SALES AGREEMENT

1.

Definitions.

1.1

“Product” or “Products” means Manna 2000 and any other dietary supplement or food other similar product preparation or containing larch arabinogalactans in which the arabinogalactan is combined with two or more of the following ingredients:

Naturally-derived gums and resins, including gum tragacanth and gum ghatti;

Aloe Vera, including any extracts, derivatives or fractions thereof;

Any type of algal derived extracts, and

Any form of glucosamine.

The Product shall be intended as a dietary ingredient or food ingredient and/or dietary supplement or food (in capsule, powder, tablet or liquid form, as the case may be) intended for sale to the ultimate consumer in the Territory (as defined herein) in which Mannatech conducts business.

1.2

“Price” means those prices on Exhibit “A” – “Product Pricing and Minimum Orders”.

1.3

“ Territory” means global.

1.4

“Secondary Term” shall refer to a 365 day period commencing on, and on each anniversary of the Effective Date

1.5

“Vendors” shall refer to third party manufacturers who may from time to time be designated by BUYER to make purchases of the Product on BUYER’S behalf. SELLER agrees that all purchases by Vendors pursuant to this Sales Agreement shall be credited on a monthly basis against any requirements by BUYER as set forth in this Sales Agreement.

2.

Term.

2.1

Primary Term . Unless terminated by either Party this Agreement shall be effective for a period of five (5) years (the “Initial Term”) commencing on the Effective date of this Agreement. Within sixty (60) days of the termination date of the Initial Term, either party may provide notice to the other than it does not intend to extend the Agreement into the Secondary Term. If such sixty (60) day notice does not occur, this Agreement may automatically extend for successive twelve (12) month terms (the “Secondary Term”). In the event the Agreement extends to any Secondary Term or successive terms thereafter, either party may terminate the Agreement, upon sixty (60) days notice prior to the end of the then Secondary Term. Either Party may terminate this Agreement in the event that regulatory requirements, including but not limited to quality assurance, good manufacturing practices and legality for sale are not met regarding product and manufacturing, such determination at its sole discretion.

2.2

At least thirty (30) days prior to the end of the Term, BUYER and SELLER mutually agree in writing on the price of the Product to be sold by SELLER and purchased by BUYER hereunder during such additional one-year period. At least sixty (60) days prior to the end of the Term, SELLER and BUYER shall commence good faith negotiations to determine and agree upon such price for such additional one-year period. If BUYER and SELLER are unable to so agree on such price, the Agreement shall terminate effective at the end of the then-current Term. Nothing contained in this Paragraph shall be deemed to (i.) obligate BUYER and SELLER to agree upon such price, (ii.) obligate a party to negotiate with the other party regarding such price is such other part is then in breach of or in default under this Agreement or (iii.) limit the rights of BUYER and SELLER under Paragraph 13 hereof.

2.3

At the termination of this Agreement (or any renewal or extension thereof), BUYER shall have the right and ability to make products, particularly using its proprietary information and formulae.

3.

Products.

3.1

Product Exclusivity. BUYER shall have an exclusive right to purchase Products as defined in paragraph 1.1 hereof.

3.2

Validation of Claims . SELLER shall provide to BUYER all required scientific data to substantiate product claims (if any). SELLER and BUYER shall further ensure all aspects as contemplated hereunder comport with regulatory guidelines in place by the Food and Drug Administration (“FDA”) and/or other country-specific regulatory agency during the term of this Agreement.

3.3

Specifications .

3.3.1

The Products specification shall include, among other things, those product specifications as provided by BUYER to SELLER, from time to time (the “Specifications”). Such Specifications to be provided to BUYER by SELLER and may be amended by BUYER and SELLER by mutual written consent, from time-to-time, subject to variance within ranges of contents and other factors Exhibit “C” – “Current Specifications”.

3.3.2

SELLER shall also provide formulation documentation for those countries outside of the United States in which BUYER conducts business and sells the Product. Such documentation shall include, but is not necessarily limited to raw material specifications, certificates of analysis, manufacturing processing (e.g. to determine whether specific raw materials are allowable), amounts of ingredients (e.g. to determine whether the ingredient in the formulation is within upper and lower limits allowable in the specified country.

3.4

Packaging . SELLER shall package the products in packaging that is approved by BUYER. Exhibit “D” - Current Packaging Specifications.

4.

