EXHIBIT 10.32

 *  Confidential Treatment has been  requested for portions of this  exhibit.
 The copy filed herewith omits the information subject to the confidentiality
 request.  Omissions are designated as *.  A complete version of this exhibit
 has been filed separately with the Securities and Exchange Commission.

                               SUPPLY AGREEMENT

      This Supply Agreement ("Supply Agreement") is effective as of  December
 1, 2004 and is between CARALOE,  INC., a Texas corporation ("CARALOE")  with
 its principal place  of business located  at 2001 Walnut  Hill Lane,  Irving
 Texas 75038, MANNATECH,  INC. a   Texas corporation  ("MANNATECH") with  its
 principal place  of  business located  at  600  S. Royal  Lane,  Suite  200,
 Coppell, Texas 75019 and NATURAL ALTERNATIVES INTERNATIONAL, INC. a Delaware
 corporation ("NAI") with  its principal place  of business  located at  1185
 Linda Vista Drive, San Marcos, California.   CARALOE, MANNATECH AND NAI  are
 hereinafter referred to as "Parties".


 W I T N E S S E T H

      WHEREAS, CARALOE desires to sell to MANNATECH and MANNATECH desires  to
 purchase  from  CARALOE,  a  bulk  aloe  vera  mucilaginous   polysaccharide
 (hereinafter referred to under the product  name of "Manapol[R] powder")  in
 quantities, at the price and upon the terms and conditions set forth herein;
 and

      WHEREAS,  contemporaneously  with  the  execution  of  this  Agreement,
 CARALOE and MANNATECH  are entering into  a Trademark  License Agreement  of
 even date herewith (the "License Agreement") pursuant to which, among  other
 things, CARALOE is granting to MANNATECH  a license to use the product  name
 Manapol[R] in connection with the labeling, advertising and sale of products
 manufactured by or for MANNATECH that  contain Manapol[R] powder; as one  of
 the ingredients in products manufactured by or for MANNATECH also containing
 other ingredients and substances (the "Manufactured Products"); and

      WHEREAS, MANNATECH and  NAI are parties  to that certain  Manufacturing
 Agreement dated April 22, 1998 (the "Manufacturing Agreement"), pursuant  to
 which NAI has agreed to manufacture, produce and bulk package for  MANNATECH
 the nutritional products described in the Manufacturing Agreement; and

      WHEREAS, the  Parties  desire  to memorialize  in  this  Agreement  the
 arrangement  among  the  Parties  pursuant  to  which  NAI  shall   purchase
 Manapol[R] powder directly from CARALOE at the prices set forth herein   for
 the  exclusive  purpose  of  manufacturing  the  Manufactured  Products  for
 MANNATECH;

      NOW, THEREFORE, in consideration of  the premises and mutual  covenants
 and agreements contained herein, the Parties hereto agree as follows:

 1.   Term.
      ----
      The term of this Supply Agreement shall be for a period of twelve  (12)
      months from December 1, 2004 to  November 30, 2005 (the "Term")  unless
      further extended or sooner terminated as provided herein (such term, as
      extended herein called, the "Term").  The Term (including each one-year
      extension  of  the  Term)  shall  be  extended  automatically  for   an
      additional one (1)  year period, provided  that, at  least thirty  (30)
      days prior to the end of the Term, MANNATECH and CARALOE mutually agree
      in writing on the quantity and price of Manapol[R] powder to be sold by
      CARALOE and  purchased by  MANNATECH hereunder  during such  additional
      one-year period.   At least sixty  (60) days prior  to the  end of  the
      Term, CARALOE and MANNATECH shall  commence good faith negotiations  to
      determine and agree upon  such quantity and  price for such  additional
      one-year period.  If  MANNATECH and CARALOE are  unable to so agree  on
      such  quantity  and  price,  this  Supply  Agreement  shall   terminate
      effective at the end of the  then-current Term.   Nothing contained  in
      this Paragraph 1 shall be deemed to (i) obligate MANNATECH and  CARALOE
      to agree  upon  such quantity  and  price,  (ii) obligate  a  party  to
      negotiate with the  other party regarding  such quantity  and price  is
      such other part is then  in breach of or  in default under this  Supply
      Agreement or  the  License  Agreement or  (iii)  limit  the  rights  of
      MANNATECH and CARALOE under Paragraph 12 hereof.  This Supply Agreement
      shall terminate automatically upon the expiration or termination of the
      License Agreement.

