EXHIBIT 10.33


                         TRADEMARK LICENSE AGREEMENT
                         ---------------------------

   THIS TRADEMARK LICENSE  AGREEMENT ("Agreement"), effective as of  December
 1, 2004,  is  made  by  and between  CARALOE,  INC.  ("Licensor"),  a  Texas
 corporation, having  its principal  place of  business at  2001 Walnut  Hill
 Lane, Irving,  Texas  75038,  and MANNATECH,  INC.,  ("Licensee"),  a  Texas
 corporation, having its principal  place of business at  600 S. Royal  Lane,
 Suite 200, Coppell, Texas 75019.


                              W I T N E S S E T H:
                              - - - - - - - - - -

   WHEREAS, simultaneously  with the  execution of  this Agreement,  Licensor
 and Licensee are entering into a non-exclusive Supply Agreement of even date
 herewith  (the "Supply Agreement")  for the  sale by Licensor  and  purchase
 by Licensee,  through  its  manufacturer,  Natural Alternatives Incorporated
 ("NAI") of bulk aloe vera mucilaginous polysaccharide (hereinafter  referred
 to under the  product name of  "Manapol[R] powder") to  be used in  products
 manufactured by Licensee and NAI (the "Manufactured Products");

   WHEREAS,   Carrington    Laboratories,   Inc.,    a   Texas    corporation
 ("Carrington"), claims  the  ownership  of  the  trademark  Manapol[R]  (the
 "Mark") and has granted to Licensor a license to use the Mark and to license
 others to use it on an exclusive and/or a non-exclusive basis;

   WHEREAS, Licensee is desirous of obtaining from Licensor, and Licensor  is
 willing to grant to Licensee, a  license to use the product name  Manapol[R]
 (the "Mark") in connection with the advertising and sale of the Manufactured
 Products subject to the terms, conditions and restrictions set forth herein;
 and

   WHEREAS,  Licensor and  Licensee are  mutually  desirous of  insuring  the
 consistent quality of all products sold in connection with the Mark;

   NOW,  THEREFORE,  in consideration  of  premises,  the  mutual  covenants,
 promises and  agreement  set  forth herein,  and  other  good  and  valuable
 consideration, the receipt and sufficiency of which are hereby acknowledged,
 the parties hereby covenant, promise and agree as follows:



                                   Article 1


                                    LICENSE
                                    -------

   1.1   Terms and Conditions.  Licensor hereby  grants to Licensee the  non-
 transferable right  and license  to  use the  Mark  in connection  with  the
 labeling, advertising  and sale  of Manufactured  Products manufactured  and
 sold by Licensee during the Term of this Agreement.  During the Term of this
 Agreement, Licensee shall have (a) the  non-exclusive right to use the  Mark
 in connection with Manufactured  Products containing Manapol[R] powder  that
 are intended for sale to the ultimate consumer in the United States, Canada,
 and Mexico, and (b)  the non-exclusive right to  use the Mark in  connection
 with Manufactured Products  containing Manapol[R] powder  that are  intended
 for sale to the  ultimate consumer in places  other that the United  States,
 Canada and Mexico, that are specifically and mutually agreed upon from  time
 to  time and listed in Exhibit A hereto.  The countries in Exhibit A may  be
 removed  by  Caraloe  upon written  notice to Mannatech  that  an  exclusive
 Trademark License Agreement  has been executed  for  that country.  In  that
 event, Mannatech shall no longer be allowed to use the Manapol[R]  Trademark
 within the country removed by Caraloe after its existing supplies have  been
 exhausted.  Relative  to Japan, Mannatech  may use the  Trademark on a  non-
 exclusive basis  under the  same conditions  as those  listed in  Exhibit  A
 except no drink may be sold using Manapol[R] powder or the Trademark.

   1.2   License Coterminous With Supply Agreement.   The license granted  by
 this Agreement shall run conterminously with  the Supply Agreement, and  any
 actions or events  which shall  operate to  extend or  terminate the  Supply
 Agreement  shall   automatically   extend  or   terminate   this   Agreement
 simultaneously.