Quality Control.

4.1

SELLER shall bear all responsibility for product and quality control for all Products.

4.2

SELLER warrants and represents that it has established procedures for the manufacture and supply of the Products. SELLER agrees that all Products manufactured, packaged, labeled, supplied and delivered to BUYER (or its designee), will be manufactured in a professional, clean, safe and sanitary manner, in accordance with good manufacturing practices and the specifications established by BUYER and SELLER from time-to-time.

4.3

BUYER has the right to inspect and test all Product as contemplated herein, to the extent practicable, at all places and times, including the period of manufacture, and in any event prior to acceptance thereof. BUYER shall perform inspections and tests for quality assurance in a manner that will not unduly delay the production of the Product. BUYER may require repair, reformulation or replacement of nonconforming Product, those constituting, without limitation of the foregoing, unacceptable formulation(s), scientific validation, safety, efficacy, shelf life and nonconformity with FDA regulations. BUYER reserves the right to run adequate tests to determine whether the Product conforms to the specifications as contemplated hereby. Use of a portion of the Product shall not constitute acceptance thereof.

4.4

All books and records maintained by SELLER with respect to the Product shall be available at all reasonable times for inspection and verification by BUYER or any of its designated agents or representatives. BUYER reserves the right, at any time, to examine SELLER’s books and records related to the Product at BUYER’s expense, and SELLER shall cooperate with any person making such examination on behalf of BUYER.

5.

Orders & Payment.

5.1

The purchase price(s) for the Products are set forth on Exhibit “A”.

5.1.1

The purchase price(s) include wrapping and packing labor.

5.1.2

Purchase Price(s) do not include any foreign, federal, state or local sales, value added, use or other taxes, all of which shall be borne by BUYER.

5.2

Orders . BUYER shall provide purchase orders for all production a minimum of thirty (30) days in advance of the requested delivery date. The purchase orders shall designate the desired quantities, delivery dates and destinations. SELLER shall allow for up to three (3) shipping destinations per purchase order. Additional destinations may be accommodated for a shipping preparation fee to be negotiated between BUYER and SELLER.

5.3

Payment . SELLER shall submit invoices to BUYER for the balance due on the Products when quantities of the Products are available for shipment to BUYER. SELLER’s invoices are due on receipt of goods (net 45) and must be paid in USD.

6.

Delivery, Shipment. & Rejected Product

6.1

Delivery dates and quantities of the Products shall be as set forth on Purchase Order(s) – of sufficient quantity for SELLER’s batch processing, as acknowledged and approved by SELLER. All quantities of the Products purchased by BUYER hereunder shall be shipped FOB SELLER’s manufacturing plant located at White Bear Lake, MN (the “Point of Delivery”). SELLER’s sole responsibility shall be to deliver the ordered Products to the commercial carrier at the Point of Delivery.

6.2

BUYER shall be responsible for all costs of transportation, shipping, freight, insurance, import and export fees, and taxes for the quantities of the Products beyond the Point of Delivery. Title to, and risk of loss associated with, the shipments shall pass to BUYER when SELLER delivers the shipments to the commercial carrier at the Point of Delivery.

6.3

Upon written notice to SELLER, BUYER may cancel any order, in whole or in part, that SELLER has previously accepted but not yet shipped to BUYER.

6.4

Rejected Product

6.4.1

In the event Product is rejected (“Rejected Product”) because of information, formulations or materials supplied by BUYER and SELLER has manufactured, tested, stored and handled all materials and products in a manner consistent with current good manufacturing practices and good laboratory practices and has complied with all applicable laws and regulations, applicable written procedures and the requirements of this agreement, BUYER shall bear 100% of all costs directly related to an invoice for Rejected Product, including cost of Rejected Product’s destruction, which shall be conducted by SELLER in accordance with all applicable laws and regulations.

6.4.2

In the event Rejected Product is due to the failure of SELLER to manufacture, test, store or handle all material and products in a manner consistent with good manufacturing practices and good laboratory practices and to comply with all applicable laws and regulations, applicable written procedures and the requirements of this Agreement,

except for which any minor departures from specifications or nonconformities not impairing the safety or efficacy of products to which BUYER may reasonably waive objection, SELLER shall bear 100% of the manufacturing fees, costs of materials supplied by SELLER, and costs of destruction.