 2.   Sale and Purchase.
      -----------------
      2.1  Subject to  the terms  and conditions  of this  Supply  Agreement,
           CARALOE shall sell to MANNATECH and MANNATECH shall purchase  from
           CARALOE, not  less  than 250  kilograms  of Manapol[R]  per  month
           during the Term.  CARALOE  agrees  that MANNATECH may increase  or
           decrease its  monthly orders,  incrementally,  in amounts  not  to
           exceed 200 Kg difference from the prior month's order, subject  to
           sixty (60) days  prior written notice  to CARALOE.   In the  event
           that MANNATECH reasonably anticipates  that it shall require  more
           than 200 Kg more Manapol[R] than its prior monthly order,  CARALOE
           will  exert  its  best  reasonable  effort  to  deliver  but  will
           guarantee delivery if  MANNATECH gives CARALOE  at least 180  days
           prior written notice thereof.

      2.2  MANNATECH and NAI agree that all Manapol[R] powder purchased by it
           hereunder shall be  used only as  an additive in  human or  animal
           health food products  (in capsule, powder  tablet or liquid  form)
           manufactured by or for MANNATECH that are intended for sale to the
           ultimate consumer in the United States or any other of MANNATECH'S
           countries of operation in which  it conducts business and  subject
           to compliance  with  MANNATECH'S  obligations  under  the  License
           Agreement, including  without limitation  MANNATECH'S  obligations
           under Article III thereof.

      2.3  Beginning on  the  date  hereof,  unless  otherwise  specified  by
           MANNATECH, NAI  agrees  to  purchase  directly  from  CARALOE  all
           quantities of Manapol[R]  powder that it  requires to  manufacture
           Manufactured  Products  for  MANNATECH  under  the  terms  of  the
           Manufacturing Agreement.  CARALOE agrees that all purchases by NAI
           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.

      2.4  All sales of Manapol[R] powder, whether to MANNATECH or NAI, shall
           be subject to payment  terms of 1%  -  10 days,  net 30 days.  The
           cash  discount  of  1% is allowed  on invoices paid within 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.
      --------
      Subject to paragraph 2.1,  for each calendar  quarter during the  Term,
      MANNATECH and NAI shall agree upon  a non-binding, good faith  forecast
      of the  minimum and  target aggregate  quantities of  Manapol[R]  which
      shall be provided  to CARALOE on  a quarterly basis  commencing on  the
      date hereof

 4.   Pricing.
      -------
       *

 5.   Orders; Deliveries.
      ------------------
      MANNATECH or NAI shall each instruct CARALOE from time  to  time during
      the  Term,  by placing  a  purchase  order  with  CARALOE reasonably in
      advance of the date it desires Manapol[R] powder to be delivered to  it
      hereunder, as  to  (a)  the  quantities  of  Manapol[R]  powder  to  be
      delivered (b) the specific date of delivery, (c) the specific  location
      of delivery  and  (d) the  particular  carrier or  particular  type  of
      carrier for such delivery.  In  no event  shall CARALOE be required  to
      deliver to NAI and/or MANNATECH in any three-month period a quantity of
      Manapol[R] powder in excess of 125% of the maximum delivery requirement
      for such period set forth in  the non-binding Forecast for such  period
      accepted by  CARALOE.   The  quantities  of Manapol[R]  powder  ordered
      pursuant to this Supply Agreement from time to time shall be spaced  in
      a reasonable  manner,  and  MANNATECH or  NAI  shall  each  order  such
      quantities in accordance with the  Forecast.  Deliveries of  Manapol[R]
      powder shall be made  by CARALOE under normal  trade conditions in  the
      usual and customary manner  being utilized by CARALOE  at the time  and
      locations of the particular delivery.  The Manapol[R] powder  delivered
      hereunder shall  be  packaged  in five  (5)  kilogram  containers.  All
      deliveries of  Manapol[R] powder  hereunder shall  be made  by  CARALOE
      F.O.B. at  the  facilities of  CARALOE  or its  affiliates  located  in
      Irving, Texas.

 6.   Exclusivity.
      -----------
      6.1  NAI agrees that  any purchases of  Manapol[R] powder from  CARALOE
           pursuant to  the terms  of this  Supply  Agreement shall  be  used
           exclusively in  connection with  the  production of  products  for
           MANNATECH pursuant to  the terms of  the Manufacturing  Agreement.
           Without limitation, NAI agrees that  it shall not sell  Manapol[R]
           powder purchased pursuant to the terms of this Supply Agreement in
           bulk or  otherwise,  or use  any  purchases of  Manapol[R]  powder
           purchased pursuant  to  the  terms of  this  Supply  Agreement  in
           connection with the production of products on behalf of any  other
           party other than MANNATECH.