   1.3   Sublicenses.  Licensee shall not have the right to grant sublicenses
 without the  written permission  of Licensor  with  respect to  the  license
 granted herein; however,  Licensee may engage  a third party  or parties  to
 make and  affix labels  for the  Manufactured  Products in  compliance  with
 Articles 2, 3, and 4 hereof, and/or to distribute and sell the  Manufactured
 Products in  compliance with  the terms  and conditions  of this  Agreement.
 Licensee shall be  expressly obligated to  ensure full  compliance with  all
 terms and conditions of this Agreement.



                                   Article 2


                 CERTAIN OBLIGATIONS OF LICENSEE AND LICENSOR
                 --------------------------------------------

   2.1   Representations by Licensee.   Licensee shall  not represent in  any
 manner that  it  owns any  right,  title or  interest  in or  to  the  Mark.
 Licensee acknowledges that its use of the Mark shall inure to the benefit of
 Licensor and  shall not  create  in Licensee's  favor  any right,  title  or
 interest in or to the Mark.

   2.2   Discontinuation of Use of Mark.  Upon the expiration or  termination
 of this Agreement, Licensee will cease and  desist from all use of the  Mark
 in any manner and  will not adopt or  use, without Licensor's prior  written
 consent, any work or mark which is confusingly or deceptively similar to the
 Mark, except that Licensee may continue to use the Mark under the terms  and
 conditions of this Agreement  in connection with  any remaining supplies  of
 Manapol[R] powder purchased  by Licensee from  Licensor until such  supplies
 are exhausted.

   2.3   FDA Compliance of Products.    All products  on  which  the Mark  is
 used by  Licensee  shall  be manufactured,  packaged,  labeled,  advertised,
 marketed and sold in compliance with (i) the Federal Food, Drug and Cosmetic
 Act and the rules  and regulations promulgated  thereunder, as amended  from
 time to time if sold for  use within the United  States, and (ii) all  other
 applicable laws, rules and  regulations if sold for  use outside the  United
 States.

   2.4   Inspection.  Upon reasonable notice, Licensor reserves the right  to
 inspect Licensee's products  bearing the Mark  and Licensee's  manufacturing
 facilities at all reasonable times to insure Licensee's compliance with this
 Agreement.

   2.5   Use of  Trademark.   Licensee  shall  not  use the  Mark  except  as
 specifically set  forth herein.   Without  limiting  the generality  of  the
 preceding sentence, Licensee shall not use  the Mark in connection with  the
 sale or advertising of  any products other  than the Manufactured  Products.
 Any use of the  trademark, "Manapol[R]" pursuant to  this agreement is  non-
 exclusive.  Whenever the Licensee uses the trademark, "Manapol[R]", it shall
 also indicate that  such name is  the registered trademark  of Licensor  and
 shall take all reasonable measures to  assure that there is no confusion  of
 ownership of the mark or the  substance which it identifies, the same  being
 the proprietary property of the Licensee.  Likewise, Licensor, if  referring
 to Ambrotose[R], shall indicate that the same is the trademark of  Mannatech
 and shall take all reasonable measures to assure that there is no  confusion
 of ownership of  the mark  or the substance  which it  identifies, the  same
 being the proprietary property of the Licensee.

   2.6   Trademark Registration.   At  Licensor's  request and  expense  and,
 except as  otherwise  provided  herein at  Licensor's  sole  discretion  and
 option, Licensee  shall  take whatever  action  is reasonably  necessary  to
 assist Carrington  or its  assigns in  registering the  Mark with  the  U.S.
 Patent and Trademark  Office ("USPTO") and/or  in perfecting, protecting  or
 enforcing Carrington's and Licensor's rights in  and to the Mark.   Licensee
 understands that Carrington or its assigns may rely solely on Licensee's use
 of the Mark to obtain or maintain registration with the USPTO.



                                   Article 3


                            MANUFACTURING AND SALE
                            ----------------------

   3.1   Manufacturing Facilities.   All  manufacturing of  the  Manufactured
 Products shall  be  done  in the  Licensee's  own  facilities  or  qualified
 contract manufacturing facilities.

   3.2   Combination  with  Other  Products.    Licensee  shall  not  combine
 Manapol[R] powder with any  product or substance in  any manner which  would
 violate any  laws, rules  or  regulations of  any  state, federal  or  other
 governmental body in  which the Manufactured  Products are  sold.   Licensee
 shall  not  combine  Manapol[R]  powder  with  any  other  substance  in   a
 Manufactured Product that is to be advertised or sold for use or consumption
 by  humans  or  animals  if  the   approval  of  the  U.S.  Food  and   Drug
 Administration (the "FDA")  or the U.S.  Department of Agriculture  ("USDA")
 for such use or consumption is required and has not been obtained.

