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                                                                    EXHIBIT 10.2

                        FULFILLMENT SERVICES AGREEMENT
                        ------------------------------


This Agreement made and entered into this 22 day of July, 2000 by and between
Mannatech/TM/, Incorporated ("Mannatech") with its principle place of business
at 600 S. Royal Lane, Suite 200, Coppell, Texas 75019 and Marcus B. Gohlke,
President of ALT*MED/TM/ Lactoferrin Products Company ("ALT*MED") with its
principle place of business located at 12302 Astoria Boulevard, Houston, TX
77089 hereinafter collectively referred to as the "Parties".

                                   RECITALS
                                   --------

WHEREAS, Mannatech develops and sells proprietary nutritional supplements and
topical products ("Products") through a network marketing system throughout the
United States, Canada, Australia, the United Kingdom and Japan by distributors
referred to as Independent Associates ("Associates");

WHEREAS, ALT*MED proposes to supply an edible product containing the patented
ingredients Colostrum, Lactoferrin and Beta 1316 and other raw materials in a
lozenge form ("ALT*MED Product") intended for human consumption of which
Mannatech intends to add to its product line;

WHEREAS, Mannatech is desirous of securing and exclusive licensing and
fulfillment agreement for the ALT*MED Product and ALT*MED is willing to supply
Mannatech with all the ALT*MED Products (lozenges) required;

NOW THEREFORE, promises considered, and in consideration of the covenants,
releases, and obligations of the Parties herein, the Parties agree as follows:

1.   Term.
     ----
     1.1  Primary Term. Unless terminated by either Party as outlined herein,
          ------------
          this Agreement shall be effective for a period of twelve (12) months
          ("Initial Term") unless earlier terminated in accordance with
          Paragraph 10 commencing on the date of this Agreement. After the
          Initial Term, this Agreement may extend for five successive twelve
          (12) month terms, upon mutual written agreement of the Parties,
          provided ALT*MED has performed all of the covenants and undertakings
          as required hereunder. The Parties agree that at the conclusion of the
          Initial Term, Mannatech shall conduct a review of the sales of the
          ALT*MED Product to determine whether such sales warrant continuing the
          Agreement into the Secondary Term under which royalties shall be paid
          as contemplated in paragraph 3

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          hereunder. 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.

     1.2  Secondary Term. If at the end of the Primary Term, Mannatech
          --------------
          determines continued ordering of the ALT*MED Product is warranted.
          The Parties may enter into five (5) successive series of twelve month
          ("Individual Term"), hereinafter, collectively the Secondary Term
          ("Secondary Term"). Mannatech shall have the option to review ALT*MED
          Product sales as contemplated in paragraph 1.1 within thirty (30) days
          of the conclusion of each Individual Term. Mannatech may choose to
          terminate this Agreement at its discretion without further obligation
          to ALT*MED.

2.   Duties.
     ------
     (a)  ALT*MED shall at all times be considered an independent contractor
          ("Independent Contractor") of Mannatech as to the duties and
          responsibilities contemplated hereunder. As such, ALT*MED agrees that
          during the term of this agreement, ALT*MED will remit and pay all
          required amounts attributed to any compensation paid to ALT*MED as
          required herein to any and all taxing authorities as required by law.
          ALT*MED agrees that during the course of this Agreement on behalf of
          Mannatech, ALT*MED shall not engage in any conflicting activities,
          including operating a Mannatech Associate position or hold a downline
          position nor shall any of its principals or affiliates.

     (b)  ALT*MED shall develop a Product exclusively for Mannatech (hereinafter
          defined as "Product Development") containing a combination of the
          patented ingredients Colostrum, Lactoferrin and Beta 1316. The Parties
          acknowledge that ALT*MED has or may have previously marketed a product
          containing Colostrum and Lactoferrin, but such products have not
          contained Beta 1316. For the purposes of this paragraph, "new" shall
          be defined as a proprietary formulation not previously produced, or
          marketed by ALT*MED or any of its subsidiaries.