      6.2  CARALOE and MANNATECH agree that the Supply and License Agreements
           shall be exclusive  to the  extent that  CARALOE may  not sell  or
           distribute Manapol[R]  in  bulk  or wholesale  form  for  sale  or
           otherwise, to  anyone  whom MANNATECH  has  by written  notice  to
           CARALOE identified as  (and who is),  an Independent Associate  of
           MANNATECH ("Associate"),  or whom  CARALOE  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, the  words "bulk  or  wholesale"
           shall refer  only  to  a sale  of  one  (1) kilogram  or  more  of
           Manapol[R] raw material.

      6.3  CARALOE agrees to  discontinue making bulk  or wholesale sales  or
           distributions of Manapol[R] raw  material to any Associate  within
           thirty (30) days  after receipt of  written notice from  MANNATECH
           identifying such Associate.

 7.   Quality.
      -------
      CARALOE warrants to MANNATECH and NAI  that all Manapol[R] powder  sold
      by CARALOE  pursuant  to this  Supply  Agreement will  conform  to  the
      quality specifications set forth in Exhibit A to this Supply Agreement.
      EXCEPT AS PROVIDED  IN THIS  PARAGRAPH 7,  THERE ARE  NO WARRANTIES  OR
      REPRESENTATIONS OF  ANY KIND,  EXPRESS OR  IMPLIED, INCLUDING  BUT  NOT
      LIMITED TO WARRANTIES  OF MERCHANTABILITY, FITNESS,  AND FITNESS FOR  A
      PARTICULAR PURPOSE, MADE WITH  RESPECT TO THE  MANAPOL[R] POWDER TO  BE
      SOLD HEREUNDER,  AND  NONE  SHALL  BE IMPLIED  BY  LAW.  THE  FOREGOING
      NOTWITHSTANDING, CARALOE  DOES  REPRESENT  THAT  THE  MANAPOL[R] POWDER
      DOES  MEET THE SPECIFICATIONS  OUTLINED ON EXHIBIT  A AND THAT  IT IS A
      FOOD SUPPLEMENT  UNDER  THE  FOOD  &  DRUG  ADMINISTRATION'S RULES  AND
      REGULATIONS.

 8.   Insurance.
      ---------
      CARALOE shall maintain comprehensive insurance coverage during the term
      of this Supply  Agreement, and any  extensions thereof,  with not  less
      than the same coverage, endorsements, limits and notice of cancellation
      as shown in  the insurance certificate  attached hereto  as Exhibit  B.
      CARALOE shall, within thirty (30) days  after this Supply Agreement  is
      executed by all Parties, provide MANNATECH and NAI  with a copy of  its
      insurance certificate  naming  MANNATECH   and  NAI  as  an  additional
      insured and listing the coverage,  endorsements, limits, and notice  of
      cancellation provisions.  CARALOE will  not cancel or materially  alter
      such policy without providing at least  thirty (30) days prior  written
      notice to all named insured.  Failure by CARALOE to maintain  insurance
      coverage according  to  this article  10  shall constitute  a  material
      breach of this Supply Agreement.  It is understood and agreed that  the
      furnishing of such  insurance certificate will  not relieve CARALOE  of
      its other respective obligations under this Supply Agreement.

 9.   Confidential Information.
      ------------------------
      9.1  CARALOE  recognizes  and   acknowledges  that  MANNATECH'S   trade
           name(s),  trademarks,   copyrights,  patents,   marketing   plans,
           identity of  and  related information  regarding  its  Associates,
           product formulations and other proprietary product information and
           any information relating to the management/operations of MANNATECH
           are valuable assets  belonging to MANNATECH  and as  such are  the
           sole property  and  may  constitute trade  secrets  of  MANNATECH.
           Prior to  and during  the performance  of the  Supply and  License
           Agreements, CARALOE may have or had access to certain confidential
           information pertaining to MANNATECH.  CARALOE specifically  agrees
           CARALOE will not at any time,  during or after the performance  of
           the Supply and License Agreements, in any manner, either  directly
           or indirectly,  use,  divulge,  disclose, or  communicate  to  any
           person, firm or corporation,  any confidential information of  any
           kind, nature, or description  concerning any matters  affecting or
           relating  to  the  business  of MANNATECH (hereinafter referred to
           as "MANNATECH Confidential Information").  MANNATECH  Confidential
           Information includes but is not limited to:  MANNATECH genealogies
           (being the  information held  by MANNATECH  or by  any current  or
           former Associate of MANNATECH related to its Associates  including
           without limitation its relationship  with each of its  Associates,
           the Associate's name, upline  and downline, charts, data  reports,
           proprietary product  information which  may from  time-to-time  be
           made  known  to  CARALOE,  the  names  or  practices  of  any   of
           MANNATECH'S customers or Associates; MANNATECH'S marketing methods
           and related data; the names  of MANNATECH'S vendors or  suppliers;
           costs of materials;  costs of its  products generally, the  prices
           MANNATECH obtains or has obtained or at which it sells or has sold
           its products or services; manufacturing and sales costs; lists  or
           other written records used  in MANNATECH's business;  compensation
           paid to its Associates, details of training methods, new  products
           or new uses for old  products, merchandising or sales  techniques,
           contracts and licenses,  business systems,  computer programs,  or
           any other confidential  information of, about,  or concerning  the
           business  of  MANNATECH;   its  manner  of   operation  or   other
           confidential data of any kind, nature or description.

