AGREEMENT AND PLAN OF MERGER

AMONG

MANNATECH, INCORPORATED

(AS THE SURVIVING CORPORATION)

AND

EIGHT POINT SERVICES, INC.,

TRIPLE GOLD BUSINESS, INC.

FIVE SMALL FRY, INC., AND

BETA NUTRIENT TECHNOLOGY, INC.

(AS THE NON-SURVIVING CORPORATIONS)

DATED AS OF JUNE 1, 1997

TABLE OF CONTENTS

PAGE
----

ARTICLE 1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Board and Shareholder Meetings. . . . . . . . . . . . . . 1
1.2 Execution of Articles of Merger . . . . . . . . . . . . . 1
1.3 Effects of the Merger . . . . . . . . . . . . . . . . . . 1

ARTICLE 2 TERMS OF THE TRANSACTION . . . . . . . . . . . . . . . . 2

2.1 Conversion of Shares. . . . . . . . . . . . . . . . . . . 2
2.2 Exchange Procedures . . . . . . . . . . . . . . . . . . . 2
2.3 Distributions with Respect to Unexchanged Shares. . . . . 3
2.4 Dissenting Shareholders . . . . . . . . . . . . . . . . . 3
2.5 Stock Legend. . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE 3 REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS. . . . 4

3.1 Representations, Warranties and Certain Covenants
of Non-Surviving Corporations . . . . . . . . . . . . . . 4
3.1.1 Due Organization and Authority. . . . . . . . . . . 4
3.1.2 Capitalization. . . . . . . . . . . . . . . . . . . 4
3.2 Representations and Warranties of Surviving Corporation . 4
3.2.1 Due Organization and Authority. . . . . . . . . . . 4
3.2.2 Capitalization of Surviving Corporation . . . . . . 5

ARTICLE 4 COVENANTS OF NON-SURVIVING CORPORATIONS. . . . . . . . . 5

4.1 Authorizations. . . . . . . . . . . . . . . . . . . . . . 5
4.2 Operation of Business . . . . . . . . . . . . . . . . . . 5
4.3 Best Efforts. . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE 5 COVENANTS OF SURVIVING CORPORATION . . . . . . . . . . . 5

5.1 Authorizations. . . . . . . . . . . . . . . . . . . . . . 5
5.2 Best Efforts. . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE 6 CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . 6

6.1 Exchange Agreement. . . . . . . . . . . . . . . . . . . . 6
6.2 Conditions to Obligations of Surviving Corporation. . . . 6
6.2.1 Representations, Warranties and Covenants . . . . . 6
6.2.2 No Pending Litigation . . . . . . . . . . . . . . . 6

6.2.3 No Material Adverse Change. . . . . . . . . . . . . 6
6.2.4 Corporate Authorization of Merger . . . . . . . . . 7
6.2.5 Dissenting Shareholders . . . . . . . . . . . . . . 7

6.3 Conditions to Obligations of the Non-Surviving
Corporations. . . . . . . . . . . . . . . . . . . . . . . 7

6.3.1 Representations, Warranties and Covenants . . . . . 7
6.3.2 No Pending Litigation . . . . . . . . . . . . . . . 7
6.3.3 No Material Adverse Change. . . . . . . . . . . . . 7
6.3.4 Corporate Authorization of Merger . . . . . . . . . 7

ARTICLE 7 TERMINATION; SURVIVAL; WAIVER AND AMENDMENT . . . . . . 8

7.1 Termination . . . . . . . . . . . . . . . . . . . . . . . 8
7.2 Effect of Termination . . . . . . . . . . . . . . . . . . 8
7.3 Waiver and Amendment. . . . . . . . . . . . . . . . . . . 8

ARTICLE 8 OTHER PROVISIONS . . . . . . . . . . . . . . . . . . . . 9

8.1 Expenses. . . . . . . . . . . . . . . . . . . . . . . . . 9
8.2 Entire Agreement. . . . . . . . . . . . . . . . . . . . . 9
8.3 Descriptive Headings. . . . . . . . . . . . . . . . . . . 9
8.4 Notices . . . . . . . . . . . . . . . . . . . . . . . . . 9
8.5 Counterparts. . . . . . . . . . . . . . . . . . . . . . . 10
8.6 Assignment. . . . . . . . . . . . . . . . . . . . . . . . 10
8.7 Further Assurances. . . . . . . . . . . . . . . . . . . . 10

