On March 6, 2009, the Amended Lock-up Agreement entered into on November 6, 2003 between Mannatech, Incorporated (the "Company") and Mr. J. Stanley Fredrick, the Company's Chairman of the Board and a major shareholder, was terminated by mutual agreement of the Company and Mr. Fredrick. Pursuant to the Amended Lock-up Agreement, the Company had agreed to pay Mr. Fredrick $185,000 per year for his agreement not to sell or transfer shares of the Company's common stock without the prior consent of the Company's Board of Directors. As a result of the termination of the Amended Lock-up Agreement, Mr. Fredrick is no longer bound by such transfer restriction.

The above summary of the material terms of the termination agreement is qualified by reference to the text of the termination agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

(d) Exhibits.

Exhibit Exhibit

Number
 10.1*  Termination of Lock-up Agreement, between Mannatech, Incorporated and J.
        Stanley Fredrick, dated March 6, 2009.

*Filed herewith.