      9.2  CARALOE agrees to use the MANNATECH Confidential Information  only
           for MANNATECH  business and  shall return  copies of  any  written
           MANNATECH Confidential  Information  in  CARALOE'S  possession  to
           MANNATECH forthwith upon  written demand and  upon termination  of
           the Supply and License Agreements for whatever reason.

      9.3  Notwithstanding anything to the contrary contained in this  Supply
           Agreement or the License Agreement,

          9.3.1 CARALOE shall have no obligation to maintain in confidence or
                return to MANNATECH  any information  (i) that  was known  to
                CARALOE prior to  its disclosure to  CARALOE by MANNATECH  or
                any of  its current  or former  Associates and  that did  not
                become known to  CARALOE through disclosure  by a person  who
                was then  known actually  by CARALOE  to have  obtained  such
                information or  made  such  disclosure in  violation  of  any
                obligation to MANNATECH,  (ii) that  is now  in or  hereafter
                enters the  public  domain other  than  due to  a  breach  by
                CARALOE of  this  paragraph 9,  (iii)  that is  disclosed  to
                CARALOE by a third party who is not actually known by CARALOE
                to have obtained or  disclosed such information in  violation
                of any obligation to MANNATECH, or (iv) that is independently
                developed by CARALOE without the  aid, application or use  of
                any MANNATECH Confidential information disclosed to  CARALOE;
                and

          9.3.2 CARALOE may  make any  disclosure of  MANNATECH  Confidential
                Information (i) that it is  necessary or appropriate to  make
                in order  to  carry out  its  obligations under  any  written
                agreement  with  MANNATECH,  (ii)  that  it  is  required  or
                permitted to  make  pursuant to  any  written consent  of  or
                written agreement with MANNATECH or (iii) that it is required
                by law to make.

      9.4  Each of MANNATECH and NAI recognize and acknowledge that CARALOE'S
           trade name(s), trademarks,  copyrights, patents, marketing  plans,
           product formulations,  know-how, compounds,  products,  processes,
           designs, production methods and  techniques and other  proprietary
           product  information   and  any   information  relating   to   the
           management/operations  of   CARALOE   are  valuable   assets   and
           confidential information belonging to CARALOE and as such  are the
           sole property  of  CARALOE and  may  constitute trade  secrets  of
           CARALOE.  Prior to  and during the performance  of  the Supply and
           License Agreements,  each of  MANNATECH and  NAI may  have or  had
           access to certain confidential information pertaining to  CARALOE.
           Each of MANNATECH and NAI specifically  agrees it will not at  any
           time, during or after  the performance of  the Supply and  License
           Agreements, in  any manner,  either directly  or indirectly,  use,
           divulge,  disclose,  or  communicate   to  any  person,  firm   or
           corporation, any confidential information of any kind,  nature, or
           description  concerning  any  matters  affecting  or  relating  to
           the  business  of  CARALOE  (hereinafter referred  to as  "CARALOE
           Confidential  Information").   CARALOE   Confidential  Information
           includes but is not limited to:  the names or practices of any  of
           CARALOE'S customers; CARALOE'S marketing methods and related data;
           the names of CARALOE'S vendors  or suppliers; costs of  materials;
           costs of its products generally, the prices CARALOE obtains or has
           obtained or  at  which  it  sells or  has  sold  its  products  or
           services; manufacturing and  sales costs; lists  or other  written
           records used  in  CARALOE'S  business; compensation  paid  to  its
           Associates, details of training methods, new products or new  uses
           for old products, merchandising or sales techniques, contracts and
           licenses,  business  systems,  computer  programs,  or  any  other
           confidential information of, about, or concerning the business  of
           CARALOE; its manner of operation or other confidential data of any
           kind, nature or description.