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this "Agreement"), dated as of June 1,
1997 (the "Execution Date"), is among Eight Point Services, Inc., a Texas
corporation, Triple Gold Business, Inc., a Texas corporation, Five Small Fry,
Inc., a Texas corporation, and Beta Nutrient Technology, Inc., a Texas
corporation (collectively, the "Non-Surviving Corporations"), and Mannatech,
Incorporated, a Texas corporation (the "Surviving Corporation"). The Surviving
Corporation and the Non-Surviving Corporations may hereafter be collectively
referred to as the "Constituent Corporations."

WITNESSETH:

WHEREAS, the Constituent Corporations deem it advisable to merge the
Non-Surviving Corporations into the Surviving Corporation (the "Merger")
pursuant to this Agreement, the Articles of Merger (as defined below) to be
executed by the Constituent Corporations, and the Texas Business Corporation Act
(the "Act");

NOW THEREFORE, in consideration of the mutual benefits to be derived from
this Agreement and the representations, warranties, conditions and agreements
hereinafter contained, the Constituent Corporations hereby adopt this Agreement
and agree as follows:

ARTICLE 1

GENERAL

1.1 BOARD AND SHAREHOLDER MEETINGS. As soon as practical after the
Execution Date, this Agreement and the transactions contemplated herein shall be
submitted for approval by Board of Directors and the shareholders of each of the
Constituent Corporations.

1.2 EXECUTION OF ARTICLES OF MERGER. Subject to the provisions of this
Agreement, Articles of Merger to effectuate the terms of this Agreement
("Articles of Merger") shall be executed by the appropriate officers of each of
the Constituent Corporations and thereafter delivered to the Secretary of State
of the State of Texas for filing. The Merger shall become effective upon the
acceptance for filing of the Articles of Merger by the Secretary of State of the
State of Texas, or on such later effective date and time as may be specified in
the Articles of Merger (the "Effective Time"). At the Effective Time (i) the
separate existence of the Non-Surviving Corporations shall cease and the
Non-Surviving Corporations shall be merged with and into the Surviving
Corporation, (ii) the Articles of Incorporation and Bylaws of the Surviving
Corporation as in effect immediately prior to the Effective Time shall
constitute the Articles of Incorporation and Bylaws of the Surviving
Corporation, and (iii) the officers and directors of the Surviving Corporation
at the Effective Time shall continue as the officers and directors of the
Surviving Corporation.

1.3 EFFECTS OF THE MERGER. At and after the Effective Time, the Surviving
Corporation shall possess all the rights, privileges, powers and franchises of a
public as well as a private

nature, and be subject to all the restrictions, disabilities and duties of each
of the Constituent Corporations; and all rights, privileges, powers and
franchises of each of the Constituent Corporations, and all property, real,
personal and mixed, and all debts due to any of the Constituent Corporations on
whatever account, as well as all other things in action or belonging to each of
the Constituent Corporations, shall be vested in the Surviving Corporation; and
all property, rights, privileges, powers and franchises, and all and every other
interest shall be thereafter as effectually the property of the Surviving
Corporation as they were of the respective Constituent Corporations, and the
title to any real estate vested by deed or otherwise in any of the Constituent
Corporations shall not revert or be in any way impaired; but all rights of
creditors and all liens upon any property of any of the respective Constituent
Corporations shall be preserved unimpaired, and all debts, liabilities and
duties of the Constituent Corporations shall thence forth attach to the
Surviving Corporation, and may be enforced against it to the same extent as if
said debts and liabilities had been incurred by it.

ARTICLE 2

TERMS OF THE TRANSACTION

2.1 CONVERSION OF SHARES. At the Effective Time, each issued and
outstanding share of common stock of the Non-Surviving Corporations, excluding
any treasury shares and shares owned by persons who properly exercise their
right to dissent under the Texas Business Corporation Act, shall, IPSO FACTO and
without any action on the part of the holder thereof, be cancelled and be
converted into the right to receive the following number of fully paid and
nonassessable share of Common Stock of the Surviving Corporation, par value
$0.01 per share:

Number of Mannatech Shares Total Number of Mannatech
To Be Received For Each Shares To Be Received For
Outstanding Share of Non- All Outstanding Shares of
Non-Surviving Corporation Non-Surviving Corporation Stock
------------------------- -------------------------------

Eight Point Services, Inc. 0.010932 109.32
Triple Gold Business, Inc. 0.009074 90.74
Five Small Fry, Inc. 0.001858 18.58
Beta Nutrient Technology, Inc. 0.009068 90.68

Each share of Common Stock of the Surviving Corporation which shall be issued
and outstanding prior to the Effective Time shall remain outstanding.