     (c)  Contemporaneously with such Product Development, ALT*MED shall provide
          to Mannatech all required scientific data, efficacy studies necessary
          to substantiate any and all purported Product Development claims.
          ALT*MED and Mannatech shall further ensure all aspects of the Product
          Development as contemplated hereunder comports with regulatory
          guidelines in place

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          by the Food and Drug Administration ("FDA") during the term of this
          agreement.

     (d)  ALT*MED in cooperation with Mannatech shall bear all responsibility
          for product and quality control for all ALT*MED Product as
          contemplated hereunder. Mannatech shall determine the appropriate
          criteria associated with shipment of ALT*MED Product and shall
          instruct ALT*MED accordingly.

     (e)  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 ALT*MED and/or be researched and
          developed related to the ALT*MED Product shall be the sole and
          exclusive property of Mannatech, and any compensation therefore shall
          be embraced within the compensation stated in paragraph 3 herein.
          ALT*MED specially represents and warrants that any of the Intellectual
          Property that is researched and developed for Mannatech is of
          independent, and novel origin, and does not rely in any aspect on
          other technologies and ideas that ALT*MED has, in the past, conceived,
          researched and/or developed for ALT*MED or others. Further ALT*MED
          hereby represents and warrants as follows:

          -    That none of the Intellectual Property of which ALT*MED
               conceives, researches or develops, and ultimately conveys to the
               Corporation 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;

          -    That ALT*MED shall take reasonable steps to identify and secure
               any approvals or permissions required in connection with the
               production, manufacture, use or exploitation of the Intellectual
               Property to the effect that the same have been or will have been
               obtained prior to any transfer of the Intellectual Property to
               Mannatech (or if not reasonably obtainable, identified to
               Mannatech in writing), and that to the extent the same are
               secured, such shall remain in full force and effect with respect
               to such Intellectual Property during the period of ownership by
               Mannatech.

          -    ALT*MED agrees to execute any document, accurately prepared by
               counsel of Mannatech,

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               which shall serve to preserve the rights to the Intellectual
               Property of Mannatech, including patent applications and related
               documents, and transfers and evidences of ownership of such
               rights in Mannatech. The obligation to acknowledge ownership of
               the Intellectual Property in Mannatech and to participate in the
               execution of documents to obtain, evidence and secure rights
               pertaining to the same, shall survive this agreement, and shall
               bind ALT*MED and its successors, and if applicable, assigns.
               Accordingly, ALT*MED affirm that any rights which might vest in
               it with regard to any Intellectual Property which shall come to
               ALT*MED and/or be researched and developed during the term of
               this Agreement for Mannatech, including without limitation the
               rights to manufacture, reproduce, use, publish, distribute,
               market, sell, license or otherwise exploit, shall be transferred,
               at various times, at the request of Mannatech, to it, as its sole
               property, with no rights, except to the right of compensation,
               set forth herein, remaining within your ownership.

     (f)  Mannatech has the right to inspect and test all ALT*MED 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. Mannatech shall perform inspections and tests for
          quality assurance in a manner that will not unduly delay the
          production of the ALT*MED Product. Mannatech may require repair,
          reformulation or replacement of nonconforming ALT*MED Product, those
          constituting, without limitation of the foregoing, unacceptable
          formulation(s), scientific validation, safety, efficacy, shelf life
          and nonconformity with FDA regulations. Mannatech reserves the right
          to run adequate tests to determine whether the ALT*MED Product conform
          to the specifications as contemplated hereby. Use of a portion of the
          ALT*MED Product shall not constitute acceptance thereof.

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

     (h)  Mannatech may, from time to time request Marcus Gohlke's appearance
          for promotional purposes at

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          Mannatech-sponsored events ("Events"). Such appearances and
          compensation thereof shall be embraced within the terms of this
          Agreement. Mannatech agrees to reimburse ALT*MED for reasonable out of
          pocket unanticipated expenses ("Expenses") incurred as a result of
          attendance at such Events at Mannatech's request. Such Expenses shall
          be subject to approval solely by Mannatech such approval may be
          withheld at any time.