6.4.3

In the event the Product does not meet the Specifications and Warranties, and such failure is not due to either (i.) information, formulations or materials supplied by BUYER, or (ii) SELLER’s failure to follow written procedures or to manufacture, test, store and handle all materials and products in a manner consistent with good manufacturing practices and good laboratory practices, or (iii) in the event that SELLER AND BUYER are both partially to blame, BUYER shall bear all material and destruction costs of Rejected Product and SELLER shall bear all manufacturing fees of Rejected Product. Destruction of Rejected Product shall be in conformance with all applicable laws and regulations, and SELLER shall indemnify BUYER for any liability, costs or expense, including attorney’s fees and court costs relating to a failure to dispose of such Rejected product in accordance with applicable laws and regulations.

6.4.4

BUYER shall pay for any Product that is rendered obsolete as a result of formula, artwork or packaging changes requested by BUYER or as required by any regulatory authority governing those Products.

7.

Exclusivity.

7.1

SELLER shall not directly or indirectly develop, manufacture or market an “equivalent or derivative product” of the Product for any other multi-level marketing company and/or direct selling company. For the purpose of this Agreement, “equivalent or derivative product” means any product formulated by SELLER which substantially replicates the Product. The foregoing notwithstanding, nothing in this Agreement is deemed to preclude SELLER from developing, manufacturing or marketing any other type of product.

7.2

The Parties agree that as an inducement for BUYER to enter this Agreement and pay the funds hereunder, it shall have worldwide marketing rights to the Products as BUYER expands into other countries, whether through the expansion within the normal course of marketing through its Associates or through a Personal Consumption Program, whatever the case may be.

7.3

The Parties agree that as an inducement for SELLER to enter this Agreement and offer Exclusivity of Product, BUYER shall submit Purchase Orders and take delivery of minimum amounts per month as outlined in Exhibit “A”. If BUYER fails to purchase the minimum volume of Products required under this Section at any time during the term of the agreement, then the agreement becomes non-exclusive, allowing SELLER to provide Product to other customers at SELLERS sole discretion. The minimum volume commitment for additional terms of this Agreement will be agreed upon within 90 days after the end of the prior term. If both parties are unable to agree on the minimum volumes for the Secondary Term then the agreement becomes non-exclusive.

8.

Trademarks and Tradenames .

8.1

The Parties recognize that the name and/or respective marks of the other are valuable and that all goodwill associated with use of such names and marks shall inure to the benefit of the other. BUYER shall have the right to terminate this Agreement immediately in the event that SELLER acts in a manner which would

negatively impact the reputation of BUYER and/or of its name or marks (“BUYER Marks”) and/or would infringe or dilute the value of BUYER’s marks or which is not in compliance with applicable law in the United States or any other country in which BUYER conducts business as the case may be.

8.2

BUYER shall be the sole owner and shall have perpetual use and control of all Promotional Materials produced for BUYER bearing its trade name and/or BUYER Marks related to the Product. BUYER shall be free to dispose of and treat in any way all Promotional Materials under this Agreement, including but not limited to selling, advertising, distributing, and permitting their use in other mediums, whether for profit or otherwise. SELLER has no right or license to use any of the trademarks or tradenames owned by, licensed to or associated with the BUYER Marks during the term of this Agreement without prior approval and express permission from BUYER, such approval and permission is within the sole discretion of BUYER and may be withheld at any time.

8.3

The Parties agree that any idea, technology, know-how, process, patent, formula, product, composition, publication, tape, iteration, use, information, or other intellectual property (“Intellectual Property”) which shall come to SELLER and/or be researched and developed related to the Product shall be the sole and exclusive property of BUYER, and any compensation therefore shall be embraced within the compensation stated in paragraph 4 herein. SELLER specially represents and warrants that any of the Intellectual Property that is researched and developed for BUYER is of independent and novel origin, and does not rely in any aspect on other technologies and ideas that SELLER has, in the past, conceived, researched and/or developed for Manufacturer or others. Further SELLER hereby represents and warrants as follows:

8.3.1

that none of the Intellectual Property of which SELLER conceives, researches or develops, and ultimately conveys to BUYER shall violate or infringe any patent, copyright, right of privacy, nor constitute the misuse of misappropriation of any trade secret or confidential information which is the subject of an agreement or legal requirement involving a third-party;

8.3.2

that SELLER shall take reasonable steps to identify and secure any approvals or permission