EXCHANGE AGREEMENT
This Exchange Agreement is entered into by and among, ▇▇▇▇ ▇▇▇▇▇▇
("▇▇▇▇▇▇"), ▇▇▇▇▇▇▇ ▇▇▇▇ ("▇▇▇▇"), ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Caster") ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
("▇. ▇▇▇▇▇▇▇▇") and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇") [collectively, the "Makers",
singularly, the "Maker"] and Mannatech, Incorporated ("Mannatech"), on this the
31st day of August, 1997
RECITALS
1. Mannatech from time-to-time advanced to and on behalf of Agritech
Labs, Inc. and Agritech, Incorporated, (collectively referred to herein as
"Agritech") the total sum of $918,148.06, which Mannatech carries on its books
as an account receivable ("Obligation").
2. The Makers are shareholders of both Mannatech and Agritech.
3. At this time, Mannatech has expressed doubts as to the
creditworthiness and collectibility of the Obligation.
4. Accordingly, the Makers have agreed to assume the Obligation by
apportioning the same among them, personally, with each evidencing the amount
of the Obligation assumed by the execution and delivery of Promissory Note
("Note"), in the singular, "Notes" in the plural) upon which such Maker is
personally liable. Such will have the effect of removing the account
receivable of Mannatech from the books of Mannatech, and replacing the same
with various notes receivable of the various Makers. Mannatech agrees to
this assumption of the Obligation by the Makers.
5. The parties wish to make a written memorial of their various
agreements.
AGREEMENTS
1. Each Maker shall execute and deliver a Note to Mannatech, bearing
the following terms and conditions, and in the amount, as to each Maker as is
set forth beside his name below:
a. Interest Rate: 6% per annum from the date of the Note.
b. Repayment Terms: On or before that date upon which good funds
are received by each Maker on account of stock that he owns being sold in the
Initial Public Offering of Mannatech, Incorporated or December 31, 1998,
whichever shall first occur. Interest on the unpaid balance of each Note
shall be due monthly,
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and may be deducted automatically from any amounts due any subject Maker by
Mannatech, if and only if, the Note of such subject Maker is in default. No
interest shall be charged in respect of the principal balance of the Notes.
c. Application of Payments and Prepayments: The Notes or any of
them may be prepaid in whole or in part at any time.
d. Interest After Maturity and Collection: Interest after
maturity shall accrue at the highest lawful rate permitted under applicable
Texas law, which shall govern the Note, generally. In the event that any Note
is placed in the hands of an attorney for collection, reasonable attorney's
fees may additionally be collected from the subject Maker. Any attempt to
enforce any rights under this Agreement or any of the Notes shall, by the
agreement of the parties, occur in a venue situs or judicial district
appropriate to Dallas County, Texas.
e. Form of Note: The form of the promissory note to be used as to
each Maker is set forth on Exhibit "B" hereto.
f. Amount of Each Note: The Amount of each Note, as to the
subject Maker is as follows:
▇▇▇▇▇▇: $ 45,907.40
▇▇▇▇: $ 45,907.40
Caster: $275,444.42
▇. ▇▇▇▇▇▇▇▇ $275,444.42
▇. ▇▇▇▇▇▇▇▇ $275,444.42
2. Thin Agreement represents the entire agreement among the parties
regarding the Obligation and the various Notes, save and except for the Notes
themselves. To the extent that any provision of this Agreement would
contravene with any provision of any of the Notes, the language of the Notes
shall govern the parties. THE NOTES ARE NOT SUBJECT TO THIS AGREEMENT, AND
ARE CONSEQUENTLY FULLY NEGOTIABLE.
This Agreement is entered into effective as of the _______ day of
____________, 1997.
Mannatech, Inc.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Chief Operating Officer
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