3.   Compensation.
     ------------
     As compensation for the licensing of the ALT*MED Product and compensation
     for fulfillment of Mannatech product orders as outlined herein and provided
     all terms and conditions are met hereunder, Mannatech shall pay ALT*MED
     according to the payment schedules as evidenced and attached hereto as
     Exhibit "A" - "ALT*MED Product Payment Schedules". Compensation shall
     encompass all costs related to product manufacture, quality control,
     shipping, import and export taxes and royalty payments. All funds payable
     in U.S. dollars. ALT*MED shall be responsible for the payment of any and
     all taxes including calculation and remittance of backup withholding
     related to the payment schedules as outlined in this Agreement.

4.   Exclusivity.
     -----------
     The Parties agree that as an inducement to Mannatech to enter into this
     Agreement, ALT*MED agrees that it will not develop, market, distribute and
     sell any other similar products for one (1) year after initiation of
     product sales by Mannatech. ALT*MED agrees to grant Mannatech the exclusive
     right to the product formulations and marketing rights as contemplated
     herein.

     Mannatech acknowledges that ALT*MED may have agreements in place with other
     companies at the time this Agreement is executed. The Parties hereto
     stipulate that Mannatech and the Agreement contemplated hereby, shall not
     henceforth have any impact, influence, or determination as to whether or
     not ALT*MED chooses to continue such other agreements as in place at this
     time.

     The Parties further agree that as an inducement for Mannatech to enter this
     agreement and pay the funds hereunder, it shall have worldwide marketing
     rights to the ALT*MED Product as Mannatech 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. ALT*MED agrees that Mannatech shall always have the sole right to
     sell the ALT*MED product, and as such, ALT*MED will structure any other
     licensing agreements with third-parties to reflect Mannatech's right to
     exclusively market the ALT*MED Product. In the event Mannatech commences

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     sales within a specified country, ALT*MED will take all legal action
     necessary to ensure the third-party discontinues sales of the ALT*MED
     product.

5.   Trademarks and Tradenames.
     -------------------------
     (a.) 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. Mannatech
          shall have the right to terminate this Agreement immediately in the
          event that ALT*MED acts in a manner which would negatively impact the
          reputation of Mannatech and/or of its name or marks ("Mannatech
          Marks") and/or would infringe or dilute the value of Mannatech's marks
          or which is not in compliance with applicable law in the United States
          or any other country in which Mannatech conducts business as the case
          may be.

     (b.) Mannatech shall be the sole owner and shall have perpetual use and
          control of all Promotional Materials produced for Mannatech bearing
          its trade name and/or Mannatech Marks related to the ALT*MED Product.
          Mannatech 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. ALT*MED has no right
          or license to use any of the trademarks or tradenames owned by,
          licensed to or associated with the Mannatech Marks during the term of
          this Agreement without prior approval and express permission from
          Mannatech, such approval and permission is within the sole discretion
          of Mannatech and may be withheld at any time.

6.   Confidential Information.
     ------------------------
     The Parties recognize and acknowledge that their respective tradename(s),
     trademarks, copyrights, marketing plans, identity and related information
     regarding Associates, product formulations and other proprietary product
     information contemplated hereby and any information of either relating to
     the management/operations of the other or designated by the other as
     confidential and/or proprietary (as to each, "Confidential Information") is
     the sole property and trade secret of the party to whom it belongs. Each
     party agrees that the Confidential Information of the other shall not be
     used, sold, disclosed or assigned by such party for any purpose, except to
     the extent necessary to the performance of this Agreement. Upon termination
     of this Agreement, each party agrees to return to the other party all
     written materials, software, customer/member/representative lists and other
     information that contain Confidential Information of such other party and
     further agrees not to use such Confidential Information. In the event of
     breach or

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     threatened breach of this Section by either Party, the non-breaching party
     will be entitled to an injunction restraining the other party from
     disclosing, in whole or in part, any Confidential Information to any
     person, firm, corporation, association or other entity to whom the non-
     breaching party's Confidential Information, in whole or in part, has been
     disclosed or threatened to be disclosed. Nothing contained herein will be
     construed as limiting the non-breaching party from, or prohibiting the non-
     breaching party from, pursuing any other remedies available to it for such
     breach, or threatened breach, including recovery of damages from the
     breaching party. This section shall survive the termination of this
     Agreement.