   3.3   Compliance  by Third Parties.   Licensee  shall   take   all   steps
 necessary to ensure that its distributors  and any other parties to whom  it
 sells  any  of  the  Manufactured  Products  for  resale  do  not  re-label,
 repackage, advertise, sell or  attempt to sell MANAPOL[R]  powder or any  of
 the Manufactured Products in a manner  that would violate this Agreement  is
 done by Licensee.



                                   Article 4


                            LABELS AND ADVERTISING
                            ----------------------

   4.1   FDA  Compliance  of  Labels  and   Advertising.    All  labels   and
 advertising relating to the Manufactured Products offered in connection with
 the Mark must strictly comply with  all applicable rules and regulations  of
 the FDA if sold for use within  the United States, and all other  applicable
 laws,  rules  and  regulations  wherever  sold.  Information  regarding  the
 ingredients of Manapol[R] powder shall be furnished to Licensee by  Licensor
 from time to time.

   4.2   Mandatory Requirements.  Licensee shall cause all labels, packaging,
 advertising and promotional materials used  by it in advertising,  marketing
 and selling  any product  manufactured  by or  on  behalf of  Licensee  that
 contains Manapol[R] to contain (i) the Mark, (ii) a statement setting  forth
 the concentration of Manapol[R] powder contained in such product, and  (iii)
 the following legend:

     Manapol[R] is a registered trademark of Carrington Laboratories, Inc.

   4.3   Claims by Licensee.  Licensee hereby  agrees not to make, or  permit
 any of  its employees,  agents or  distributors to  make any  claims of  any
 properties or  results relating  to Manapol[R]  powder or  any  Manufactured
 Product which would violate any applicable law.

   4.4   FDA or USDA Approval of Claims.  If Licensee desires to seek FDA  or
 USDA approval as to any specific claims with respect to Manapol[R] powder or
 any Manufactured Product, Licensee  herby agrees to  (i) notify Licensor  of
 the claims and  the application prior  to filing and  (ii) to keep  Licensor
 informed as to the progress of the application, including but not limited to
 sending Licensor copies of all communications or notes to or from the FDA or
 USDA, as applicable.

   4.5   Right to Approve  Labels, etc.   If Licensor  so requests,  Licensee
 shall not use any label, advertisement  or marketing material that  contains
 the Mark unless such  label, advertisement or  marketing material has  first
 been submitted to and approved by Licensor.  Licensor shall not unreasonably
 withhold  its  approval  of  any  such  label,  advertisement  or  marketing
 material.



                                   Article 5


               NEGATION OF WARRANTIES, DISCLAIMER AND INDEMNITY
               ------------------------------------------------

   5.1   Negation of Warranties,  etc.  Nothing  in this  Agreement shall  be
 construe or interpreted as:

         (a)    a  warranty  or  representation  by  Licensor  that  any
      product made,  used,  sold  or otherwise  disposed  of  under  the
      license  granted  in  this  Agreement  is  or  will  be  free   of
      infringement or the like of the rights of third parties; or

         (b)    an obligation by Licensor to bring or prosecute  actions
      or suits against third parties for infringement or the like of the
      Mark or of any registration that  may subsequently be granted  for
      such Mark; or

         (c)    granting  by  implication,  estoppel  or  otherwise  any
      licenses or rights other than those expressly granted hereunder.

   5.2   Disclaimer.    LICENSOR   MAKES  NO   REPRESENTATIONS,  EXTENDS   NO
 WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
 TO WARRANTIES  OF  MERCHANTABILITY, FITNESS  AND  FITNESS FOR  A  PARTICULAR
 PURPOSE, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE USE,
 SALE OR OTHER  DISPOSITION BY LICENSEE  OR ITS CUSTOMERS,  VENDORS OR  OTHER
 TRANSFEREES, WITH  RESPECT TO  THE MARK  OR  ANY PRODUCTS  MADE OR  SOLD  BY
 LICENSEE.  THE FOREGOING NOTWITHSTANDING,  LICENSOR DOES REPRESENT THAT  THE
 Manapol[R] POWDER DOES MEET THE SPECIFICATIONS OUTLINED ON EXHIBIT A OF  THE
 SUPPLY AGREEMENT AND THAT IT  IS A FOOD SUPPLEMENT  UNDER THE FDA RULES  AND
 REGULATIONS.

