SEC Filing | Mannatech

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1998

FILE NO. 333-63133
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MANNATECH, INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)

TEXAS 2833 75-2508900
(State or other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)

600 S. ROYAL LANE, SUITE 200
COPPELL, TEXAS 75019
(972) 471-7400
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

CHARLES E. FIORETTI
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
MANNATECH, INCORPORATED
600 S. ROYAL LANE, SUITE 200
COPPELL, TEXAS 75019
(972) 471-7400

(Name, and address, including zip code, and telephone number,
including area code, of agent for service)
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COPY TO:
J. KENNETH MENGES, JR., P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific, Suite 4100
Dallas, Texas 75201
(214) 969-2800
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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A MINIMUM OF 2,500,000 SHARES
AND
A MAXIMUM OF 5,295,015 SHARES

[LOGO]

COMMON STOCK
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A minimum of 2,500,000 shares and a maximum of 5,295,015 shares at the price
of $8 per share are being offered by Mannatech, Incorporated ("the Company") and
certain selling shareholders (the "Selling Shareholders"). Of the minimum of
2,500,000 shares, 1,500,000 are being offered by the Company and 1,000,000 are
being offered by the Selling Shareholders. The next 1,055,000 shares to be sold
are being offered by certain of the Selling Shareholders. Sales of an amount of
shares in excess of 3,555,000 up to 4,955,000 will be divided equally between
the Company and the Selling Shareholders and sales in excess of 4,955,000 up to
the maximum of 5,295,015 will be made by the Selling Shareholders. All sales by
the Selling Shareholders will be divided ratably among the Selling Shareholders.
During the period the offering is open, each subscriber may subscribe for a
minimum of 100 shares.

The offering will continue until January 15, 1999, unless terminated by the
Company prior thereto, and at the option of the Company, may be extended through
February 12, 1999 (as extended, the "Termination Date"), at the election of the
Company. All subscription proceeds for the minimum amount to be sold will be
deposited in an escrow account at Bank One, Kentucky, NA (the "Escrow Agent"),
subject to a closing (the "Initial Closing") on such escrowed funds once the
Company has accepted subscriptions for at least 2,500,000 shares. After the
Initial Closing, if all shares offered hereby are not sold at such time, the
Company may accept subscriptions at any time or from time to time during the
offering and subscription proceeds shall be deposited by J.J.B. Hilliard, W.L.
Lyons, Inc. (the "Placement Agent") in a segregated account, subject to
subsequent closings from time to time as determined by the Company. Escrowed
funds will be promptly returned to subscribers, without interest or deduction,
if the minimum subscriptions are not received by the Termination Date. No shares
of Common Stock will be issued until subscription proceeds are released to the
Company or the Selling Shareholders. See "Plan of Distribution."

Prior to this offering, there has been no public market for the Common Stock
of the Company. See "Plan of Distribution" for a discussion of the factors
considered in determining the initial public offering price. The Common Stock
has been approved, subject to the fulfillment of certain conditions, for
quotation and trading on the Nasdaq National Market under the symbol "MTEX."

SEE "RISK FACTORS" COMMENCING ON PAGE 7 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PRICE FEES TO NUMBER OF PROCEEDS PROCEEDS
TO PLACEMENT SHARES TO TO SELLING
PUBLIC AGENT (1) OFFERED COMPANY (2) SHAREHOLDERS(2)

Per Share........... $8.00 $0.32 1 $7.68 $7.68
Total Minimum....... $20,000,000 $800,000 2,500,000 $11,520,000 $7,680,000
Total Maximum....... $42,360,120 $1,694,405 5,295,015 $16,896,000 $23,769,715

(1) The Company and the Selling Shareholders have agreed to pay the Placement
Agent a 4% fee for each share sold. This fee will be deducted from the
proceeds due to the Company or the Selling Shareholders, as appropriate.

(2) Before deducting expenses payable by the Company estimated at $460,000.
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The date of this Prospectus is November 25, 1998.

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION AND THE FINANCIAL STATEMENTS AND NOTES THERETO APPEARING ELSEWHERE
IN THIS PROSPECTUS. INVESTORS SHOULD CAREFULLY CONSIDER THE RISK FACTORS RELATED
TO THE PURCHASE OF COMMON STOCK OF THE COMPANY. UNLESS OTHERWISE INDICATED, ALL
INFORMATION IN THIS PROSPECTUS REFLECTS A 1,000-FOR-1 SPLIT OF THE COMPANY'S
OUTSTANDING COMMON STOCK EFFECTED IN 1997 (THE "STOCK SPLIT"). SEE "RISK
FACTORS."

THE COMPANY

Mannatech develops and sells proprietary nutritional supplements and topical
products through a network marketing system. The Company sells its products in
the United States and Canada through a network consisting of approximately
226,000 active Associates (an "active" Associate has purchased products from the
Company within the last 12 months) as of September 30, 1998, and has begun to
expand into Australia, while continuing to assess the potential of other foreign
markets. Since commencing operations in November 1993, the Company's sales have
grown from approximately $8.4 million in 1994 to approximately $150.6 million in
1997.

The Company pursues a two-fold business strategy: (i) to develop a
proprietary line of nutritional supplements having both health benefits and mass
appeal to a general population demanding non-toxic healthcare alternatives and
(ii) to provide an appealing framework for persons interested in the products to
establish a direct sales business. To date, the Company has focused its
development efforts primarily in the area of carbohydrate technology, creating a
proprietary ingredient, Ambrotose-Registered Trademark- Complex, which combines
the naturally occurring sugars required to support optimal cell-to-cell
communication. Additional Company efforts have been focused on developing
products based on scientific advances in the emerging field of phytochemistry,
which has identified certain naturally occurring components of various plants,
known as "phytochemicals," which, while not essential to sustain life, are
fundamental to optimal health.

Ambrotose-Registered Trademark- Complex is the cornerstone of the Company's
product lines. These products are designed to support various systems and
functions of the human body, including (i) the cell-to-cell communication
system, (ii) the immune system, (iii) the endocrine system, (iv) the intestinal
system and (v) the dermal system. The Company also markets products designed to
aid in sports performance and nutritional support. The Company's products,
Man-Aloe-Registered Trademark-, Ambrotose-Registered Trademark- and Bulk
Ambrotose-Registered Trademark-, are designed to support cell-to-cell
communication. For immune system support, the Company offers
Phyt-Aloe-Registered Trademark-, for adults, and Phyto-Bears-Registered
Trademark-, a chewable gummi-bear nutritional supplement product marketed to
children but popular with adults. Other products include MVP-TM- and Plus for
endocrine system support, MannaCleanse-TM- for intestinal system support and
Emprizone-Registered Trademark-, Firm and Naturalizer for dermal care. The
Company offers several products designed to aid sports performance by enhancing
the body's natural recovery process and supporting lean tissue development,
including Em-Pact-TM-, Bulk Em-Pact-TM- and Sport with Ambrotose-Registered
Trademark-. The Company also markets Profile 1, Profile 2 and Profile 3, which
support the body's nutritional needs.

In March 1998, the Company introduced MannaBAR-TM-, a nutritional supplement
bar in two versions that contain the equivalent of the Company's recommended
minimum daily supply of Ambrotose-Registered Trademark-Complex,
Phyt-Aloe-Registered Trademark- and Plus. In September 1998 the Company
introduced Manna-C-TM-, a nutritional support for nasal and sinus health
containing Ambrotose-Registered Trademark- Complex, monosaccharides necessary to
the manufacture of glycoproteins and an herbal blend of Vitamin C and other
nutrients which support cell functions and, in October 1998, introduced
Ambrostart-TM-, a nutritional support fiberdrink containing Ambrotose-Registered
Trademark- Complex, and Bulk Phyt-Aloe-TM-. In addition to MannaBAR-TM- and
Manna-C-TM-, the Company plans to release additional products as new nutritional
compounds or areas of consumer demand are identified by the Company. All new
products are expected to contain proprietary components.

The Company's products are marketed exclusively through a network marketing
system. The Company believes that its network marketing system is well-suited to
its products, which emphasize health and nutrition, because network marketing
allows in-person product education not available through traditional marketing
techniques. The Company's network marketing system appeals to a broad cross-
section of people, particularly those seeking to supplement family income, start
a home-based business or pursue employment opportunities other than
conventional, full-time employment.

In 1997, the Company made a substantial investment in infrastructure,
including investments in its new headquarters building, new distribution center,
information technology systems and new research and development laboratory. The
Company believes it will be able to continue its sustained and profitable growth
by capitalizing on its operating strengths, including its (i) proprietary
product offerings, (ii) superior research and development capability, (iii)
strong Associate support philosophy, (iv) flexible operating strategy and (v)
experienced management team.