7.   Indemnification by Mannatech and ALT*MED.
     ----------------------------------------
     (a)  ALT*MED hereby agrees to indemnify and save Mannatech and hold
          Mannatech harmless in respect of all causes of action, liabilities,
          costs, charges and expenses, loss and damage (including consequential
          loss) suffered or incurred by Mannatech (including legal fees) arising
          from any willful or grossly negligent act or omission of ALT*MED or
          its employees, servants and agents and arising from contravention by
          ALT*MED of any of its employees, servants, and agents of any of the
          terms and conditions imposed on ALT*MED pursuant to this Agreement.

     (b)  No party shall be liable to any other party hereunder for any claim
          covered by insurance, except to the extent that the liability of such
          party exceeds the amount of such insurance coverage. Nothing in this
          clause (b) shall be construed to reduce insurance coverage to which
          any party may otherwise be entitled.

     (c)  ALT*MED hereby agrees to indemnify and save Mannatech and hold
          Mannatech harmless in respect of all causes of action liabilities,
          costs, charges and expenses, loss and damage (including consequential
          loss) suffered or incurred by Mannatech (including legal fees) arising
          from the infringement of other marks and affects of using marks and
          contents without prior review as required herein.

8.   Representations and Warranties of ALT*MED.
     -----------------------------------------
     The following representations and warranties are made by ALT*MED and are
     true and correct and shall remain true and correct during the term of this
     Agreement and have been made to induce Mannatech to enter into this
     Agreement.

     (a)  Organization. ALT*MED is a corporation duly organized, validly
          ------------
          existing and in good standing under the laws of its state of
          incorporation as to the United States and as to the region in which it
          does business

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          and has full power and authority to carry on its business as now being
          conducted.

     (b)  Authorization and Agreement. The execution, delivery and performance
          ---------------------------
          of this Agreement by ALT*MED has been authorized by all necessary
          corporate action on its part. The consummation of the transactions
          contemplated by this Agreement will not result in the breach of, or
          constitute a default under, any indenture, mortgage, note, agreement
          or other financing agreement to which ALT*MED is a party or to which
          it or its properties or rights are subject and will not be in
          violation of the rights of any other party.

     (c)  No Consent. No consent of any party and no consent, license, approval
          ----------
          or authorization of, or exemption by, or registration or declaration
          with, any governmental authority, bureau or agency is required in
          connection with the execution, delivery, validity or enforceability of
          this Agreement with respect to ALT*MED and the consummation of the
          transactions contemplated hereby.

     (d)  Insurance. Exhibit "B" - "Insurance" attached hereto provides a
          ---------
          complete list and brief description (specifying the insurer, the
          policy number or covering note number with respect to binders, and
          describing each pending claim thereunder) of all policies or binders
          of product liability insurance held by or on behalf of each of ALT*MED
          or in which it is listed as a co-insured or loss payee respecting the
          ALT*MED Product or any constituent component of any such ALT*MED
          Product. Such policies and binder shall be and shall continue in full
          force and effect, unless Mannatech shall be notified as to their
          cancellation at least thirty (30) days prior to the same. ALT*MED
          shall cause Mannatech to be listed as loss payee or co-insured on each
          such policy set forth on Exhibit "C" upon the development of the
          ALT*MED Product, and to continue on such policy in such capacity
          during the term of this Agreement.

     (e.) Validity and Enforceability. This Agreement is valid and enforceable
          ---------------------------
          against ALT*MED in accordance with its terms, except as enforcement
          may be limited by applicable bankruptcy, insolvency or other laws
          affecting the rights of creditors generally. The execution, delivery
          and performance of this Agreement by ALT*MED does not violate any law
          or rule or regulation or give rise to a cause of action in favor of
          any person which will result in any liability to any of the Parties.