      9.5  Each of MANNATECH and  NAI agree to  use the CARALOE  Confidential
           Information only for CARALOE business  and shall return copies  of
           any written CARALOE Confidential Information in its possession  to
           CARALOE forthwith upon written demand and upon termination of this
           Agreement for whatever reason.

      9.6  Notwithstanding  anything  to  the  contrary  contained  in   this
           Agreement,

          9.6.1 MANNATECH shall have no obligation to maintain in  confidence
                or return to CARALOE  any information (i)  that was known  to
                MANNATECH prior  to its  disclosure to  MANNATECH by  CARALOE
                that did not become known to MANNATECH through disclosure  by
                a person who was  then known actually by  MANNATECH  to  have
                obtained  such  information  or   made  such  disclosure   in
                violation of any obligation to CARALOE,  (ii) that is now  in
                or hereafter enters  the public domain  other than  due to  a
                breach by  MANNATECH  of  this paragraph  9,  (iii)  that  is
                disclosed to MANNATECH by a third  party who is not  actually
                known  by  MANNATECH  to  have  obtained  or  disclosed  such
                information in  violation of  any obligation  to CARALOE,  or
                (iv) that is independently developed by MANNATECH without the
                aid,  application  or   use  of   any  CARALOE   Confidential
                information disclosed to MANNATECH; and

          9.6.2 MANNATECH may  make any  disclosure of  CARALOE  Confidential
                Information (i) that it is  necessary or appropriate to  make
                in order  to  carry out  its  obligations under  any  written
                agreement with CARALOE, (ii) that it is required or permitted
                to make  pursuant  to  any  written  consent  of  or  written
                agreement with CARALOE or (iii) that it is required by law to
                make.

 10.  Remedies.
      --------
      10.1 CARALOE acknowledges that MANNATECH has devoted considerable  time
           and resources  in connection  with the  development of  its  sales
           force and products and  establishment of goodwill associated  with
           the same.    CARALOE acknowledges  that  a breach  by  CARALOE  of
           paragraphs 6.2 or  9 would cause  MANNATECH to suffer  irreparable
           harm, for which damages would be  difficult to assess and  further
           agrees that MANNATECH  shall be entitled  to injunctive relief  in
           addition  to  any  other  right  or  remedy  MANNATECH  may  have,
           including without  limitation, the  recovery  of damages  for  the
           breach of this or any other  surviving provision(s) in the  Supply
           Agreement and License Agreement.

      10.2 Each of MANNATECH  and NAI  acknowledge that  CARALOE has  devoted
           considerable time and resources in connection with the development
           of its products, production procedures and methods, trade  secrets
           and intellectual property.  Each of MANNATECH and NAI  acknowledge
           that a  breach by  it of  paragraphs  2.2, 6.1  or 9  would  cause
           CARALOE to suffer  irreparable harm,  for which  damages would  be
           difficult to  assess  and  further agree  that  CARALOE  shall  be
           entitled to injunctive relief  in addition to  any other right  or
           remedy  CARALOE  may  have,  including  without  limitation,   the
           recovery of damages for the breach of this or any other  surviving
           provision(s) in the Supply Agreement or License Agreement.

      10.3 Without limitation, MANNATECH  shall be entitled  to all  remedies
           available to  it  under  this Supply  Agreement  with  respect  to
           purchases of  Manapol[R] powder  by NAI  pursuant to  this  Supply
           Agreement as  though MANNATECH  had made  such purchase  directly;
           provided, that such rights and  remedies shall not be  duplicative
           of any  rights  and  remedies held  by  NAI  hereunder,  it  being
           understood and  agreed  that  CARALOE shall  not  be  required  to
           compensate both NAI and MANNATECH for the same breach, incident or
           claim.   CARALOE shall  be entitled  to  all rights  and  remedies
           available to it under  this Supply Agreement  with respect to  the
           sales of Manapol[R] powder to either MANNATECH or NAI pursuant  to
           this Supply Agreement (including without limitation, rights  under
           Force Majeure events, rights upon default or NAI and/or  MANNATECH
           and rights of equitable relief) as though MANNATECH has made  such
           purchase directly and no obligation of NAI hereunder shall relieve
           MANNATECH of  any liability  or responsibility  under this  Supply
           Agreement.