Prior to June 1, 1997, certain of the Company's intellectual property rights
and marketing rights were held by limited partnerships controlled by certain of
the Company's shareholders. On June 1, 1997, in order to simplify the Company's
ownership structure and consolidate all operating activities, the Company
entered into agreements to effect a reorganization through merging with the
corporate general partners of the limited partnerships in which the Company was
the surviving corporation and exchanging shares of Common Stock for the entire
ownership interests of the limited partnerships (the "Reorganization"). Pursuant
to the Reorganization, the Company issued an aggregate of 10,000,000 shares of
Common Stock to the holders of the general partnership and the limited
partnership interests. In addition, during May and June 1997 the Company issued
2,027,571 shares of Common Stock in consideration for the cancellation of
incentive compensation agreements with two shareholder-employees and four other
employees of the Company, including 626,971 shares issued to cancel incentive
compensation agreements that had been provided in lieu of ownership interests in
the limited partnerships. See Note 9 to the Financial Statements. The net effect
of the foregoing transactions was to increase the number of shares of Common
Stock outstanding by 12,027,571, while retaining substantially the same relative
ownership of the Company among the Company's original shareholders. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Certain Transactions-Partnership Transactions" and "-Incentive
Compensation Agreements."

The Company was incorporated in Texas in 1993 under the name Emprise
International, Inc. and changed its name to Mannatech, Incorporated in 1995. The
principal executive offices of the Company are located at 600 S. Royal Lane,
Suite 200, Coppell, Texas 75019, and the Company's telephone number is (972)
471-7400.

THE OFFERING

Common Stock offered:
Minimum...................................................... 2,500,000 shares
Maximum...................................................... 5,295,015 shares
Common Stock to be outstanding after this offering:
Minimum...................................................... 23,618,769(1)
Maximum...................................................... 24,776,753(2)
Use of proceeds................................................ For international expansion, capital
investments, working capital and other general
corporate purposes. See "Use of Proceeds."
Nasdaq National Market Symbol.................................. MTEX

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(1) Includes 17,031 shares of Common Stock which may be sold in this offering
upon exercise of an outstanding warrant (the "Exercised Warrant Shares"),
assuming the sale of the minimum number of shares offered hereby. Does not
include 3,000,000 shares of Common Stock reserved for issuance under the
Company's 1997 Stock Option Plan and 1998 Incentive Stock Option Plan, of
which 2,243,000 shares were subject to outstanding options as of September
30, 1998 at a weighted average exercise price of $3.32 per share, (ii)
100,000 shares of Common Stock reserved for issuance subject to another
option outstanding as of September 30, 1998 at an exercise price of $2.00
per share and (iii) 457,984 shares of Common Stock reserved for issuance
subject to a warrant outstanding as of September 30, 1998 at an exercise
price of $1.35 per share.

(2) Includes 475,015 Exercised Warrant Shares which may be sold in this offering
assuming the sale of the maximum number of shares offered hereby. Does not
include (i) 3,000,000 shares of Common Stock reserved for issuance under the
Company's 1997 Stock Option Plan and 1998 Incentive Stock Option Plan, of
which 2,243,000 shares were subject to outstanding options as of September
30, 1998 at a weighted average exercise price of $3.32 per share and (ii)
100,000 shares of Common Stock reserved for issuance subject to another
option outstanding as of September 30, 1998 at an exercise price of $2.00
per share.

HOW TO PURCHASE SHARES

Included as the final page of this prospectus is a subscription agreement
which must be completed by potential investors in order to purchase the Common
Stock offered hereby. The page containing the subscription agreement is
perforated to enable it to be detached. In order to subscribe to purchase Common
Stock, please detach, complete and execute the subscription agreement, include a
cashier's check made payable to "Mannatech Subscription Account" and return the
executed subscription agreement and payment to the Placement Agent at P.O. Box
70210, Louisville, Kentucky 40270-0210 as soon as possible, but in no event
later than January 15, 1999. The minimum amount that may be subscribed for is
100 shares. There is no maximum. Subscriptions will be given priority based upon
their date of receipt by the Placement Agent. In the event that the minimum
number of 2,500,000 shares is not subscribed, all amounts received by the Escrow
Agent will be returned without interest or deduction. In the event that the
Company terminates this offering after the Initial Closing, all amounts received
by the Placement Agent shall be returned without interest or deduction.

SUMMARY FINANCIAL INFORMATION

UNAUDITED
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NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
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1994(1) 1995 1996 1997 1997 1998
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(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

STATEMENT OF INCOME DATA:
Net sales.................................... $ 8,445 $32,071 $86,311 $150,570 $111,102 $122,853
Cost of sales................................ 1,499 4,880 13,406 24,735 17,866 20,581
Commissions.................................. 3,256 12,339 35,155 61,677 45,460 48,975
----------- ----------- ----------- -------- -------- --------
Gross profit............................. 3,690 14,852 37,750 64,158 47,776 53,297
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Operating expenses:
Selling and administrative expenses........ 2,063 7,012 17,764 27,846 19,940 22,622
Other operating costs...................... 2,115 5,253 11,746 19,402 13,401 15,679
Cancellation of incentive compensation
agreements............................... - - - 2,192(2) 1,821 -
Writeoff of deferred offering costs........ - - - - - 941
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Total operating expenses................. 4,178 12,265 29,510 49,440 35,162 39,242
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Income (loss) from operations................ (488) 2,587 8,240 14,718 12,614 14,055
Other (income) expense, net.................. 22 181 (116) (43) 174 (4)
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Income (loss) before income taxes............ (510) 2,406 8,356 14,761 12,440 14,059
Income tax (benefit) expense................. (168) 67 1,194 4,139 3,507 5,413
----------- ----------- ----------- -------- -------- --------
Net income (loss)............................ $ (342) $ 2,339 $ 7,162 $ 10,622 $ 8,933 $ 8,646
----------- ----------- ----------- -------- -------- --------
----------- ----------- ----------- -------- -------- --------
Earnings (loss) per common share:(3)
Basic...................................... $ (0.02) $ 0.11 $ 0.35 $ 0.50 $ 0.42 $ 0.39
----------- ----------- ----------- -------- -------- --------
----------- ----------- ----------- -------- -------- --------
Diluted.................................... $ (0.02) $ 0.11 $ 0.35 $ 0.47 $ 0..41 $ 0.37
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Weighted average common and common equivalent
shares outstanding:(3)
Basic...................................... 20,627 20,627 20,627 21,449 21,253 22,102
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Diluted.................................... 20,627 20,627 20,627 22,400 21,989 23,674
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PRO FORMA INFORMATION:(4)
Income (loss) before income taxes, as
reported................................... $ (510) $ 2,406 $ 8,356 $ 14,761 $ 12,440
Pro forma provision for income tax (benefit)
expense.................................... (191) 902 3,134 5,683 4,790
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Pro forma net income (loss).................. $ (319) $ 1,504 $ 5,222 $ 9,078 $ 7,650
----------- ----------- ----------- -------- --------
----------- ----------- ----------- -------- --------
PRO FORMA EARNINGS (LOSS) PER COMMON
SHARE:(3)
Basic........................................ $ (0.02) $ 0.07 $ 0.25 $ 0.42 $ 0.36
----------- ----------- ----------- -------- --------
----------- ----------- ----------- -------- --------
Diluted...................................... $ (0.02) $ 0.07 $ 0.25 $ 0.41 $ 0.34
----------- ----------- ----------- -------- --------
----------- ----------- ----------- -------- --------
OTHER FINANCIAL DATA:
Depreciation and amortization................ $ 4 $ 75 $ 414 $ 1,189 $ 486 $ 1,584
Capital expenditures(5)...................... $ 72 $ 769 $ 2,660 $ 9,135 $ 5,501 $ 4,877
Dividends declared per common share.......... $ 1.00(6) $ 1.00(6) $ 10.00(6) $ 0.37 $ 0.19 $ 0.36

SEPTEMBER 30, 1998
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ACTUAL AS ADJUSTED(7) AS ADJUSTED(8)
--------- --------------- ---------------
(IN THOUSANDS)

BALANCE SHEET DATA:
Cash and cash equivalents............................................. $ 1,373 $ 12,456 $ 16,851
Working capital....................................................... (11,329) (247) 5,412
Total assets.......................................................... 26,611 36,194 41,225
Total liabilities..................................................... 24,373 24,373 22,773
Redeemable warrants................................................... 300 289 -
Total shareholders' equity............................................ 1,938 11,532 18,452

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(1) Statement of Income Data for the year ended December 31, 1994 includes the
period from November 4, 1993 (inception) through December 31, 1994. For the
two months of operations ended December 31, 1993, the Company's financial
data consisted of net sales of $0, selling and administrative expenses of
$43,049, other operating costs of $68,683 and a net loss of ($112,733). The
balance sheet reflects a total shareholders' deficit of ($111,733).

(2) In June 1997 and December 1997, the Company recorded one-time charges to
operations for the issuance of stock in exchange for the cancellation of
certain incentive compensation agreements. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and "Certain
Transactions."

(3) Computed on the basis described in Note 1 in the Notes to Financial
Statements.

(4) The pro forma information shows the Company's net income and earnings per
share as if all income earned by the Company and the limited partnerships
was taxable at federal and state statutory rates.

(5) Capital expenditures include assets acquired through capital lease
obligations of $397,402 in 1997 and $1,471,985 for the nine months ended
September 30, 1998.

(6) Dividends were calculated based upon shares outstanding prior to the Stock
Split and the Reorganization (10,000 shares), each of which took place in
1997. Aggregate dividends declared amounted to $10,000, $10,000 and $100,000
in 1994, 1995 and 1996, respectively.