     (f.) No Breach. Neither the execution and delivery of this Agreement nor
          ---------
          the consummation of the transactions contemplated hereby will (i.)
          violate any provision of the Articles of Incorporation or By-Laws of
          ALT*MED

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          (ii.) violate, conflict with or result in the breach or termination
          of, or otherwise give any other contracting party the right to
          terminate or constitute a default (by way of substitution, novation or
          otherwise) under the terms of any mortgage, lease, bond, indenture,
          agreement, franchise or other instrument or obligation to which
          ALT*MED is a party or by which it may be bound or by which any of the
          property or assets of ALT*MED may be bound or materially affected,
          (iii.) result in the creation of any lien, charge or encumbrance upon
          the assets or properties of ALT*MED as it relates to its business or
          the pending business of Mannatech to the terms of any such mortgage,
          bond, indenture, agreement, franchise or other instrument or
          obligation, (iv.) violate any judgement, order, injunction, decree or
          award of any court, arbitrator, administrative agency or governmental
          body against, or binding upon ALT*MED or upon the property, assets or
          business of ALT*MED or (v.) constitute a violation by ALT*MED of any
          law or regulation of any jurisdiction as such law or regulation
          relates to it or to the property or business of ALT*MED.

     (g.) Tax Matters. ALT*MED has filed all income tax, excise tax, sales tax,
          -----------
          use tax, gross receipts tax, franchise tax, employment, payroll and
          withholding tax, real and personal property tax, and all other tax
          returns which ALT*MED is required to file, and has paid or provided
          for all taxes shown on such returns and all deficiencies or other
          assessments of tax, interest or penalties which have been served on or
          delivered to ALT*MED. No penalties or other charges are, or will
          become due with respect to the late filing of any such return.
          Reserves for current and deferred taxes of ALT*MED are sufficient to
          cover the payment of all Federal, local, county, foreign and other
          taxes and all employment, payroll and withholding taxes, including any
          penalties or interest thereon, whether or not measured in whole or in
          part by net income and whether or not assessed or disputed, which are
          hereafter found to be, or to have been, due with respect to the
          conduct of they business of ALT*MED. There are no claims pending with
          respect to Federal, state, local, county, foreign or other taxes
          against ALT*MED. The Federal income tax returns of ALT*MED have never
          been audited by the Internal Revenue Service. No unassessed tax
          deficiency has been proposed or threatened against ALT*MED. There are
          not in force any extensions of time with respect to the dates on which
          any tax return was or is due to be filed by ALT*MED any waivers or
          agreements by ALT*MED for an extension of time for the assessment of
          payment of any tax.

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     (h.) Compliance with Laws. The business and operations of ALT*MED and any
          --------------------
          of its other affiliates and subsidiaries, if any have not been, and
          are not, conducted in violation of any applicable judgement, order,
          injunction, award, tariff or decree. ALT*MED has not received notice
          of, nor does ALT*MED have any knowledge of or any reasonable grounds
          to know after due inquiry that the business and its operations have
          not been and are not, conducted in violation of any Federal, state or
          local law, ordinance, regulations, or any other requirement of any
          governmental body, court or arbitrator applicable to ALT*MED or
          pursuant to which they conduct their business and operations. ALT*MED
          has all permits, licenses, orders, authorizations or approvals of any
          Federal, state, local or foreign governmental or regulatory body to
          carry on its business in the places and in the manner now and
          heretofore conducted, and all such licenses, authorizations and
          permits are in full force and effect. ALT*MED has neither received
          notice of nor have any knowledge of or any reasonable grounds to know
          after due inquiry that the business and operations of ALT*MED have not
          and are not, conducted in material violation of any such licenses,
          authorizations and permits, and no proceeding is pending or threatened
          to revoke or limit any such license, authorizations or permits.

     (i.) Contracts and Benefits. Except as disclosed on Exhibit "C," "Contracts
          ----------------------
          and Benefits" attached hereto, ALT*MED is not party to any agreement
          which is similar in scope or content with any third-party, it being
          the intent of the Parties that this agreement be exclusive as to
          Mannatech with respect to the product formulations of the ALT*MED
          Product.