2.2 EXCHANGE PROCEDURES. Following the Effective Time, each holder of an
outstanding certificate or certificates theretofore representing Common Stock of
a Non-Surviving Corporation (a "Certificate") shall, upon surrender of such
Certificate or Certificates to the Surviving Corporation, be entitled to receive
in exchange there for a certificate representing that number of whole shares of
the Common Stock of the Surviving Corporation which such holder has the right to
receive pursuant to the provisions of this Article 2, and the Certificate or
Certificates so surrendered shall forthwith be cancelled. Until surrendered as
contemplated by

this Section 2.2, each Certificate shall be deemed at any time after the
Effective Time to represent only the right to receive upon such surrender the
certificate representing shares of Common Stock of the Surviving Corporation as
contemplated by this Article 2.

2.3 DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES. No dividends or
other distributions declared or made after the Effective Time with respect to
Common Stock of the Surviving Corporation with a record date after the Effective
Time shall be paid to the holder of any unsurrendered Certificate with respect
to the shares of Common Stock of the Surviving Corporation represented thereby
until the holder of record of such Certificate shall surrender such Certificate
to the Surviving Corporation.

2.4 DISSENTING SHAREHOLDERS. Each share of Common Stock of a
Non-Surviving Corporation issued and outstanding immediately prior to the
Effective Time, the holder of which has made written demand for the payment of
the fair market value of his shares as provided for in Article 5.12A(1) of the
Act, is herein called a "Dissenting Share." Dissenting Shares owned by each
holder thereof who has not exchanged his Certificates pursuant to Section 2.2
hereof or otherwise has not effectively withdrawn or lost his dissenter's
rights, shall not be converted into or represent the right to receive Common
Stock of the Surviving Corporation pursuant to Section 2.2 hereof and shall be
entitled only to such rights as are available to such holder pursuant to the
Act. If any holder of Dissenting Shares shall effectively withdraw or lose his
dissenter's rights under the Act, such Dissenting Shares shall be converted into
the right to receive shares of Common Stock of the Surviving Corporation in
accordance with the provisions of Section 2.2 hereof. Each Non-Surviving
Corporation shall give the Surviving Corporation (i) prompt notice of any
demands received from dissenting shareholders for payment for their shares of
Common Stock of a Non-Surviving Corporation and (ii) the opportunity to
participate in all negotiations and proceedings with respect to any such
demands. No Non-Surviving Corporation shall, without the prior written consent
of the Surviving Corporation, voluntarily make any payment with respect to, or
settle or offer to settle, any such demand for payment.

2.5 STOCK LEGEND. Certificates representing shares of Common Stock of the
Surviving Corporation issued to shareholders of the Non-Surviving Corporations
shall bear the following legend:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAW,
AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR PLEDGED UNLESS A
REGISTRATION STATEMENT COVERING SUCH SHARES IS IN EFFECT OR THE CORPORATION
HAS RECEIVED ADEQUATE ASSURANCES, ACCEPTABLE TO THE CORPORATION, THAT AN
EXEMPTION FROM REGISTRATION EXISTS."

ARTICLE 3

REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS

3.1 REPRESENTATIONS, WARRANTIES AND CERTAIN COVENANTS OF NON-SURVIVING
CORPORATIONS. Each of the Non-Surviving Corporations severally represents and
warrants to and covenants with the Surviving Corporation that:

3.1.1 DUE ORGANIZATION AND AUTHORITY. It is a corporation duly
organized and validly existing under the laws of the State of Texas. Subject to
the requisite approval of its Board of Directors and shareholders, it has all
necessary power and is duly authorized to execute, deliver and perform its
obligations under this Agreement. The execution and delivery of this Agreement
does not, and subject to the approval of this Agreement by its Board of
Directors and shareholders, the consummation of the Merger and the transactions
contemplated herein will not, violate any provisions of its Articles of
Incorporation or Bylaws.