(7) As adjusted to give effect to the sale of 1,500,000 shares of Common Stock
offered by the Company hereby at an assumed initial public offering price of
$8.00 per share and the application of the estimated net proceeds therefrom.
See "Use of Proceeds" and "Capitalization." In addition, as of September 30,
1998, the Company had recorded $1,500,000 of deferred offering costs
relating to this offering. Total assets and shareholders' equity have been
reduced by this amount as well.

(8) As adjusted to give effect to the sale of 2,200,00 shares of Common Stock
offered by the Company hereby at an assumed initial public offering price of
$8.00 per share and the application of the estimated net proceeds therefrom.
See "Use of Proceeds" and "Capitalization." Also reduced for the $1,500,000
in deferred offering costs noted in (7) above.

TRADEMARKS

The tradename Mannatech-TM- and the Company's logo is a Texas trademark of
the Company. Product names used in this Prospectus are, in certain cases,
trademarks and are also the property of the Company, including; Ambrostart-TM-;
Ambrotose-Registered Trademark-; Bulk Ambrotose-Registered Trademark-; Bulk
Phyt-Aloe-TM-; Man-Aloe-Registered Trademark-; Manna-C-TM-; MannaBAR-TM-
(carbohydrate formula); MannaBAR-TM- (protein formula); MVP-TM-
Phyt-Aloe-Registered Trademark-; Phyto-Bears-Registered Trademark-;
MannaCleanse-TM-; and Emprizone-Registered Trademark-. Manapol-Registered
Trademark- is a registered trademark of Carrington Laboratories, Inc. All other
tradenames and trademarks appearing in this Prospectus are the property of their
respective owners.

RISK FACTORS

THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY IN ADDITION TO THE
OTHER INFORMATION IN THIS PROSPECTUS BEFORE PURCHASING THE COMMON STOCK OFFERED
BY THIS PROSPECTUS. EXCEPT FOR THE HISTORICAL INFORMATION CONTAINED HEREIN, THE
DISCUSSION IN THIS PROSPECTUS CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS THAT
INVOLVE RISKS AND UNCERTAINTIES. WHEN USED IN THIS PROSPECTUS, THE WORDS
"BELIEVES," "EXPECTS," "ANTICIPATES," "INTENDS," "ESTIMATES," "SHOULD," "WILL
LIKELY," "PLANS TO" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH
FORWARD-LOOKING STATEMENTS. THE CAUTIONARY STATEMENTS MADE IN THIS PROSPECTUS
SHOULD BE READ AS BEING APPLICABLE TO ALL RELATED FORWARD-LOOKING STATEMENTS
WHEREVER THEY APPEAR IN THIS PROSPECTUS. THE COMPANY'S ACTUAL RESULTS COULD
DIFFER MATERIALLY FROM THOSE DISCUSSED HEREIN. IMPORTANT FACTORS THAT COULD
CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE THOSE DISCUSSED BELOW, AS WELL
AS THOSE DISCUSSED ELSEWHERE HEREIN.

BEST EFFORTS OFFERING; MINIMUM NUMBER OF SHARES TO BE SOLD. The Company is
offering its Common Stock on a "best efforts" basis. There can be no assurance
that all of the 2,200,000 shares of Common Stock offered by the Company hereby
will be sold and that the estimated net proceeds generated from such a sale of
all such Common Stock will actually be received by the Company. If the Company
and the Selling Shareholders are unable to sell at least 2,500,000 shares of the
Common Stock offered hereby, this offering will be cancelled and all monies
collected from subscribers and held in escrow shall be returned to such
subscribers without interest or deduction. Furthermore, if all of the 2,200,000
shares of Common Stock offered by the Company hereby are not sold, the Company
may be unable to fund all the intended uses described herein for the net
proceeds anticipated from this offering without obtaining funds from alternative
sources or using working capital generated by the Company. Alternative sources
of funds may not be available to the Company at a reasonable cost, and the
working capital generated by the Company may not be sufficient to fund any uses
not financed by offering proceeds. See "Use of Proceeds," "Management's
Discussion and Analysis of Financial Condition and Results of
Operations-Liquidity and Capital Resources" and "Plan of Distribution."

RELATIONSHIP OF OFFERING PRICE TO MARKET PRICE. The initial public offering
price of the Common Stock has been arbitrarily determined by the Company and may
not be indicative of the price at which shares of Common Stock will sell after
this offering or its value, in general. In determining the offering price, the
Board of Directors of the Company (the "Board of Directors") considered, among
other things, the Company's earnings, its view of the Company's prospects, the
earnings of comparable publicly traded nutritional supplement companies and the
trading price of the stock of those companies. See "Plan of
Distribution-Determination of Offering Price." The Company makes no
representations as to any objectively reasonable value of the Common Stock.
Since the Company has not retained an underwriter for purposes of this offering,
the offering price has not been subject to evaluation by any third party as
would be the case in an underwritten offering. Prices for the shares of Common
Stock after this offering will be determined in the available market and may be
influenced by many factors, including the depth and liquidity of the market for
the Common Stock, the perception of the Company by other investors, the
nutritional supplement industry as a whole, and general economic and market
conditions.

NO PRIOR MARKET FOR COMMON STOCK; PRICE VOLATILITY. Prior to this offering,
there has been no public market for the Common Stock, and there can be no
assurance that an active trading market will develop subsequent to this offering
or, if developed, that it will be sustained. Upon completion of this offering,
it is expected that the Common Stock will be quoted on the Nasdaq National
Market, which has experienced and is likely to experience in the future
significant price and volume fluctuations which could adversely affect the
market price of the Common Stock without regard to the operating performance of
the Company. Broad market fluctuations, as well as general economic conditions,
in the United States or internationally, may adversely affect the market price
of the Common Stock. In addition, the Company believes that factors such as
quarterly fluctuations in the financial results of the Company, the Company's
earnings, changes in earnings estimates by analysts, financial and business
announcements by the Company or its competitors, the overall economy and the
condition of the financial markets could cause the market price of the Common
Stock to fluctuate substantially. There can be no assurance that the market
price of the Common Stock will not decline below the initial public offering
price. See "Plan of

Distribution" and "Management's Discussion and Analysis of Results of Operations
and Financial Condition."

RISKS ASSOCIATED WITH INTERNATIONAL EXPANSION. An element of the Company's
growth strategy is to initiate the distribution and sale of the Company's
products in international markets. The Company may experience difficulty
entering new international markets due to greater regulatory barriers, the
necessity of adapting to new regulatory systems and problems related to entering
new markets with different cultural bases and political systems. The Company's
planned international operations will be subject to political and economic
uncertainties, including, among others, inflation, risk of renegotiation or
modification of existing agreements or arrangements with governmental
authorities, transportation, tariffs, export control, government regulation,
trademark availability and registration issues, currency exchange rate
fluctuations, foreign exchange restrictions which limit the repatriation of
investments and earnings therefrom, changes in taxation, hostilities or
confiscation of property. Changes related to these matters could have a material
adverse effect on the Company's business, results of operations and financial
condition. No assurance can be given that the Company will be able to
successfully reformulate its product lines in any of the Company's potential new
markets to attract local consumers or to meet regulatory requirements. The
failure to do so would have a material adverse effect on the Company's business,
results of operations and financial condition. See "Business-Growth Strategy."

SHARES ELIGIBLE FOR FUTURE SALE. Sales of a substantial number of shares of
Common Stock in the public market following this offering could adversely affect
the market price for the Common Stock. Upon completion of this offering, there
is expected to be a minimum of 23,618,769 shares and a maximum of 24,776,753
shares of Common Stock outstanding. All of the shares offered hereby will be
freely tradeable without restriction or further registration under the
Securities Act of 1933, as amended (the "Securities Act"), unless purchased by
"affiliates" of the Company, as that term is defined in Rule 144 under the
Securities Act ("Rule 144") described below. The remaining 21,118,769 shares or
19,481,738 shares, respectively, of Common Stock outstanding upon completion of
this offering are "restricted securities," as that term is defined in Rule 144
(the "Restricted Shares"). Of the Restricted Shares, 20,999,602 shares or
19,362,571 shares, respectively, will be eligible for sale in the open market
after the effective date of the Registration Statement, all under and subject to
the restrictions contained in Rule 144 and Rule 701.

Prior to the completion of this offering, the Company intends to enter into
lock-up agreements (the "Lock-up Agreements") with each of the Company's
shareholders and holders of options to purchase Common Stock, with the exception
of the holder of the Exercised Warrant Shares. Pursuant to the Lock-up
Agreements, each such shareholder will agree, subject to certain exceptions, not
to sell or otherwise dispose of any of its shares of Common Stock until 180 days
after the completion of this offering (the "Lock-up Expiration Date").

Under the Company's 1997 Stock Option Plan (the "1997 Stock Option Plan"),
as of September 30, 1998 options to purchase 2,000,000 shares of Common Stock
were outstanding, 1,600,000 of which will become exercisable 90 days after the
completion of this offering and 400,000 of which will be exercisable on July 31,
1999, assuming completion of this offering. No shares remained available for
future grants to employees and consultants of the Company under the 1997 Stock
Option Plan. Under the Company's 1998 Incentive Stock Option Plan (the "1998
Stock Option Plan"), as of September 30, 1998 options to purchase 243,000 shares
of Common Stock were outstanding, of which 228,000 will become exercisable on
July 31, 1999, assuming completion of this offering and 15,000 of which will
become exercisable ratably over a three year period. An additional 757,000
remained available for future option grants. The Company intends to register on
Form S-8 under the Securities Act the offering and sale of Common Stock issuable
under the 1997 Stock Option Plan and the 1998 Stock Option Plan as soon as
practicable after the date of this Prospectus.