     (j.) Actions and Proceedings. Except as listed on Exhibit "D" - "Actions
          -----------------------
          and Proceedings", there are no actions, suits claims or legal,
          administrative, regulatory or arbitration proceedings or
          investigations (whether or not the defense thereof or liabilities in
          respect thereof are covered by policies of insurance) pending or, to
          the knowledge of ALT*MED, against, involving or affecting ALT*MED,
          their officers or directors, or any of them or any of their property
          or assets of ALT*MED, which, individually or in the aggregate, might
          have a material adverse affect on the assets, property, operations,
          business or financial condition of ALT*MED, and there are no
          outstanding orders, writs, injunctions or decrees of any court,
          governmental agency or arbitration tribunal against, involving or
          affecting ALT*MED as to the conduct of its development of products,
          sales and distribution for other entities. None of the actions, suits,
          claims, proceedings or investigations listed on Exhibit "E",
          individually or

                                       10
<PAGE>

          together with any other, will have a material adverse effect on the
          operations, business or financial condition of ALT*MED. There is no
          litigation pending or threatened which would give rise to any right of
          indemnification from ALT*MED or any director, officer or shareholder
          of ALT*MED, or partner or joint venturer of any of the same, or his
          heirs, executors or administrators. No suit, action or other
          proceeding or investigation is threatened or pending before any court
          or governmental agency to restrain or prohibit, or to obtain damages,
          a discover order or other relief in connection with, this Agreement or
          the consummation of the transactions contemplated hereby or of any
          similar nature. This representation and warrant shall specifically
          survive the execution, performance and termination of this agreement
          and ALT*MED shall notify Mannatech in the event that such governmental
          or legal action is threatened or undertaken.

     (k.) Suppliers and Customers. The relationships of ALT*MED with its
          -----------------------
          suppliers and customers is generally good. No material customer or
          supplier has cancelled or otherwise terminated, or threatened to
          cancel or otherwise terminate its relationship with ALT*MED or has
          actually notified that it will decrease its services or supplies to
          ALT*MED.

     (1.) Accurate Disclosure. All documents and the Schedules delivered or to
          -------------------
          be delivered by or on behalf of ALT*MED to Mannatech in connection
          with this Agreement and the transactions contemplated hereby are true
          and complete, and all such documents are authentic, valid, and binding
          on ALT*MED in accordance with their terms. The information required to
          be furnished by or on behalf of ALT*MED pursuant to this Agreement and
          in connection with the transactions contemplated hereby does not
          contain any untrue statement of a material fact required to be stated
          therein or necessary to make the statements contained therein not
          false of misleading.

     (m.) Experience. ALT*MED hereby represents and warrants that it has
          ----------
          substantial, successful, favorable experience in providing services
          such as the Duties set forth in Paragraph 2 hereof with respect to
          product development, sales and distribution for other companies.

     (n.) Exhibits. ALT*MED have caused Exhibits "B" - "D" to be attached and
          --------
          incorporated into this Agreement. All statements of fact set forth in
          such Exhibits shall be deemed additional representations and
          warranties of ALT*MED as to the veracity of content and as to the
          existence of the subject matter of the same.

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9.   Default.
     -------
     In the event any Party to this Agreement shall fail to timely perform or
     keep any undertaking to which it has agreed herein, then the other party
     may, upon ten (10) days notice in writing, during which period the party
     against whom such default is contended may cure such contended default
     without affecting any other provision of this Agreement, after which, if
     such default has not been cured, such party may, should it so elect, cancel
     this Agreement and sue for damages.

10.  Termination
     -----------
     Either party may terminate this agreement at any time upon written notice
     ("Notice") delivered to the other thirty (30) days in advance of the date
     noticed for termination.

     Mannatech shall require the immediate cessation of production of ALT*MED
     Product in its notification to ALT*MED, in which case ALT*MED shall
     immediately cease production to be rendered under this Agreement and return
     all materials and Confidential Information to Mannatech.