   5.3   Liability of  Licensee  for Products.   Licensee  shall  assume  all
 financial and other obligations for the  products made and sold by it  under
 this Agreement and Licensor shall not incur any liability or  responsibility
 to Licensee or to third  parties arising out of  or connected in any  manner
 with Licensee's products  made or sold  pursuant to this  Agreement.  In  no
 event  shall  Licensor  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 products made or sold by  Licensee
 under this Agreement.

   5.4   Indemnity of Licensor.   Licensee  agrees to  defend, indemnify  and
 hold Licensor,  its  officers,  directors, employees  and  agents,  harmless
 against all  claims,  liabilities,  demands,  damages,  expenses  or  losses
 arising out  of or  connected with  (a)  the wrongful  or negligent  use  by
 Licensee of the Mark or (b) any use, sale or other disposition of Licensee's
 products by Licensee or by any other party.

   5.5   Negation of Trademark Warranty.  Licensee acknowledges that Licensor
 makes no warranty, express or implied, with respect to its ownership of  any
 rights relating to the Mark.



                                   Article 6


                             TERM AND TERMINATION
                             --------------------

   6.1   Term.   Unless  terminated  earlier as  provided  for  herein,  this
 Agreement shall remain in  full force and effect  for a one (1)-year  period
 beginning on December 1, 2004 and  ending at midnight on November 30,  2005.
 This Agreement may  be extended or  renewed as provided  in Section 1.2,  or
 otherwise by the written agreement of the parties.

   6.2   Breach of Agreement.  Except as  provided otherwise in Section  6.3,
 if either party breaches any material provision of this Agreement and  fails
 to cure the breach within thirty  (30) days after receipt of written  notice
 from the nonbreaching  party specifying  the breach,  then the  nonbreaching
 party may  terminate this  Agreement upon  written notice  to the  breaching
 party, which right of termination shall be  in addition to, and not in  lieu
 of, all other tights  and remedies the nonbreaching  party may have  against
 the breaching party under this Agreement, at  law or in equity.  Failure  by
 Licensor to give  notice of  termination with  respect to  any such  failure
 shall not be  deemed a waiver  of its  right at a  later date  to give  such
 notice if such  failure continues  or again  occurs, or  if another  failure
 occurs.  A  breach by either  party of a  material provision  of the  Supply
 Agreement shall be deemed a breach by such party of a material provision  of
 this Agreement.

   6.3   Immediate Termination.   Licensor  may  immediately  terminate  this
 Agreement, upon written notice to Licensee,  upon the occurrence of any  one
 or more of  the following events:   (i) Licensee  breaches any provision  of
 Articles 2, 3, or 4; (ii) Licensee fails  to purchase and/or to pay for  the
 quantities of Manapol[R] powder that it is obligated to purchase and pay for
 under the  Supply Agreement  in accordance  with  the terms  thereof;  (iii)
 Licensee voluntarily seeks protection under any federal or state  bankruptcy
 or insolvency laws; (iv) a petition  for bankruptcy or the appointment of  a
 receiver is filed against Licensee and  is not dismissed within thirty  (30)
 days thereafter; (v) Licensee  makes any assignment for  the benefit of  its
 creditors; or (vi) Licensee ceases doing business.

   6.4   Survival of Provisions.  In  the event of termination,  cancellation
 or expiration of this Agreement for any reason, Sections 2.2, 2.3, 5.1, 5.2,
 5.3, 5.4, 5.5 and 7.1 hereof shall survive such termination, cancellation or
 expiration and remain in full force and effect.



                                   Article 7

                                 MISCELLANEOUS
                                 -------------

   7.1   Equitable Relief.   A breach or  default by Licensee  of any of  the
 provisions of Articles  2, 3  and 4 hereof  shall cause  Licensor to  suffer
 irreparable harm and, in such event, Licensor shall be entitled, as a matter
 of right, to a restraining order and other injunctive relief from any  court
 of competent  jurisdiction, restraining  any  further violation  thereof  by
 Licensee, its officers,  agents, servants,  employees and  those persons  in
 active concert or participation with them.  The right to a restraining order
 or other  injunctive relief  shall be  supplemental to  any other  right  or
 remedy Licensor may  have, including,  without limitation,  the recovery  of
 damages for the breach or default of any of the terms of this Agreement.

