or advertising of any products other than the Manufactured Products. Any use of the trademark, "Manapol®," pursuant to this Supply Agreement is non-exclusive. Whenever the Licensee uses the trademark, "Manapol®," it shall take all reasonable measures to assure that there is no confusion of ownership of the Mark or the substance which it identifies.

7.1.6

CARRINGTON shall not acquire any right under this Agreement to use, and shall not use, the name "Mannatech™," "Mannatech™, Incorporated," or "Ambrotose®" (either alone or in conjunction with or as a part of any other word or name) or any other trademarks, trade names, service marks, fanciful characters or designs of MANNATECH or any of its affiliates in any advertising, publicity or promotion or other materials or uses, or to express or imply any endorsement of CARRINGTON’S products or services, or in any manner or for any purpose whatsoever, without the prior written consent of MANNATECH expressly authorizing such use. The provisions of this Subparagraph shall survive termination or expiration of this Supply Agreement or any determination that this Supply Agreement or any portion of it is void or voidable. At CARRINGTON’S request and sole discretion, option and expense, MANNATECH shall take whatever action is reasonably necessary to assist CARRINGTON or its assigns in perfecting, protecting or enforcing CARRINGTON’S rights in and to the Mark. MANNATECH understands that CARRINGTON or its assigns may rely solely on MANNATECH’S use of the Mark to maintain registration with the United States Patent and Trademark Office.

7.2

Labels and Advertising.

7.2.1

All labels and advertising relating to the Manufactured Products offered in connection with the Mark must strictly comply with all applicable rules and regulations of the FDA if sold for use within the United States, and all other applicable laws, rules and regulations wherever sold.

7.2.2

If MANNATECH uses the Mark in its labels, packaging, advertising and promotional materials for the Manufactured Products, MANNATECH shall also indicate that such Mark is the registered trademark of Licensor and shall take all commercially reasonable measures to assure that there is no confusion of ownership of the Mark.

7.2.3

MANNATECH agrees not to make, and to use commercially reasonable efforts to ensure that its Associates, agents or distributors do not make any claims regarding any properties or results relating to Manapol^® powder or any Manufactured Product which would violate any applicable law.

7.2.4

MANNATECH shall take all steps reasonably necessary to ensure that its distributors and any other parties to whom it sells any of the Manufactured Products for resale do not re-label, repackage, advertise, sell or attempt to sell Manapol® powder or any of the Manufactured Products in a manner that would violate this Supply Agreement.

7.2.5

If MANNATECH desires to seek FDA or USDA approval as to any specific claims with respect to Manapol® powder or any Manufactured Product, MANNATECH herby agrees to (i) notify CARRINGTON of the claims and the application prior to filing; and (ii) to keep CARRINGTON informed as to the

7.2.6

If CARRINGTON so requests and upon sixty (60) business days’ prior written notice from CARRINGTON to MANNATECH, MANNATECH shall not use any label, advertisement or marketing material that contains the Mark unless such label, advertisement or marketing material has first been submitted to and approved by CARRINGTON; provided, however, such approval requirement shall not apply to any such label, advertisement, or other marketing material that has been previously approved by CARRINGTON. CARRINGTON shall not unreasonably withhold its approval of any such label, advertisement or marketing material. If CARRINGTON does not notify MANNATECH that CARRINGTON disapproves the label, advertisement or marketing material within fifteen (15) days from the date CARRINGTON receives the materials, then MANNATECH may commence using the materials. However, CARRINGTON may still disapprove such label, advertisement, or marketing material by notice to MANNATECH, and MANNATECH must then cease using such materials upon receipt of such notice. If CARRINGTON disapproves the label, advertisement, or marketing material after said fifteen (15) days, then CARRINGTON shall reimburse MANNATECH for its actual costs for producing any unused materials and for any unavoidable contractual obligations to distribute such materials. MANNATECH shall not use any labels, advertisement, or marketing material that CARRINGTON has disapproved.

8.

Representations and Warranties; Non-conforming Goods; Quality Control.

8.1

CARRINGTON warrants and represents to MANNATECH that it has established procedures for the manufacture and supply of the Manapol® powder and that all Manapol® powder sold by CARRINGTON pursuant to this Supply Agreement will:

(i)

conform to the quality specifications set forth in Exhibit C to this Supply Agreement, which is attached hereto and incorporated by reference herein, and that Manapol® powder is a food supplement under the FDA’s rules and regulations;

(ii)

have been formulated, manufactured, stored, tested, labeled, and shipped in accordance with current good manufacturing practices as promulgated by the FDA and all other applicable laws and regulations; and

(iii)

not be (a) adulterated or misbranded by CARRINGTON within the meaning of the Food, Drug & Cosmetic Act ("FD&C Act"), (b) an article that may not be introduced into interstate commerce under the FD&C Act, or (c) an article that fails to comply with any or all applicable laws and regulations.

8.2

IF MANNATECH REJECTS IN WHOLE OR IN PART ANY NONCONFORMING SHIPMENT OF MANAPOL® POWDER, MANNATECH SHALL PROVIDE CARRINGTON WRITTEN NOTICE OF SUCH REJECTION NO LATER THAN THIRTY (30) DAYS AFTER RECEIPT OF SUCH SHIPMENT OF MANAPOL® POWDER. UPON SUCH NOTICE, THE PARTIES AGREE THAT MANNATECH’S EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER IS, AT MANNATECH’S SOLE OPTION, EITHER (A) THE DELIVERY BY CARRINGTON,