As of September 30, 1998, an additional 100,000 shares of Common Stock were
issuable upon the exercise of an outstanding option (the "Non-Plan Option") at
an exercise price of $2.00 per share, which will become exercisable 90 days
after the effective date of this Prospectus. In addition, as of September 30,
1998, a warrant (the "Warrant") to purchase 475,015 shares of Common Stock was
outstanding,

which is currently exercisable and of which a maximum of 475,015 shares may be
sold in this offering. The holder of the Warrant possesses registration rights
with respect to the shares of Common Stock underlying the Warrant. Sales of
shares of Common Stock under either Rule 144 or pursuant to a registration
statement could have a material adverse effect on the price of the Common Stock.
See "Management-Stock Option Plans," "Description of Capital Stock-Warrant
Shares" and "Shares Eligible for Future Sale."

RELIANCE UPON ASSOCIATES. The Company distributes its products exclusively
through its Associates, and the Company's success depends in significant part
upon its ability to attract, maintain and motivate a large base of Associates,
who, in turn, recruit additional Associates to purchase and sell the Company's
products. Significant turnover among Associates from year to year, which the
Company believes is typical of direct selling, requires the sponsoring of new
Associates by existing Associates in order to maintain or increase the overall
Associate force. Efforts by Associates to obtain new Associates are affected by
the level of Associate motivation, which in turn can be positively or negatively
affected by certain factors, including general economic conditions,
modifications in the amount of commissions paid, and public perception of the
quality of the Company's products. For 1997, the Company's commission expense
comprised approximately 56% of its total expenses exclusive of cost of sales and
income taxes. The Company's ability to attract and retain new Associates could
be negatively affected by adverse publicity relating to the Company or its
services or its operations, including its network marketing system. Because of
the number of factors that impact the recruiting of Associates, the Company
cannot predict when or to what extent increases or decreases in the level of
Associate retention will occur. In addition, the number of Associates as a
percentage of the population may reach levels that become difficult to exceed
due to the finite number of persons inclined to pursue direct selling as a
business. There can be no assurance that the number or productivity of
Associates will be sustained at current levels or will increase in the future.
The failure of the Company to attract and retain Associates in sufficient
numbers would have a material adverse effect on the Company's business, results
of operations and financial condition. Furthermore, the Company's business,
results of operations and financial condition could be materially adversely
affected if the Company finds it necessary to terminate a significant number of
Associates or certain Associates who play a key role in the Company's
distribution system. See "Business-Growth Strategy" and "-Product Distribution
System."

REGULATION AND MANAGEMENT OF ASSOCIATES. Associates are independent
contractors, not employees of the Company, and are not subject to the same level
of direction and oversight as Company employees. While the Company has policies
and rules in place governing the conduct of Associates, as well as a systematic
method of monitoring, compliance enforcement and discipline, it is difficult to
detect and correct all instances of Associate misconduct. The Company's efforts
to manage its Associates can result in litigation from time to time between the
Company and its Associates and an adverse outcome in such litigation could
adversely affect the Company's business, results of operations and financial
condition. See "Business-Legal Proceedings." Violations of these policies and
rules reflect negatively on the Company and could also lead to formal or
informal complaints by various federal, state or foreign regulatory authorities.
In addition, formal and informal complaints regarding Associate conduct issues
are occasionally filed with state attorneys general offices. These offices have,
from time-to-time, contacted the Company and, in two instances, have met with
representatives of the Company to review the activities of the Company and its
Associates in their respective jurisdictions. Complaints or enforcement actions
by federal, state or foreign regulatory authorities may occur in the future and
could have a material adverse effect on the Company's business, results of
operations and financial condition. If the Company enters new international
markets, the challenge of coordinating existing Associate requirements, policies
and procedures with the overlay of international legal requirements will provide
the potential for increased risk to the Company. See "Business-Product
Distribution System-Management of Associates."

The Company's network marketing system is or may be subject to or affected
by extensive government regulation, including, without limitation, federal and
state regulation regarding network marketing plans, and the offer and sale of
business franchises, business opportunities and securities. Various governmental
agencies monitor direct selling activities, and the Company has occasionally
been

requested to supply information regarding its marketing plan to certain of such
agencies. There can be no assurance that legislation and regulations adopted in
particular jurisdictions in the future will not adversely affect the Company's
business, results of operations and financial condition. The Company also could
be found to be in non-compliance with existing statutes or regulations as a
result of, among other things, vicarious liability arising from allegations of
misconduct and misconduct by Associates, who are independent contractors over
whom the Company has limited control, the ambiguous nature of certain of such
statutes, regulations and related court decisions, and the considerable
interpretive and enforcement discretion statutorily granted to regulatory
authorities and the courts. Any assertion or determination that the Company or
the Associates are not in compliance with existing statutes or regulations could
have a material adverse effect on the Company's business, results of operations
and financial condition. Furthermore, an adverse determination by any one state
could influence the decisions of regulatory authorities in other jurisdictions.
See "Business-Product Distribution System-Management of Associates."

ABILITY TO MANAGE GROWTH. The Company's officers have had limited
experience in managing companies as large as the Company. Further growth and
expansion of the Company's business would place additional demands upon the
Company's current management and other resources and would require additional
production capacity, working capital, information systems, management,
operational and other financial resources. Further growth of the Company will
depend on various factors, including, among others, its ability to attract and
retain new Associates, the development of new products, competition and federal
and state regulation of the nutritional supplements industry. Not all of the
foregoing factors are within the control of the Company. No assurance can be
given that the Company's business will grow in the future and that the Company
will be able to effectively manage such growth. If the Company is unable to
manage growth effectively, the Company's business, results of operations and
financial condition would be materially adversely affected. See "Business-Growth
Strategy," "-Product Distribution System-Associate Development," "-Product
Distribution System-Management of Associates," "-Information Technology and
Systems," "-Production and Distribution" and "Management."

COMPETITION. The nutritional supplements market is large and intensely
competitive. The Company competes directly with companies that manufacture and
market nutritional products in each of the Company's product lines, including
General Nutrition Companies, Inc., Solgar Vitamin and Herb Company, Inc.,
Twinlab Corporation and Weider Nutrition International, Inc. Many of the
Company's competitors in the nutritional supplements market have longer
operating histories and greater name recognition and financial resources than
the Company. In addition, nutritional supplements can be purchased in a wide
variety of channels of distribution. While the Company believes that consumers
appreciate the convenience of ordering products from home through a sales
person, the buying habits of many consumers accustomed to purchasing products
through traditional retail channels are difficult to change. The Company's
product offerings in each product category are also relatively small compared to
the wide variety of products offered by many other nutritional supplement
companies. There can be no assurance that the Company's business, results of
operations and financial condition will not be adversely affected by market
conditions and competition in the future.

The Company also competes in the nutritional supplements market and for new
Associates with other direct selling organizations, many of which have longer
operating histories and greater name recognition and financial resources than
the Company, including Amway Corporation, Nu Skin Enterprises, Inc., Body Wise
International, Inc., ENVION International, Herbalife International, Inc., Enrich
International, Rexall Showcase International, Forever Living Products, Inc. and
Melaleuca, Inc. The Company competes for new Associates on the basis of its
compensation plan and its proprietary and quality products. The Company believes
that many more direct selling organizations will enter the marketplace as this
channel of distribution expands over the next several years. The Company also
competes for the commitment of its Associates. Given that the pool of
individuals interested in direct selling tends to be limited in each market, the
potential pool of Associates for the Company's products is reduced to the extent
other network marketing companies successfully recruit these individuals into
their businesses. There can be no assurance that other network marketing
companies will not be able to

recruit the Company's existing Associates or deplete the pool of potential
Associates in a given market. The competition for Associates from such other
companies could have a material adverse effect on the Company's business,
results of operations and financial condition. See "Business-Competition."

POTENTIAL EFFECTS OF ADVERSE PUBLICITY. The Company's products contain
vitamins, minerals, herbs and other ingredients that the Company regards as safe
when taken as directed by the Company and that various scientific studies have
suggested may offer health benefits. The Company conducts quality control
testing on its products and, from time to time, conducts or sponsors scientific
studies relating to the benefits of its products. The Company is highly
dependent upon Associate perception of the overall integrity of its business, as
well as the safety and quality of its products and similar products distributed
by other companies which may not adhere to the same quality standards as the
Company. The size of the Company's distribution force and results of operations
can be particularly affected by adverse publicity regarding the Company, or its
competitors, including publicity regarding the legality of network marketing or
the Company's network marketing system, the quality of the Company's products
and product ingredients or those of its competitors, regulatory investigations
of the Company or the Company's competitors and their products, Associate
actions, the Company's management of its Associates and the public's perception
of the Company's Associates and direct selling businesses generally. See
"-Limited Availability of Conclusive Clinical Studies," "Business-Products" and
"-Product Distribution System."