   7.2   Amendment.  This Agreement may be changed, modified, or amended only
 by an instrument in writing duly executed by each of the parties hereto.

   7.3   Entire Agreement.  This Agreement constitutes the full and  complete
 agreement  of  the  parties  hereto  and   supersedes  any  and  all   prior
 understandings, whether written or oral, with respect to the subject  matter
 hereof.

   7.4   No Waiver.   The  failure  of either  party  to insist  upon  strict
 performance of any obligation hereunder by the other party, irrespective  of
 the length of time for which such  failure continues, shall not be a  waiver
 of its right  to demand  strict compliance  in the  future.   No consent  or
 waiver, express or implied, by either party  to or of any breach or  default
 in the performance  of any  obligation hereunder  by the  other party  shall
 constitute a consent or waiver to or of  any other breach or default in  the
 performance of the same or any other obligation hereunder.

   7.5   Notices.  All  notices required  or permitted  to be  made or  given
 pursuant to this Agreement  shall be in writing  and shall be considered  as
 properly given or made when personally  delivered or when duly deposited  in
 the mails, first class mail, postage prepaid, or when transmitted by prepaid
 telegram, and addressed to the applicable address first above written or  to
 such other address as  the addressee shall have  theretofore specified in  a
 written notice to the notifying party.

   7.6   Assignment.   This Agreement  or any  of the  rights or  obligations
 created herein may be assigned, in whole or in part, by Licensor.   However,
 this Agreement is  personal to Licensee,  and Licensee may  not assign  this
 Agreement or any of its rights,  duties or obligations under this  Agreement
 to any  third  party  without Licensor's  prior  written  consent,  and  any
 attempted assignment by Licensee  not in accordance  with this Sections  7.6
 shall be void.

   7.7   Relationship  of  Parties.    Nothing  contained  herein  shall   be
 construed to create  or constitute  any employment,  agency, partnership  or
 joint venture arrangement by  and between the parties,  and neither of  them
 has the power  or authority,  express or implied,  to obligate  or bind  the
 other in any manner whatsoever.

   7.8   Remedies Cumulative.   Unless otherwise  expressly provided  herein,
 the rights and remedies hereunder are in addition to, and not in  limitation
 of, any other rights and remedies, at law or in equity, and the exercise  of
 one right  or remedy  will not  be deemed  a waiver  of any  other right  or
 remedy.

   7.9   Successors and Assigns.  The provisions  of this Agreement shall  be
 binding upon and inure  to the benefit of  the parties and their  respective
 successors and assigns, provided, however, that  the foregoing shall not  be
 deemed to  expand or  otherwise affect  the  limitations on  assignment  and
 delegation set  forth  in  Section  7.6  hereof,  and  except  as  otherwise
 expressly provided in this Agreement, no other person or business entity  is
 intended to or shall have any right or interest under this Agreement.

   7.10  Governing Law.  This Agreement shall be governed by and interpreted,
 construed and enforced  in accordance with  the laws of  the Sate of  Texas,
 excluding, however,  any  conflicts of  law  rules that  would  require  the
 application of the laws of any other state or country.

   7.11  Headings.  The headings used in  this Agreement are for  convenience
 of reference only and shall not be used to interpret this Agreement.

   7.12  Counterparts.    This   Agreement  may  be   executed  in   multiple
 counterparts, each of  which shall be  deemed an original  and all of  which
 will constitute but one and the same instrument.



   IN WITNESS WHEREOF, the parties have caused this Agreement to be  executed
 by their duly authorized representatives as of the date first above written.



                                    CARALOE, INC.



                                    By:  /s/ Carlton Turner
                                    ----------------------------
                                         Carlton Turner
                                    Its: Chief Executive Officer


                                    MANNATECH, INC.


                                    By   /s/ Terry L. Persinger
                                    ----------------------------
                                         Terry L. Persinger
                                    Its: President

<PAGE>

                                  EXHIBIT A


   Switzerland

   The countries of the European Union as of December 1, 2004

   Singapore

   Malaysia

   Australia

   New Zealand

   The Philippines

   Taiwan

   Hong Kong

   Japan

   South Korea

   Mexico