3.1.2 CAPITALIZATION. Its authorized capital stock and the number
of its shares which are issued and outstanding are as follows:

AUTHORIZED SHARES ISSUED AND
NON-SURVIVING CORPORATION OF COMMON STOCK OUTSTANDING
------------------------ ------------------ -----------

Eight Point Services, Inc. 1,000,000 10,000

Triple Gold Business, Inc. 1,000,000 10,000

Five Small Fry, Inc. 1,000,000 10,000

Beta Nutrient Technologies, Inc. 1,000,000 10,000

All of its issued and outstanding shares are validly issued, fully paid and
nonassessable. As of the Effective Time, there will be no voting trusts, voting
agreements or similar arrangements or understanding affecting any such shares.
There are no existing options, warrants, calls, subscription rights, or other
rights (including conversion rights) to acquire any' shares of its capital stock
or any agreements calling for the issuance of any such shares.

3.2 REPRESENTATIONS AND WARRANTIES OF SURVIVING CORPORATION. The
Surviving Corporation represents and warrants to the Non-Surviving Corporations
that:

3.2.1 DUE ORGANIZATION AND AUTHORITY. The Surviving Corporation
is a corporation duly organized and validly existing and in good standing under
the laws of the State of Texas. Subject to the requisite approval of its Board
of Directors and shareholders, it has all necessary power and is duly authorized
to execute, deliver and perform its obligations under this Agreement. The
execution and delivery of this Agreement does not, and subject to the approval
of this Agreement by its Board of Directors and shareholders, the consummation
of the merger

and the transactions contemplated herein will not, violate any provisions of its
Articles of Incorporation or Bylaws.

3.2.2 CAPITALIZATION OF SURVIVING CORPORATION. The authorized
capital stock of the Surviving Corporation consists of 10,000,000 shares of
Common Voting Stock, of which 10,000 shares are issued and outstanding. Except
for options which have been granted to present or former employees of the
Surviving Corporation to purchase shares of the Common Stock of the Surviving
Corporation, there are no existing options, warrants, calls, subscription
rights, or other rights (including conversion rights) to acquire any shares of
capital stock of the Surviving Corporation or any agreements calling for the
issuance of any such shares.

ARTICLE 4

COVENANTS OF NON-SURVIVING CORPORATIONS

4.1 AUTHORIZATIONS. Each of the Non-Surviving Corporations will take all
steps necessary to cause this Agreement and the transactions and other actions
contemplated herein to be submitted for the approval of its Board of Directors
and shareholders in accordance with Section 1.1 of this Agreement.

4.2 OPERATION OF BUSINESS. Each of the Non-Surviving Corporations agree
that from the date hereof through the Effective Time, except to the extent that
the Surviving Corporation shall otherwise consent in writing, each of the
Non-Surviving Corporations will operate its business substantially as presently
operated and only in the ordinary course of business or as appropriate to
consummate the Merger.

4.3 BEST EFFORTS. Each of the Non-Surviving Corporations shall use its
best efforts to cause the Effective Time of the Merger to occur at the earliest
practicable time.

ARTICLE 5

COVENANTS OF SURVIVING CORPORATION

5.1 AUTHORIZATIONS. The Surviving Corporation will take all steps
necessary to cause this Agreement and the transactions and other actions
contemplated herein to be submitted for the approval of its Board of Directors
and shareholders in accordance with Section 1.1 of this Agreement.

5.2 BEST EFFORTS. The Surviving Corporation shall use its best efforts to
cause the Effective Time of the Merger to occur at the earliest practicable
time.

ARTICLE 6

CONDITIONS

6.1 EXCHANGE AGREEMENT. Three of the Non-Surviving Corporations are
corporate general partners of Texas limited partnerships (collectively, the
"Partnerships"), as follows:

NON-SURVIVING CORPORATION PARTNERSHIP
------------------------- -----------

Triple Gold Business, Inc. Power Three Partners, Ltd.

Five Small Fry, Inc. Eleven Point Partners, Ltd.

Beta Nutrient Technology, Inc. Beta M. Partners, Ltd.

