FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “Amendment”), dated as of December 18, 2008, is entered into by and between Mannatech, Incorporated (the “Company”) and Stephen D. Fenstermacher (“Employee”).

RECITALS

This Amendment amends that certain Employment Agreement, effective as of October 5, 2007, by and between the Company and Employee (the “Employment Agreement”).

STATEMENT OF AGREEMENT

NOW , THEREFORE , in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1.         The first sentence of Section 1.2 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:

“The Employee shall serve as Executive President Global Chief Financial Officer of the Company, with the authority, duti