RELIANCE ON CERTAIN ASSOCIATES. The Company's compensation plan allows
Associates to sponsor new Associates. The sponsoring of new Associates creates
multiple Associate levels in the network marketing structure. Sponsored
Associates are referred to as "downline" Associates within the sponsoring
Associates' "downline network." If downline Associates also sponsor new
Associates, additional levels of downline Associates are created, with the new
downline Associates also becoming part of the original sponsor's "downline
network." As a result of this network marketing distribution system, Associates
develop relationships with other Associates. The Company believes that its
revenue is generated from thousands of Associate networks. The loss of a
high-level sponsoring Associate or another key Associate together with a group
of leading Associates in such Associate's downline network, or the loss of a
significant number of Associates for any reason, could adversely affect sales of
the Company's products and impair the Company's ability to attract new
Associates, which would have a material adverse effect on the Company's
business, results of operations and financial condition. As of September 30,
1998, only one of the Company's Associates had executed a non-competition
agreement with the Company. See "Business-Product Distribution System-Associate
Development."

RELIANCE ON AND CONCENTRATION OF OUTSIDE MANUFACTURERS. All of the
Company's products are manufactured by outside manufacturers. The Company's
profit margins and its ability to deliver its existing products on a timely
basis are dependent upon the ability of the outside manufacturers to continue to
supply products that meet the Company's quality standards in a timely and
cost-efficient manner. In response to the Company's growth, relationships were
developed with three large manufacturers in 1997. Currently, substantially all
of the Company's products are produced by these manufacturers. The Company's
ability to enter new markets and sustain satisfactory levels of sales in each
market will be dependent in part upon the ability of these or other suitable
outside manufacturers to reformulate existing products, if necessary to comply
with local regulations or market environments, for introduction into such
markets. Finally, the development of additional new products in the future will
likewise be dependent in part on the services of suitable outside manufacturers.
The failure of any manufacturer to supply products as required by the Company
could have a material adverse effect on the Company's business, results of
operations and financial condition.

The Company currently acquires ingredients solely from suppliers that are
considered by the Company to be the superior suppliers of such ingredients. The
Company believes it has developed dependable alternative sources for all of its
ingredients except Manapol-Registered Trademark- and arabinogalactan, which are
components of the Company's proprietary raw material. The Company believes that,
in the event it is unable to source any ingredients from its current suppliers,
such ingredients could be produced by the Company or replaced with substitute
ingredients. However, any delay in replacing or substituting such

ingredients would have a material adverse effect on the Company's business,
results of operations and financial condition. See "Business-Production and
Distribution."

DEPENDENCE ON PROPRIETARY INGREDIENT. Two ingredients are proprietary to
the Company: (i) Ambrotose-Registered Trademark- Complex, a glyconutritional
dietary supplement consisting of a blend of plant polysaccharides, which is a
component of each of the Company's products; and (ii) Dioscorea Complex, a blend
of herbal extracts. The Company's success will depend in large part on its
ability to protect and promote its proprietary rights to these products, in
particular Ambrotose-Registered Trademark- Complex. The Company has filed a
composition and use of matter patent application for this compound, and has
entered into confidentiality agreements with its manufacturers and suppliers to
protect its proprietary rights. However, there can be no assurance that the
Company will be granted a patent for its Ambrotose-Registered Trademark- Complex
compound or that any such patent granted to the Company will not be
substantially narrower in scope than that sought in the Company's application or
that other means employed by the Company to protect its proprietary rights will
be adequate. Any failure of the Company to protect its proprietary rights would
have a material adverse effect on the Company's business, results of operations
and financial condition.

GOVERNMENT REGULATION OF PRODUCTS AND MARKETING; IMPORT RESTRICTIONS. In
addition to regulation of its direct selling activities, the Company, in both
its United States and foreign markets, is or will be subject to and affected by
extensive laws, governmental regulations, administrative determinations, court
decisions and similar constraints (as applicable, at the federal, state and
local levels) including, among other things, regulations pertaining to (i) the
formulation, manufacturing, packaging, labeling, distribution, importation, sale
and storage of the Company's products, (ii) product claims and advertising
(including direct claims and advertising by the Company as well as claims and
advertising by Associates, for which the Company may be held responsible), (iii)
the Company's network marketing system, (iv) transfer pricing and similar
regulations that affect the level of foreign taxable income and customs duties
and (v) taxation of Associates, which in some instances may impose an obligation
on the Company to collect the taxes and maintain appropriate records. See
"Business-Government Regulation."

The Company may experience complications regarding health and safety and
food and drug regulations for nutritional products. Many products could require
reformulation to comply with local requirements. In some foreign countries,
certain nutritional products may be considered foods, while other countries may
consider them drugs. New regulations could be adopted or any of the existing
regulations could be changed at any time in a manner that could have a material
adverse effect on the Company's business, results of operations and financial
condition. Duties on imports are a component of national trade and economic
policy and could be changed in a manner that would be materially adverse to the
Company's sales and its competitive position compared to locally produced goods,
in particular in countries where the Company's products would be subject to high
customs duties. In addition, import restrictions in certain countries and
jurisdictions will limit the Company's ability to import products from the
United States. Present or future health and safety or food and drug regulations
could delay or prevent the introduction of new products into a given country or
marketplace or suspend or prohibit the sale of existing products in such country
or marketplace. The occurrence of any of these complications could have a
material adverse effect on the Company's business, results of operations and
financial condition.

If the Company expands into foreign markets, the Company will be affected by
the general stability of foreign governments and the regulatory environment
relating to the degree of acceptance attendant to network marketing generally,
and nutritional supplements and other products of the Company's line,
specifically.

DEPENDENCE ON KEY PERSONNEL. The Company's success will depend largely on
the efforts and abilities of senior management, particularly Charles E.
Fioretti, Chairman of the Board and Chief Executive Officer, and Samuel L.
Caster, President, each a founder of the Company. There can be no assurance that
the Company's existing management team will be able to manage the Company or its
growth or that the Company will be able to attract and retain additional
qualified personnel as needed in the future. Mr. Fioretti has executed an
employment agreement with an initial term of five years, but there can be no
assurance that he will remain with the Company for the full term of such
agreement. The loss of the services of Messrs. Fioretti or Caster or the
services of other members of senior management, or the

failure of the Company to attract and retain additional qualified personnel,
could have a material adverse effect on the Company's business, results of
operations and financial condition. See "Management."

GOVERNMENT REGULATION OF DIRECT SELLING ACTIVITIES. Direct selling
activities are regulated by various governmental agencies. These laws and
regulations are generally intended to prevent fraudulent or deceptive schemes,
often referred to as "pyramid" or "chain sales" schemes, that promise quick
rewards for little or no effort or risk, require high entry costs, use high
pressure recruiting methods and/or do not involve legitimate products. The
Company could be found not to be in material compliance with existing
regulations as a result of, among other things, the considerable interpretative
and enforcement discretion given to regulators or misconduct by Associates. Any
assertion or determination that the Company is not currently, or was not in the
past, in compliance with laws or regulations governing the Company's direct
selling activities could have a material adverse effect on the Company's
business, results of operations and financial condition. In addition, in any
country or jurisdiction, the adoption of new laws or regulations or changes in
the interpretation of existing laws or regulations could generate negative
publicity and/or have a material adverse effect on the Company's business,
results of operations and financial condition. The Company cannot determine the
effect, if any, that future governmental regulations or administrative orders
may have on the Company's business, results of operations and financial
condition. Moreover, governmental regulations in countries where the Company may
in the future commence operations may prevent, delay or limit market entry of
certain products or require the reformulation of such products. Regulatory
action, whether or not it results in a final determination adverse to the
Company, has the potential to create negative publicity, with detrimental
effects on the motivation and recruitment of Associates and, consequently, on
the Company's business, results of operations and financial condition. See
"-Potential Effects of Adverse Publicity," "-Risks Associated with International
Expansion" and "Business-Government Regulation."

As is the case with most network marketing companies, the Company has from
time-to-time received inquiries from various government regulatory authorities
regarding the nature of its business and other issues such as compliance with
local business opportunity laws and Associate sales practices. Although to date
none of these inquiries has resulted in a finding materially adverse to the
Company, adverse publicity resulting from inquiries into the Company's
operations by government agencies could materially adversely affect the
Company's business, results of operations and financial condition. See
"-Potential Effects of Adverse Publicity."

PRODUCT LIABILITY. Under applicable laws and regulations, the Company, like
any other retailer, distributor or manufacturer of products that are designed to
be ingested by consumers or applied to their bodies, faces an inherent risk of
exposure to product liability claims in the event that the use of its products
results in an allegation of loss or injury. Although the Company has not been
the subject of material product liability claims, no assurance can be given that
the Company may not be exposed to future product liability claims, including,
among other things, that its products contain contaminants or include inadequate
instructions as to use or inadequate warnings concerning side effects and
interactions with other substances. The Company maintains product liability
insurance, however, the successful assertion or settlement of any uninsured
claim, a significant number of insured claims, a claim exceeding the Company's
insurance coverage or adverse publicity associated with any product liability
allegation could have a material adverse effect on the Company's business,
results of operations and financial condition.