 11.  Disclaimer and Indemnity.
      ------------------------
      11.1 To  the  extent that CARALOE warrants conformity of the Manapol[R]
           Powder  as  set forth  in  paragraph  7  herein,  MANNATECH  shall
           assume all  financial  and  other  obligations  for  its  products
           made with  Manapol[R]  powder, and  CARALOE  shall not  incur  any
           liability or responsibility to NAI, MANNATECH or to third  parties
           arising out  of  or  connected in  any  manner  with  Manufactured
           Products.  IN NO EVENT SHALL  CARALOE BE LIABLE FOR LOST  PROFITS,
           SPECIAL DAMAGES, CONSEQUENTIAL  DAMAGES OR CONTINGENT  LIABILITIES
           ARISING OUT OF OR CONNECTED IN  ANY MANNER WITH THIS AGREEMENT  OR
           THE MANUFACTURED PRODUCTS.   MANNATECH and  NAI shall jointly  and
           severally defend,  indemnify and  hold  harmless CARALOE  and  its
           affiliates, and  their respective  officers, directors,  employees
           and agents,  from and  against all  claims, liabilities,  demands,
           damages, expenses and losses (including reasonable attorneys' fees
           and  expenses)  arising   out  of  or   connected  with  (i)   any
           manufacture,  use,  sale  or  other  disposition  of  Manufactured
           Products, or any other products of MANNATECH or NAI, by MANNATECH,
           NAI or any other party and (ii) any breach by MANNATECH and/or NAI
           of  any  of  their   respective  obligations  under  this   Supply
           Agreement.

      11.2 Without limiting  in any  manner  the provisions  of section 11.1,
           CARALOE shall defend,  indemnify and hold harmless  MANNATECH  and
           NAI  and  their  affiliates,  and respective officers,  directors,
           employees and agents,  from and against  all claims,  liabilities,
           demands,  damages,  expenses  and  losses  (including   reasonable
           attorneys' fees and expenses) arising out of or connected with (i)
           and claim that Manapol[R] Powder supplied by CARALOE caused injury
           or damage to a person or  property and (ii) any breach by  CARALOE
           of any of its obligations under this Supply Agreement.

 12.  Force Majeure.
      -------------
      CARALOE shall not have any liability hereunder if it shall be prevented
      from  performing  any  of  its  obligations  hereunder  by  reason   of
      any factor  beyond its  control,  including without  limitation,  fire,
      explosion,  accident,   riot,   flood,  drought,   storm,   earthquake,
      lightening, frost, civil commotion,  sabotage, vandalism, smoke,  hail,
      embargo, act of  God or  the public  enemy, other  casualty, strike  or
      lockout, or  interference, prohibition  or restriction  imposed by  any
      government or  any  officer or  agent  thereof ("Force  Majeure"),  and
      CARALOE'S obligations, so far as may  be necessary, shall be  suspended
      during the period  of   such Force Majeure  and shall  be cancelled  in
      respect of such quantities of Manapol[R] powder as would have been sold
      hereunder but for such suspension.  CARALOE shall give MANNATECH prompt
      notice of any such Force Majeure, the date of commencement thereof  and
      its probable duration and  shall give a further  notice in like  manner
      upon termination thereof.   Each party hereto  shall endeavor with  due
      diligence to resume  compliance with its  obligations hereunder at  the
      earliest date and shall  do all that it  reasonably can to overcome  or
      mitigate the effects  of any such  Force Majeure  upon its  obligations
      under this Supply Agreement.

 13.  Rights Upon Default
      -------------------
      13.1 CARALOE'S Rights upon  Default.  If  either MANNATECH or  NAI (i.)
           fail  to purchase the  quantities  of  Manapol[R] powder specified
           for  purchase  by  MANNATECH  hereunder,  (ii.)  fails  to make  a
           payment  hereunder  when  due,  or (iii.)  otherwise breaches  any
           term of this Supply Agreement, and  such failure or breach is  not
           cured to CARALOE'S  reasonable satisfaction within  five (5)  days
           (in the case of a failure to  make a payment) or thirty (30)  days
           (in any other case) after receipt of notice thereof by  MANNATECH,
           or if  MANNATECH  fails to  perform  or observe  any  covenant  or
           condition on its part to be performed or observed when required to
           be performed and  observed, and such  failure continues after  the
           applicable  grace  period,  if  any,  specified  in  this   Supply
           Agreement, CARALOE may refuse to make further deliveries hereunder
           and may terminate this Supply Agreement  upon notice to MANNATECH,
           and in  addition,  shall  have such  other  rights  and  remedies,
           including the  right  to  recover damages,  as  are  available  to
           CARALOE under applicable law  or otherwise.  If MANNATECH  or  NAI
           become bankrupt,  insolvent, or  if a  petition in  bankruptcy  is
           filed by or against it,  or if a receiver  is appointed for it  or
           its properties,  CARALOE may  refuse  to make  further  deliveries
           hereunder and  may terminate  this Supply  Agreement upon  written
           notice to NAI and  MANNATECH, without prejudice  to any rights  of
           CARALOE existing hereunder or  under applicable law or  otherwise.
           Any subsequent shipment of Manapol[R] powder  by CARALOE  after  a
           failure by MANNATECH and/or NAI  to make any payment hereunder, or
           after  any  other  default  by  MANNATECH  hereunder,  shall   not
           constitute a waiver of any rights  of CARALOE arising out of  such
           prior default; nor shall CARALOE'S  failure to insist upon  strict
           performance of any provision of this Supply Agreement be deemed  a
           waiver by CARALOE  of any rights  of CARALOE arising  out of  such
           prior default; nor shall CARALOE'S  failure to insist upon  strict
           performance of any provision of this Supply Agreement be deemed  a
           waiver by CARALOE of  any of its rights  or remedies hereunder  or
           under applicable  law or  a waiver  by CARALOE  of any  subsequent
           default by MANNATECH in the performance of or compliance with  any
           of the terms of this Supply Agreement.