11.  Notice.
     ------
     Any notice or other communications between the Parties hereto shall be
     sufficiently given if sent by Federal Express or by telecopy, if to
     Mannatech addressed to it at 600 South Royal Lane, Suite 200 Coppell, Texas
     75019, or if to ALT*MED addressed to it at 12302 Astoria Boulevard,
     Houston, Texas 77089 or to other such addresses hereafter designated in
     writing by one party to the other. Such notice or other communications
     shall, if sent by telecopy, be deemed to be given upon receipt of the
     confirmation of its proper transmission and if outside the hours of 9:00
     a.m. to 5:00 p.m. on any business day in the jurisdiction of the addressee,
     shall be deemed to be given at 9:00 a.m. on the next business day. Notices
     sent by Federal Express shall be deemed to be received (3) days after the
     date of forwarding the same. For the purposes of this Agreement, "business
     day" shall refer to a day in which trading banks are open for business.

12.  Attorney's Fees.
     ---------------
     In the event any party hereto shall institute an action, including
     arbitration pursuant to Section 15 of this Agreement, to enforce any rights
     hereunder, the prevailing party in such action shall be entitled, in
     addition to any other relief granted, to reasonable attorneys' fees and
     costs.

13.  Severability.
     ------------
     Any portion of this Agreement which may be prohibited or unenforceable in
     any applicable jurisdiction shall, as to such jurisdiction, be ineffective
     to the extent of such prohibition or unenforceability, but shall not
     invalidate the

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     remaining portions of such provisions or the other provisions hereof or
     affect any such provisions or portion thereof in any other jurisdiction.

14.  Modification.
     ------------
     This Agreement and the Exhibits attached hereto may be revised from time to
     time and can be modified by mutual written agreement of the Parties.

15.  Waivers.
     -------
     Any failure by any of the Parties to comply with any of the obligations,
     agreements or conditions set forth in this Agreement may be waived by the
     other party, but any such waiver will not be deemed a waiver of any other
     obligations, agreement or conditions contained herein.

16.  Counterparts.
     ------------
     This Agreement may be executed in one or more counterparts, each of which
     will be deemed an original but all of which together will constitute one
     and the same document.

17.  Compliance.
     ----------
     Each party will comply with all laws relating to the performance of this
     Agreement including federal, state and Japanese laws, rules and regulations
     and represents and warrants that execution of this Agreement and
     performance of its obligations under this Agreement does not and will not
     breach any other agreement to which it is or will be a party, including but
     not limited to any agreements with its customers.

18.  Arbitration.
     -----------
     Any controversy between the parties to this Agreement or the breach
     thereof, shall be adjudicated by arbitration in accordance with the
     Commercial Arbitration Rules of the American Arbitration Association in
     Dallas County, Texas, and judgment on the award rendered by the
     arbitrator(s) may be entered in any court having competent jurisdiction
     thereof.

19.  No Agency.
     ---------
     Neither party shall purport or shall be deemed an agent, employee, partner,
     or joint venture with the other party.

21.  Governing Law.
     -------------
     The Parties hereto agree that this Agreement shall be enforced and governed
     by the laws of the State of Texas without regard to the conflicts of law
     principals. Each party consents to personal jurisdiction in Dallas County,
     Texas, for any action to enforce arbitration including any further rules
     provided for emergency or extraordinary relief, as to this Agreement.

                                       13
<PAGE>

22.  Authority.
     ---------
     The Parties represent that they have full capacity and authority to grant
     all rights and assume all obligations they have granted and assumed under
     this Agreement.

23.  Assignment.
     ----------
     This Agreement and the rights hereunder may not be assigned by any party
     (except by operation of law) without prior written consent of the other
     party, but, subject to the foregoing limitation, this Agreement shall be
     binding and inure to the benefit of the respective successors, assigns, and
     legal representatives of the Parties.

24.  Force Majeure.
     -------------
     In the event that any party shall be prevented from performing any of its
     obligations due under the terms of this agreement by an act of God, by acts
     of war, riot, or civil commotion, by an act of the State, by strikes, fire,
     flood, or by the occurrence of any other event beyond the control of the
     Parties hereto, that party shall be excused from any further performance of
     the obligations and undertakings set forth under the terms of this
     Agreement.

25.  Captions.
     --------
     The headings of the sections in this Agreement are intended solely for
     convenience of reference and are not intended and shall not be deemed for
     any purpose whatsoever to modify or explain or place constriction upon any
     of the provisions of this Agreement.