One of the Company's products, MVP-TM-, contains country mallow, a plant
which contains an ephedra. Products containing ephedrine have been the subject
of adverse publicity in the United States and other countries relating to
alleged harmful effects, including the deaths of several individuals. The United
States Food and Drug Administration (the "FDA") has received numerous reports of
adverse reactions to the ingestion of a naturally-occurring form of ephedrine
from the Chinese herb, Ma Huang. The FDA has issued a warning to consumers
regarding the possible effects of ephedrine ingestion and has also issued a
proposed regulation for dietary supplements containing ephedrine. The proposed
regulation would prohibit dietary supplements containing eight milligrams or
more of ephedrine alkaloids per serving, and would not permit such products to
contain any other stimulant ingredients. The FDA is also

considering whether to also prohibit diuretic or laxative ingredients in such
products. In addition, the labeling of supplements would be prohibited from
suggesting or recommending conditions of use that would result in an intake of
eight milligrams or more of ephedrine alkaloids within a six-hour period, or a
total daily intake of 24 milligrams or more. The FDA proposal would also require
a warning not to take the product for more than seven days, and would prohibit
the supplements from being represented, either expressly or implicitly, as being
suitable for long-term uses, such as for weight loss or body building.
Similarly, claims for increased energy, increased mental concentration or
enhanced well-being that might encourage the consumer to take more of the
product to achieve more of the purported effect would be required to be
accompanied by a warning stating that taking more than the recommended serving
may cause a heart attack, stroke, seizure or death. If the proposed regulation
were to be implemented, MVP would be subject to its labeling requirements and
possibly to reformulation. Company sales of MVP were $3.8 million, $5.5 million
and $5.9 million in 1995, 1996 and 1997, respectively. Moreover, depending on
claims made for the product, the FDA could regulate it as a drug, thus requiring
product approval prior to marketing. The negative publicity or product liability
claims that could stem from such actions could have a material adverse effect on
the Company's business, results of operation and financial condition.

LIMITED AVAILABILITY OF CONCLUSIVE CLINICAL STUDIES. In general, the
Company's products consist of food, nutritional supplements and topical
products, one of which, Emprizone-Registered Trademark-, is classified in the
United States as an "over-the-counter" ("OTC") drug which the Company believes
does not require approval from the FDA or other regulatory agencies prior to
sale. Although many of the ingredients in the Company's products are vitamins,
minerals, herbs and other substances for which there is a long history of human
consumption, some of the Company's products contain innovative ingredients or
combinations of ingredients. Although the Company believes all of its products
to be safe when taken as directed by the Company, there is little long-term
experience with human consumption of certain of these innovative product
ingredients or combinations thereof in concentrated form. Accordingly, there can
be no assurance that the Company's products, even when used as directed, will
have the effects intended or will not have harmful side effects. The Company
performs research and/or tests in connection with the formulation and production
of its products, and from time to time conducts or sponsors clinical studies.
See "-Product Liability."

VARIATIONS IN OPERATING RESULTS. The Company may experience variations on a
quarterly basis in its results of operations, in response to, among other
things, the timing of Company-sponsored Associate events; new product
introductions; the opening of new markets; the timing of holidays, especially in
the fourth quarter, which may reduce the amount of time Associates spend selling
the Company's products or recruiting new Associates; the adverse effect of
Associates' or the Company's failure, and allegations of their failure, to
comply with applicable government regulations; the negative impact of changes in
or interpretations of regulations that may limit or restrict the sale of certain
of the Company's products; the operation of its network marketing system; the
introduction of its products into each market; the recruitment and retention of
Associates; the inability of the Company to introduce new products or the
introduction of new products by the Company's competitors; general conditions in
the nutritional supplement and personal care industries or the network marketing
industry; and consumer perceptions of the Company's products and operations. In
particular, because the Company's products are ingested by consumers or applied
to their bodies, the Company is highly dependent upon consumers' perception of
the safety, quality and effectiveness of its products. As a result, substantial
negative publicity, whether founded or unfounded, concerning one or more of the
Company's products or other products similar to the Company's products could
adversely affect the Company's business, results of operations and financial
condition.

been decreasing in recent periods and this trend is expected to continue as the
Company matures. Furthermore, no assurances can be given that the Company's
revenue growth rate in new markets where operations have not commenced will
follow this pattern. Due to the foregoing factors, the Company's future results
of operations could be below the expectations of public market analysts and
investors. In such event, the market price of the Common Stock would likely be
materially adversely affected. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

CONTROL BY INSIDERS. Assuming the sale of 2,500,000 shares and 5,295,015
shares of Common Stock in this offering, Charles E. Fioretti, Samuel L. Caster
and the Company's other directors and officers, together with members of their
families and entities that may be deemed affiliates of or related to such
persons or entities, will, upon completion of this offering beneficially own
approximately 52.6% and 42.9%, respectively, of the Common Stock outstanding.
These individuals are likely to be able to maintain effective control of the
Company, including the ability to elect a majority of the Board of Directors. In
addition, such a high level of ownership by such persons may have a significant
effect in delaying, deferring or preventing a change in control of the Company
or other events which could be of benefit to the Company's other shareholders
including mergers, acquisitions, tender offers and proxy contests. Accordingly,
holders of Common Stock may be deprived of an opportunity to sell their shares
at a premium to the price paid for such shares. See "Principal and Selling
Shareholders."

UNSPECIFIED USE OF PROCEEDS. The principal purposes of this offering are to
provide the capital for international expansion, to increase the Company's
working capital and financial flexibility, to facilitate future access by the
Company to public equity markets and to provide increased visibility,
credibility and name recognition for the Company in the marketplace where
several of its competitors are publicly held companies. In addition, the Company
intends to repay its existing capital lease debt of approximately $1.6 million
if the maximum offering level is achieved. Prior to completion of this offering,
the Company intends to continue to pay approximately $1.3 million in monthly
dividends to its existing shareholders. This dividend will be limited by the
pre-offering earnings of the Company. To the extent the Company sells less than
all of the shares offered by it in this offering, fewer net proceeds will be
available to fund these intended uses. The Company has not yet identified
specific uses for a majority of the net proceeds, and, pending such uses, the
Company expects that it will invest such net proceeds in short-term, interest-
bearing investment-grade securities. Accordingly, the Company's management will
have broad discretion as to the use of such net proceeds without any action or
approval of the Company's shareholders. See "Use of Proceeds."

PREFERRED STOCK. The Board of Directors may from time to time authorize the
issuance of one or more classes or series of Preferred Stock without shareholder
approval and may change the number of shares constituting any series and fix and
determine the designation and preferences, limitations and relative rights,
including voting rights, of the shares of any series of Preferred Stock so
established, in each case without any action or vote by the shareholders.

One of the effects of undesignated Preferred Stock may be to enable the
Board of Directors to discourage an attempt to obtain control of the Company by
means of a tender offer, proxy contest, merger or otherwise, and thereby protect
the Company's management, which may adversely affect the rights of the holders
of Common Stock. Preferred Stock issued by the Company may rank senior to the
Common Stock as to dividend rights, liquidation preference or both, may have
full or limited voting rights and may be convertible into shares of Common
Stock. Accordingly, the issuance of shares of Preferred Stock may discourage
bids for the Common Stock or may otherwise adversely affect the trading price of
the Common Stock.

RISKS ASSOCIATED WITH INFORMATION TECHNOLOGY. The Company is fundamentally
dependent upon information technology and its related systems to manage and
operate its key business functions: order processing, customer service,
distribution, commission processing, and paying and receiving. The Company
recently implemented an internally developed computer software system, creating
certain risks to its operations. The most immediate risk to the business
operations of the Company is during the implementation phase, in which the new
computer software is substituted for the prior software. During

this period, certain variances between business requirements and the actual
software functionality have been and will continue to be identified and
ameliorated in a real-time environment. Additionally, there will have been and
will continue to be deviations in user job performance and efficiency of an
unknown duration, resulting from lack of proficiency with respect to the
requirements of the new software, diminished access to significant business
information, and inherent resistance to change. There have been, and it is
anticipated that there will continue to be, periods during which the software
system will not be optimally functional or periods during which it will be
rendered temporarily inoperative while it is adjusted to achieve required
performance. Moreover, varied computational results may ensue during the period
of adjustment of the software system to allow for all of the requisites of the
Company's specific business environment. During this period, it can be
anticipated that related adverse effects could result in other areas dependent
upon information systems for functionality. Also, it is likely that during such
period, reversion to manual methods, such as written order-taking and
computation may be required during times of adjustment, thereby substantially
decreasing the efficiency of the Company's operations, and possibly adding,
temporarily, to overall costs attendant to such operations. Standard accounting
and inventory functions are currently supported by an off-the-shelf software
package known as CS/3, provided by Tetra International, Inc. The reliability of
inventory information contained within this system is entirely dependent on the
accuracy of data retained in the core custom system. However, regular manual
reconciliation of inventory diminishes this risk over the long term.

In the event that the software system should fail, the Company would
experience an inability to conduct its day-to-day business for a period of time
dependent upon the severity of the failure and the ability of the Company to
remedy the cause. Should such a failure occur, it could have a material adverse
effect on the Company's business results of operations and financial condition.