Pursuant to the terms of an Exchange Agreement dated June 1, 1997 (the "Exchange
Agreement"), each of the limited partners of the Partnerships has agreed to
contribute his respective limited partnership interest in each of the
Partnerships to the Surviving Corporation in exchange for an agreed-upon number
of shares of the Common Stock of the Surviving Corporation. In addition to the
conditions set forth in Sections 6.2 and 6.3 below, the obligation of each
Constituent Corporation to perform this Agreement is subject to the condition
that the transactions contemplated by the Exchange Agreement shall have been
consummated effective as of the Effective Time.

6.2 CONDITIONS TO OBLIGATIONS OF SURVIVING CORPORATION. The obligation of
the Surviving Corporation to perform this Agreement is subject to the
satisfaction of each and every of the following conditions unless waived in
writing by the Surviving Corporation.

6.2.1 REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations
and warranties of the Non-Surviving Corporations set forth in Section 3.1 hereof
shall be true and correct in all material respects as of the date of this
Agreement and at all times prior to the Effective Time, except as otherwise
contemplated by this Agreement; and each of the Non-Surviving Corporations shall
have performed and complied in all material respects with all of the agreements,
obligations and covenants required to be performed by it here under.

6.2.2 NO PENDING LITIGATION. No suit, action or other
proceeding will be pending or (to the knowledge of any party hereto)
threatened before any court or governmental agency seeking to restrain,
prohibit or obtain damages or other relief in connection with this Agreement
or the consummation of the transactions contemplated hereby.

6.2.3 NO MATERIAL ADVERSE CHANGE. There shall have been no
material adverse change in the financial condition of any of the Non-Surviving
Corporations since the date of this Agreement, and there shall not exist any
material liability or obligation of any of the Non-Surviving Corporations of any
kind whatsoever, whether accrued or unaccrued, direct or indirect,

absolute or contingent, asserted or unasserted, except liabilities incurred in
the ordinary course of business and consistent with past practice.

6.2.4 CORPORATE AUTHORIZATION OF MERGER. All action necessary to
authorize the execution, delivery and performance of this Agreement by each of
the Constituent Corporations shall have been duly and validly taken by the Board
of Directors and shareholders of each of the Constituent Corporations, and each
of the Constituent Corporations shall have full power and right to merge on the
terms provided herein.

6.2.5 DISSENTING SHAREHOLDERS. No holders of the outstanding
shares of Common Stock of any of the Non-Surviving Corporations shall have made
written demand for the payment of the fair market value of their shares as
provided for in Article 5.12A(1) of the Act.

6.3 CONDITIONS TO OBLIGATIONS OF THE NON-SURVIVING CORPORATIONS. The
obligation of the Non-Surviving Corporations to perform this Agreement is
subject to the satisfaction of the following conditions, unless waived in
writing by each of the Non-Surviving Corporations:

6.3.1 REPRESENTATIONS, WARRANTIES AND COVENANTS. The
representations and warranties of the Surviving Corporation set forth in Section
3.2 hereof shall be true and correct in all material respects as of the date of
this Agreement and at all times prior to the Effective Time, except as otherwise
contemplated by this Agreement; and the Surviving Corporation shall have
performed and complied in all material respects with all of the agreements,
obligations and covenants required to be performed by it hereunder.

6.3.2 NO PENDING LITIGATION. No suit, action or other proceeding
will be pending or (to the knowledge of any party hereto) threatened before any
court or governmental agency seeking to restrain, prohibit or obtain damages or
other relief in connection with this Agreement or the consummation of the
transactions contemplated hereby.

6.3.3 NO MATERIAL ADVERSE CHANCE. There shall have been no
material adverse change in the financial condition or prospects of the Surviving
Corporation.

6.3.4 CORPORATE AUTHORIZATION OF MERGER. All action necessary to
authorize the execution, delivery and performance of this Agreement by each of
the Constituent Corporations shall have been duly and validly taken by the Board
of Directors and the shareholders of each of the Constituent Corporations, and
each of the Constituent Corporations shall have full power and right to merge on
the terms provided herein.