      13.2 MANNATECH'S Rights Upon Default.

           If  CARALOE  fails  in  any  material  respect   to   perform  its
           obligations  hereunder,  and   such  failure  is   not  cured   to
           MANNATECH'S reasonable satisfaction within thirty (30) days  after
           notice thereof  by MANNATECH,  MANNATECH and  NAI shall  have  the
           right to  refuse to  accept further  deliveries hereunder  and  to
           terminate this Supply  Agreement upon  notice to  CARALOE, and  in
           addition, subject to  the provisions of  Section 10.3, shall  have
           such other rights  and remedies,  including the  right to  recover
           damages, as are available under applicable law or otherwise.   Any
           subsequent delivery of Manapol[R]  powder to MANNATECH and/or  NAI
           after any default by CARALOE under this Supply Agreement shall not
           constitute a waiver of any rights of MANNATECH and/or NAI  arising
           out of  such prior  default; nor  shall MANNATECH'S  and/or  NAI's
           failure to insist upon strict performance of any provision of this
           Supply Agreement be deemed a waiver by MANNATECH and/or NAI of any
           of its rights or remedies hereunder  or under applicable law or  a
           waiver by  MANNATECH  and/or  NAI of  any  subsequent  default  by
           CARALOE in the performance of or compliance with any of the  terms
           of this Supply Agreement.

 14.  Further Assurances.
      ------------------
      The Parties shall execute  and  deliver  such additional documents  and
      take such additional  actions as any  Party may reasonably  deem to  be
      necessary or  appropriate to  more  fully consummate  the  transactions
      contemplated by and affect the purposes of this Supply Agreement.   All
      such additional  documents and  actions shall  be deemed  to have  been
      executed, delivered  or taken  on the  date of  this Supply  Agreement,
      except as may otherwise be appropriate.

 15.  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 Supply Agreement.

 16.  Succession.
      ----------
      The  Parties hereto may  not  assign or otherwise transfer this  Supply
      Agreement or any  of its  rights or  obligations hereunder  (including,
      without limitation,  by  merger  or consolidation)  without  the  prior
      written consent of the other  Parties; provided, however, that  CARALOE
      may assign any of its rights or obligations hereunder to any  affiliate
      of CARALOE.  Subject to the immediately preceding sentence, this Supply
      Agreement shall be binding upon and inure to the benefit of the Parties
      hereto and their respective successors and assigns.

 17.  Counterparts.
      ------------
      This Supply Agreement  may be executed in counterparts,  each  of which
      shall be deemed an original, but all of which together shall constitute
      one and the same instrument.

 18.  Notices.
      -------
      All  notices  and  other  communications  with respect  to this  Supply
      Agreement shall be  in writing and  shall be deemed  to have been  duly
      given when delivered personally or three (3) days following deposit  in
      the mails, first class mail, postage prepaid, to the address set  forth
      below, or such other address hereafter specified in like manner by  one
      Party to the others:

          If to MANNATECH:         600 S. Royal Lane, #200
                                   Coppell, Texas 75019
                                   Attention:  General Counsel
                                   ---------------------------

          If to NAI:               1185 Linda Vista Drive
                                   San Marcos, California 92069
                                   Attention:  Randy Weaver

          If to CARALOE:           2001 Walnut Hill Lane
                                   Irving, Texas 75038
                                   Attention:  President

 19.  Applicable Law; Venue.
      ---------------------
      This Supply Agreement shall be governed by and construed in  accordance
      with the laws of Texas,  without regard  to any  conflict-of-law  rules
      that would apply any other law.  Venue of any action brought to enforce
      or  interpret this  Supply  Agreement  shall only be in  Dallas County,
      Texas.