ANTI-TAKEOVER MATTERS. Certain provisions of the Company's Amended and
Restated Articles of Incorporation (the "Articles"), the Company's Amended and
Restated Bylaws (the "Bylaws") and the Texas Business Corporation Act (the
"TBCA") may have the effect of discouraging unsolicited proposals for
acquisition of the Company. The Bylaws provide for a classified Board of
Directors serving staggered terms of three years. Additionally, the Board of
Directors has the authority to issue up to 1,000,000 shares of preferred stock
having such rights, preferences and privileges as are designated by the Board of
Directors without shareholder approval. Effective September 1, 1997, the TBCA
restricts certain business combinations with any "affiliated shareholder," as
defined therein. These provisions may have the effect of delaying, deterring or
preventing a takeover of the Company and could limit the price that certain
investors might be willing to pay in the future for the Common Stock. See
"Description of Capital Stock-Preferred Stock" and "-Anti-Takeover
Considerations."

DILUTION TO NEW INVESTORS. Purchasers of Common Stock in this offering will
incur immediate and substantial dilution in net tangible book value per share.
See "Dilution."

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 1,500,000 shares and
2,200,000 shares of Common Stock offered by the Company hereby at an assumed
initial public offering price of $8.00 per share, after deducting sales
commissions and offering expenses payable by the Company, estimated to total
approximately $940,000 and $1,164,000, respectively, are $11,060,000 and
$16,436,000, respectively. The Company will not receive any proceeds from the
sale of shares by the Selling Shareholders. See "Principal and Selling
Shareholders."

The following table sets forth the Company's anticipated use of the net
offering proceeds, assuming the sale, respectively, of the minimum of 1,500,000
shares and the maximum of 2,200,000 shares of Common Stock offered by the
Company hereby. Pending application of the net proceeds, the Company will invest
such proceeds in short term, interest-bearing instruments and investment grade
securities.

MINIMUM MAXIMUM
1,500,000 2,200,000
SHARES SOLD SHARES SOLD
-------------- --------------

Sources of Funds:
Offering proceeds.............................................................. $ 12,000,000 $ 17,600,000
Offering expenses.............................................................. (460,000) (460,000)
Commissions(1)................................................................. (480,000) (704,000)
-------------- --------------
TOTAL FUNDS...................................................................... $ 11,060,000 $ 16,436,000
-------------- --------------
-------------- --------------
Use of Funds:
International expansion........................................................ $ 6,060,000 $ 9,836,000
Repayment of debt.............................................................. 0 1,600,000
Working capital................................................................ 5,000,000 5,000,000
-------------- --------------

TOTAL USES....................................................................... $ 11,060,000 $ 16,436,000
-------------- --------------
-------------- --------------

- ------------------------

(1) Assumes a 4.0% fee is paid to the Placement Agent on sales of Common Stock
in this offering. See "Plan of Distribution."

The Company intends to use proceeds from this offering to complete its
expansion into Australia and to begin its expansion into the United Kingdom. The
Company also intends to use proceeds from this offering to finance its working
capital needs and to repay certain indebtedness, including expenses related to a
previous stock offering terminated in July 1998. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations."

DIVIDEND POLICY

The Company has in the past paid dividends to its shareholders, including
dividends in 1997 in the aggregate amount of $6,928,547. In the first nine
months of 1998, the Company paid an aggregate of $9,273,830 in dividends to its
shareholders. The Company currently intends to declare monthly dividends of up
to $0.06 per share until consummation of this offering. Such dividends are
expected to be paid entirely out of pre-offering earnings, and therefore are not
expected to have a dilutive effect on equity. Following this offering, the
Company currently does not anticipate that any dividends will be paid on its
Common Stock in the foreseeable future. The Company intends from time to time to
re-evaluate this policy based on its net income and its alternative uses for
retained earnings, if any. Any future payments of dividends will be subject to
the discretion of the Board of Directors and subject to certain limitations
under the TBCA. The timing, amount and form of dividends, if any, will depend,
among other things, on the Company's results of operations, financial condition,
cash requirements and other factors deemed relevant by the Board of Directors.

CAPITALIZATION

The following table sets forth the short-term debt and capitalization of the
Company as of September 30, 1998 and as adjusted to reflect the application of
the estimated net proceeds from the sale by the Company of a minimum of
1,500,000 shares and a maximum of 2,200,000 shares, respectively, of Common
Stock offered by the Company hereby at an assumed initial public offering price
of $8.00 per share. The capitalization information set forth in the table below
is qualified by the more detailed Financial Statements and Notes thereto
included elsewhere in this Prospectus and should be read in conjunction with
such Financial Statements and Notes. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations."

SEPTEMBER 30, 1998
-----------------------------------------
ACTUAL AS ADJUSTED(1) AS ADJUSTED(2)
--------- -------------- --------------
(IN THOUSANDS)

Short-term debt, including current maturities of long-term debt....... $ 770 $ 770 $ 173
--------- -------------- --------------
--------- -------------- --------------
Total long-term debt, less current portion............................ $ 1,205 $ 1,205 $ 202
Redeemable warrants................................................... 300 289 -
Shareholders' equity:
Preferred Stock, $0.01 par value, 1,000,000 shares authorized; no
shares issued and outstanding..................................... - - -
Common stock, $0.0001 par value, 99,000,000 shares authorized
(actual and as adjusted); 22,101,738 shares issued and outstanding
(actual); 23,618,769 issued and outstanding as adjusted
(minimum)(3); and 24,776,753 shares issued and outstanding, as
adjusted (maximum)(4)............................................. 2 2 2
Additional paid-in capital.......................................... 2,632 12,226 18,510
Notes receivable from shareholders.................................. (636) (636) -
Retained earnings (deficit)......................................... (60) (60) (60)
--------- -------------- --------------
Total shareholders' equity........................................ 1,938 11,532 18,452
--------- -------------- --------------
Total capitalization............................................ $ 3,443 $ 13,026 $ 18,654
--------- -------------- --------------
--------- -------------- --------------

- ------------------------

(1) As adjusted to give effect to the sale of 1,500,000 shares of Common Stock
offered by the Company hereby at an assumed offering price of $8.00 per
share and the application of the estimated net proceeds therefrom.

(2) As adjusted to give effect to the sale of 2,200,000 shares of Common Stock
offered by the Company hereby at an assumed offering price of $8.00 per
share and the application of the estimated net proceeds therefrom.

(3) Includes 17,031 Exercised Warrant Shares. Excludes (i) 3,000,000 shares
reserved for issuance under the 1997 Stock Option Plan and 1998 Stock Option
Plan, of which 2,243,000 shares will be issuable upon the exercise of
outstanding options, (ii) 100,000 shares issuable upon the exercise of the
Non-Plan Option and (iii) 457,984 shares issuable upon the exercise of the
Warrant.

(4) Includes 475,015 Exercised Warrant Shares. Excludes (i) 3,000,000 shares
reserved for issuance under the 1997 Stock Option Plan, of which 2,243,000
shares will be issuable upon the exercise of outstanding options and (ii)
100,000 shares issuable upon the exercise of the Non-Plan Option.

DILUTION

The net tangible book value of the Common Stock as of September 30, 1998 was
approximately $493,000 or $0.02 per share. Net tangible book value per share
represents the Company's total tangible assets less total liabilities, divided
by the total number of shares of Common Stock outstanding.

After giving effect to the sale of the minimum of 1,500,000 shares of Common
Stock offered by the Company hereby and the receipt of the net proceeds
therefrom (at an assumed initial public offering price of $8.00 per share), the
net tangible book value of the Common Stock as of September 30, 1998 would have
been approximately $11,532,000 or $0.49 per share. This represents an immediate
increase in net tangible book value of $0.47 per share to existing shareholders
and an immediate dilution in net tangible book value of $7.51 per share to
purchasers of Common Stock in this offering. The following table illustrates the
per share dilution as of September 30, 1998:

Assumed initial public offering price per share................. $ 8.00
Net tangible book value per share as of September 30, 1998.... $0.02
Increase per share attributable to new shareholders........... 0.47
---------
Net tangible book value per share as of September 30, 1998 after
this offering.................................................. 0.49
---------
Dilution per share to new shareholders.......................... $ 7.51
---------
---------

After giving effect to the sale of the maximum of 2,200,000 shares of Common
Stock offered by the Company hereby and the receipt of the net proceeds
therefrom (at an assumed initial public offering price of $8.00 per share) the
net tangible book value of the Common Stock as of September 30, 1998 would have
been approximately $18,452,000 or $0.74 per share. This represents an immediate
increase in net tangible book value of $0.72 per share to existing shareholders
and an immediate dilution in net tangible book value of $7.26 per share to
purchasers of Common Stock in this offering. The following table illustrates the
per share dilution as of September 30, 1998:

Assumed initial public offering price per share................. $ 8.00
Net tangible book value per share as of September 30, 1998.... $0.02
Increase per share attributable to new shareholders........... 0.72
---------
Net tangible book value per share as of September 30, 1998 after
this offering.................................................. 0.74
---------
Dilution per share to new shareholders.......................... $ 7.26
---------
---------

The following table sets forth as of September 30, 1998, after giving effect
to the sale of the minimum number of shares of Common Stock by the Company in
this offering, the number of shares of Common Stock purchased from the Company,
the total consideration paid and the average price per share paid by existing
shareholders and by new shareholders:

SHARES PURCHASED TOTAL CONSIDERATION AVERAGE
------------------------- -------------------------- PRICE PAID
NUMBER PERCENT AMOUNT PERCENT PER SHARE
------------- ---------- -------------- ---------- -----------