ARTICLE 7

TERMINATION; SURVIVAL; WAIVER AND AMENDMENT

7.1 TERMINATION. This Agreement may be terminated at any time prior to the
Effective Time of the Merger:

(a) By any Constituent Corporation in its sole and absolute
discretion (which termination shall not be a breach of this
Agreement) if the Effective Time has not occurred within ninety
(90) days after the date of this Agreement; PROVIDED, HOWEVER,
that no party may exercise a right of termination pursuant to
this Section 7.1(a) if an event preventing the Effective Time
from occurring shall be due to the willful failure of the party
seeking to terminate this Agreement to perform or observe in any
material respect any of the covenants or agreements set forth
herein to be performed or observed by such party.

(b) By the mutual consent of all the Constituent Corporations; or

(c) By the Surviving Corporation if events occur which render
impossible compliance with one or more of the conditions set
forth in Section 6.1 or 6.2 hereof and the satisfaction of such
condition or conditions is not waived by the Surviving
Corporation; or (ii) by any of the Non-Surviving Corporations if
events occur which render impossible compliance with one or more
of the conditions set forth in Section 6.1 or 6.3 hereof and the
satisfaction of such condition or conditions is not waived by
each of the Non-Surviving Corporations.

7.2 EFFECT OF TERMINATION. In the event of the termination of this
Agreement and the abandonment of the Merger without breach by any party hereto,
this Agreement shall become void and have no effect, without any liability on
the part of any party or its directors, officers or shareholders. Nothing
contained in this Section 7.2 shall relieve any party hereto of any liability
for a breach of this Agreement.

7.3 WAIVER AND AMENDMENT. Any term or provision of this Agreement may be
waived at any time by the party which is, or whose shareholders are, entitled to
the benefits thereof, and this agreement may be amended or supplemented at any
time, whether before or after the directors and shareholders actions referred to
in Section 1.1 hereof, by a written agreement executed by each of the
Constituent Corporations.

ARTICLE 8

OTHER PROVISIONS

8.1 EXPENSES. The Surviving Corporation shall pay all legal, accounting
and other expenses incurred by any Constituent Corporation in connection with
the negotiation, preparation, execution and performance of this Agreement and
the transactions contemplated herein.

8.2 ENTIRE AGREEMENT. This Agreement contains the entire agreement among
the parties with respect to the Merger and supersedes all prior arrangements or
understandings with respect thereto. The parties hereto have made no
representations, warranties or covenants other than those contained in this
Agreement.

8.3 DESCRIPTIVE HEADING. Descriptive headings contained herein are for
convenience only and shall not control or affect the meaning or construction of
any provision of this Agreement.

8.4 NOTICES. All notices, consents or other communications which are
required or permitted hereunder shall be in writing and sufficient if delivered
in person, by prepaid telex, telegram or telecopy, or by United States
registered or certified mail, postage prepaid, addressed as follows:

IF TO ANY NON-SURVIVING CORPORATION:

Xx. Xxxx X. Xxxxxx
000 X. Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000

WITH A COPY TO:

Xx. Xxxxx X. Xxxxx, Xx.
Xxxxxxxx & Xxxxxxxxx, P.C.
One Alamo Center
000 X. Xx. Xxxx'x, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000

IF TO THE SURVIVING CORPORATION:

Mannatech, Incorporated
000 X. Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Attention: President

WITH A COPY TO:

Xx. Xxxxxx Xxxxxx
000 X. Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000

8.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one and the
same Agreement.

8.6 ASSIGNMENT. No party hereto shall assign this Agreement or any part
hereof without the prior written consent of the other parties. Except as
otherwise provided herein, this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.

8.7 FURTHER ASSURANCES. Each of the Constituent Corporations shall
execute and deliver or cause to be executed and delivered to one another (or to
applicable third parties) such further instruments, documents, certificates,
consents, filings, recordings and conveyances, and shall take such other action
as may be reasonably required to more effectively carry out the terms and
provisions of this Agreement and the transactions contemplated hereby.

IN WITNESS WHEREOF, each of the parties here to has caused this Agreement
to be executed as of the day and year first above written.

SURVIVING CORPORATION

Mannatech, Incorporated

By: /s/ Xxxxxx X. Xxxxxx
----------------------------------
Xxxxxx X. Xxxxxx, President

NON-SURVIVING CORPORATION

Eight Point Services, Inc.

By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxx, President

Triple Gold Business, Inc.

By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxx, President

Five Small Fry, Inc.

By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxx, President

Beta Nutrient Technology, Inc.

By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxx, President

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AGREEMENT AND PLAN OF MERGER

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