 20.  Binding Effect.
      --------------
      No  Party  may  assign or otherwise transfer  this Supply Agreement  or
      any  of  its  rights   or  obligations  hereunder,  including   without
      limitation, by  merger or  consolidation,   without the  prior  written
      consent of the  Party against  which enforcement  is sought;  provided,
      however, that  CARALOE may  assign any  of  its rights  or  obligations
      hereunder to  any  affiliate of  CARALOE.   Subject  to  the  immediate
      preceding sentence, this Supply Agreement shall inure to the benefit of
      and be binding  upon the Parties  and their  respective successors  and
      permitted assigns.  Nothing  in  this  Supply Agreement,  expressed  or
      implied, is intended to confer on any person other than the Parties  or
      their respective successors and permitted assigns any rights, remedies,
      obligations or liabilities under or by reason of this Supply Agreement.

 21.  Interpretation.
      --------------
      If  any  provision  of  this  Supply Agreement is  held to be  illegal,
      invalid or unenforceable under present  or future laws, such  provision
      shall be  fully severable  and the  remaining provisions  hereof  shall
      remain in  full force  and effect  and  shall not  be affected  by  the
      illegal, invalid or  unenforceable provision or  by its severance  from
      this Supply Agreement.  Furthermore, in  lieu of such illegal,  invalid
      or unenforceable provision, there shall be added as part of this Supply
      Agreement, a provision as similar in its terms to such illegal, invalid
      or unenforceable provision as may be  possible and be legal, valid  and
      enforceable.

 22.  No Inconsistent Actions.
      -----------------------
      Each party hereto  agrees that it  will not  voluntarily undertake  any
      action or course of action inconsistent  with the provisions or  intent
      of this  Supply  Agreement  and, subject  to  Section  9  hereof,  will
      promptly do all  acts and take  all measures as  may be appropriate  to
      comply with  the  terms,  conditions  and  provisions  of  this  Supply
      Agreement.

 23.  Survival.
      --------
      The expiration or termination of the  Term shall not impair the  rights
      or obligations of  the Parties which  have accrued  hereunder prior  to
      such expiration or termination.  The  provisions of Paragraphs 2.2,  7,
      9, 11, 13 and 14 hereof, and the rights and obligations of the  Parties
      thereunder, shall survive the expiration or termination of the Term.

 24.  Entire Agreement.
      ----------------
      Except as otherwise contemplated hereby, this Supply Agreement  and the
      License Agreement, as amended, constitute  the entire agreement of  the
      Parties, and supersedes all  prior agreements and understandings  (oral
      and written), between or among the parties with respect to the  subject
      matter hereof.

<PAGE>

 IN WITNESS WHEREOF, the parties hereto  have executed this Supply  Agreement
 as of the date first above written.

                          MANNATECH, INC.,
                          a Texas corporation

                          By:    /s/ Terry L. Persinger
                          --------------------------------------------
                          Name:  Terry L. Persinger
                          Title: President and Chief Operating Officer


                          NATURAL ALTERNATIVES INTERNATIONAL, INC.
                          A Delaware corporation

                          By:    /s/ Randy L. Weaver
                          --------------------------------------------
                          Name:  Randy L. Weaver
                          Title: President


                          CARALOE, INC.,
                          a Texas corporation

                          By:    /s/ Carlton E. Turner
                          --------------------------------------------
                          Name:  Carlton E. Turner
                          Title: CEO

<PAGE>

                                  EXHIBIT A


                   MANAPOL[R] POWDER PRODUCT SPECIFICATION


 SOURCE:

      Freeze dried powder produced from inner gel of Aloe Vera L.


 PROCESSING:

      Patented:  U.S. and other patents


 PRODUCT SPECIFICATIONS:

 Appearance                                Fine white to beige powder

 Complex carbohydrates                     Greater than or equal to 30%
                                           soluble fraction

 Moisture                                  Less than or equal to 14%

 Residue on ignition                       Less than or equal to 16%

 Microbiological purity                    Meets U.S.P. specifications

 Gel points                                Approximately 240 mg/oz

 Viscosity  (cP) @ 4 mg/ml                 Approximately 40

 Total acidic value (as malic acid)        Approximately 0.7% by AOAC method

 Fiber content (greater than 5um)          Less than or equal to 60%