26.  Entire Agreement.
     ----------------
     This Agreement constitutes the entire agreement between the Parties hereto
     pertaining to the subject matter hereof and supersedes all prior and
     contemporaneous agreements and understanding of the Parties, and there are
     no representations, warranties, or other agreements between the Parties in
     connection with the subject matter hereof except as specifically set forth
     herein. No supplement, modification, amendment, waiver or termination of
     this Agreement shall be binding unless executed in writing by the Parties
     hereto.

                                       14
<PAGE>

IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date
first written above.

Mannatech/TM/ Incorporated


By:
     -----------------------------------
     Robert M. Henry
Its: Chief Executive Officer


ALT*MED Lactoferrin Products Company

By:
     -----------------------------------
     Marcus B. Gohlke, CPA

Its: President

                                       15
<PAGE>

                EXHIBIT "A" - ALT*MED PRODUCT PAYMENT SCHEDULES

                          All Amounts in U.S. Dollars


1.   Initial Term.
     ------------

     Mannatech agrees to pay ALT*MED the sum of $____________ ("Payment") per
     month, beginning September 1, 2000 for the exclusive licensing and
     fulfillment of the ALT*MED Product until the end of the Primary Term. In
     consideration of this Payment, ALT*MED agrees to ship to Mannatech or its
     designated manufacturer the equivalent of _________ of the ALT*MED Product
     per month, beginning October 1, 2000. For the purposes of this Agreement,
     one (1) product shall be the equivalent of 60 ALT*MED lozenges.

     Mannatech agrees to submit purchase orders ("Orders") to ALT*MED, on a
     monthly basis the actual number of ALT*MED Products required. In the event
     Mannatech requires more than ___________ ALT*MED Products per month,
     ALT*MED shall be compensated an addition $______ for each ALT*MED product
     ordered.

2.   Secondary Term.
     --------------

     In the event the Parties agree to enter into the Secondary Term of this
     Agreement, Mannatech agrees to pay ALT*MED a royalty of $________
     ("Royalty") for each ALT*MED Product sold by Mannatech. Such payment shall
     be tendered to ALT*MED only for those Products sold by Mannatech to
     consumers and/or Independent Associates ("Associates") or others who may
     from time to time purchase the Products for use, collectively "Purchasers".

     For purposes of this Agreement, a Product shall be deemed sold only if
     Mannatech has received payment for the Product from the respective
     Purchasers. ALT*MED shall not be entitled to receive Compensation for any
     ALT*MED Product donated by Mannatech, distributed gratuitously by Mannatech
     in an effort to promote sales or for those ALT*MED Products reserved for
     internal purposes or use.

     In during the course of this Agreement, Mannatech exceeds five million
     ALT*MED Product orders from ALT*MED, ALT*MED agrees to an adjusted royalty
     of .80 per ALT*MED Product. In the event Mannatech exceeds ten million
     ALT*MED Product orders from ALT*MED, ALT*MED agrees to an adjusted royalty
     of .60 per ALT*MED Product. For purposes of computation, all ALT*MED
     products purchased by Mannatech during the Primary Term shall be included
     in this accounting.

                                       16
<PAGE>

     On the fifteenth (15/th/) of each month, Mannatech shall compute the total
     number of ALT*MED Products sold during the prior month and, on making that
     determination, shall remit promptly the Royalty and a copy of the
     compensation statement ("Statement") fifteen (15) days after the
     computation date and on a monthly basis, on the same date each month
     throughout the term of this Secondary Term to ALT*MED or its appointed
     agent. If ALT*MED, for any reason, objects to any Statement submitted by
     Mannatech, ALT*MED shall set forth the objection with specificity in
     writing and submit it to Mannatech within thirty (30) days from the date of
     the Statement. Any objection ALT*MED may have to any Statement shall be
     deemed waived unless it is transmitted in accordance with the terms of this
     paragraph.

                                       17
<PAGE>

                            Exhibit "B" - Insurance

                                       18
<PAGE>

                     Exhibit "C" - Contracts and Benefits

                                       19
<PAGE>

                    Exhibit "D" - "Actions and Proceedings"

                                       20