Existing shareholders................... 22,118,769 93.6% $ 2,020,992 14.4% $ 0.09
New shareholders (minimum).............. 1,500,000 6.4 12,000,000 85.6 8.00
------------- ----- -------------- -----
Total............................... 23,618,769 100.0% $ 14,020,992 100.0%
------------- ----- -------------- -----
------------- ----- -------------- -----

The following table sets forth as of September 30, 1998, after giving effect
to the sale of the maximum number of shares of Common Stock by the Company in
this offering, the number of shares of Common Stock purchased from the Company,
the total consideration paid and the average price per share paid by existing
shareholders and by new shareholders:

Existing shareholders................... 22,576,753 91.1% $ 2,639,270 11.0% $ 0.12
New shareholders (maximum).............. 2,200,000 8.9 17,600,000 89.0 8.00
------------- ----- -------------- -----
Total............................... 24,776,753 100.0% $ 20,239,270 100.0%
------------- ----- -------------- -----
------------- ----- -------------- -----

Sales by the Selling Shareholders in this offering of the maximum number of
shares offered by such selling shareholders will reduce the number of shares
held by existing shareholders as of September 30, 1998 to 19,481,738 or 82% or
79.6% of the total number of shares of Common Stock outstanding immediately
after the sale, respectively, of the minimum number of shares of Common Stock
offered hereby or the maximum number of shares of Common Stock offered hereby,
and will increase the number of shares being purchased by new investors to
5,295,015, or approximately 18.3% of the total number of shares of Common Stock
outstanding immediately after this offering. See "Principal and Selling
Shareholders."

There have been no exercises of outstanding stock options as of the date of
this Prospectus. As of September 30, 1998, there were (i) options outstanding
under the 1997 Stock Option Plan to purchase 2,000,000 shares of Common Stock at
a weighted average exercise price of $2.75 per share, none of which were vested
or exercisable as of such date, (ii) options outstanding under the 1998 Stock
Option Plan to purchase 243,000 shares at an exercise price of $8.00, none of
which were vested or exercisable as of such date, (iii) the Non-Plan Option to
purchase 100,000 shares of Common Stock at an exercise price of $2.00 per share,
which was not vested or exercisable as of such date, (iv) the Warrant to
purchase 475,015 shares of Common Stock at an exercise price of $1.35 per share,
which is currently fully exercisable and (v) 757,000 shares of Common Stock
available for grant under the 1998 Stock Option Plan. To the extent that any
shares of Common Stock are issued upon exercise of (i) any of these options or
the Warrant or (ii) any additional options that are granted under the 1998 Stock
Option Plan or otherwise, there will be further dilution to new investors. See
"Management-Stock Option Plans," and "Principal and Selling Shareholders."

SELECTED FINANCIAL DATA

The Selected Financial Data set forth below for each of the four years ended
December 31, 1997 have been derived from, and should be read in conjunction
with, the financial statements of the Company audited by PricewaterhouseCoopers
LLP, with respect to 1997, and Belew Averitt LLP, with respect to earlier
periods, independent public accountants, whose reports appear elsewhere in this
Prospectus. The Selected Financial Data set forth below for the nine months
ended September 30, 1997 and 1998 have been derived from the Company's unaudited
financial statements but have been prepared on the same basis as the audited
financial statements of the Company included herein and, in the opinion of
management, include all adjustments, consisting of normally recurring
adjustments considered necessary for a fair presentation of the Company's
financial position and results of operations for such period. The information
contained in this table should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Financial Statements and accompanying Notes thereto included elsewhere in
this Prospectus.

UNAUDITED
------------------
NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
-------------------------------------------- ------------------
1994(1) 1995 1996 1997 1997 1998
------- ------- ------- -------- -------- --------

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
STATEMENT OF INCOME DATA:
Net sales.................................... $ 8,445 $32,071 $86,311 $150,570 $111,102 $122,853
Cost of sales................................ 1,499 4,880 13,406 24,735 17,866 20,581
Commissions.................................. 3,256 12,339 35,155 61,677 45,460 48,975
------- ------- ------- -------- -------- --------
Gross profit............................... 3,690 14,852 37,750 64,158 47,776 53,297
------- ------- ------- -------- -------- --------
Operating expenses:
Selling and administrative expenses........ 2,063 7,012 17,764 27,846 19,940 22,622
Other operating costs...................... 2,115 5,253 11,746 19,402 13,401 15,679
Cancellation of incentive compensation
agreements............................... - - - 2,192(2) 1,821 -
Writeoff of deferred offering costs........ - - - - - 941
------- ------- ------- -------- -------- --------
Total operating expenses................... 4,178 12,265 29,510 49,440 35,162 39,242
------- ------- ------- -------- -------- --------
Income (loss) from operations................ (488) 2,587 8,240 14,718 12,614 14,055
Other (income) expense, net.................. 22 181 (116) (43) 174 (4)
------- ------- ------- -------- -------- --------
Income (loss) before income taxes............ (510) 2,406 8,356 14,761 12,440 14,059
Income tax (benefit) expense................. (168) 67 1,194 4,139 3,507 5,413
------- ------- ------- -------- -------- --------
Net income (loss)............................ $ (342) $ 2,339 $ 7,162 $ 10,622 $ 8,933 $ 8,646
------- ------- ------- -------- -------- --------
------- ------- ------- -------- -------- --------
Earnings (loss) per common share:(3)
Basic...................................... $ (0.02) $ 0.11 $ 0.35 $ 0.50 $ 0.42 $ 0.39
------- ------- ------- -------- -------- --------
------- ------- ------- -------- -------- --------
Diluted.................................... $ (0.02) $ 0.11 $ 0.35 $ 0.47 $ 0.41 $ 0.37
------- ------- ------- -------- -------- --------
------- ------- ------- -------- -------- --------
Weighted average common and common equivalent
shares outstanding:(3)
Basic...................................... 20,627 20,627 20,627 21,449 21,253 22,102
------- ------- ------- -------- -------- --------
------- ------- ------- -------- -------- --------
Diluted.................................... 20,627 20,627 20,627 22,400 21,989 23,674
------- ------- ------- -------- -------- --------
------- ------- ------- -------- -------- --------
PRO FORMA INFORMATION:(4)
Income (loss) before income taxes, as
reported................................... $ (510) $ 2,406 $ 8,356 $ 14,761 $ 12,440
Pro forma provision for income tax (benefit)
expense.................................... (191) 902 3,134 5,683 4,790
------- ------- ------- -------- --------
Pro forma net income (loss).................. $ (319) $ 1,504 $ 5,222 $ 9,078 $ 7,650
------- ------- ------- -------- --------
------- ------- ------- -------- --------
PRO FORMA EARNINGS (LOSS) PER COMMON
SHARE:(3)
Basic........................................ $ (0.02) $ 0.07 $ 0.25 $ 0.42 $ 0.36
------- ------- ------- -------- --------
------- ------- ------- -------- --------
Diluted...................................... $ (0.02) $ 0.07 $ 0.25 $ 0.41 $ 0.34
------- ------- ------- -------- --------
------- ------- ------- -------- --------
OTHER FINANCIAL DATA:
Depreciation and amortization................ $ 4 $ 75 $ 414 $ 1,189 $ 486 $ 1,584
Capital expenditures(5)...................... $ 72 $ 769 $ 2,660 $ 9,135 $ 5,501 $ 4,877
Dividends declared per common share.......... $ 1.00(6) $ 1.00(6) $ 10.00(6) $ 0.37 $ 0.19 $ 0.36

UNAUDITED
DECEMBER 31, ---------------
------------------------------------------ SEPTEMBER 30,
1994 1995 1996 1997 1998
--------- --------- --------- --------- ---------------

(IN THOUSANDS)
BALANCE SHEET DATA:
Cash and cash equivalents.................................. $ 283 $ 953 $ 1,160 $ 61 $ 1,373
Working capital............................................ (423) (1,228) (2,580) (9,239) (11,329)
Total assets............................................... 1,577 5,712 11,410 19,558 26,611
Total liabilities.......................................... 1,928 6,103 10,579 18,015 24,373
Redeemable warrants........................................ - - - 300 300
Total shareholders' equity (deficit)....................... (351) (391) 831 1,244 1,938

- ------------------------------
(1) Statement of Income Data for the year ended December 31, 1994 includes the
period from November 4, 1993 (inception) through December 31, 1994. For the
two months of operations ended December 31, 1993, the Company's financial
data consisted of net sales of $0, selling and administrative expenses of
$43,049, other operating costs of $68,683 and a net loss of ($112,733). The
balance sheet reflects a total shareholders' deficit of ($111,733).

(3) Computed on the basis described in Note 1 in the Notes to Financial
Statements.

(4) The pro forma information shows the Company's net income and earnings per
share as if all income earned by the Company and the Partnerships was
taxable at federal and state statutory rates.

(5) Capital expenditures include assets acquired through capital lease
obligations of $397,402 in 1997 and $1,471,985 for the nine months ended
September 30, 1998.

MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company's financial condition
and results of operations should be read in conjunction with the Financial
Statements and Notes thereto included elsewhere in this Prospectus.

OVERVIEW

Mannatech develops and sells proprietary nutritional supplements and topical
products through a network marketing system. The Company sells its products in
the United States and Canada, through a network of approximately 226,000 active
Associates as of September 30, 1998, and has begun to expand into Australia,
while continuing to assess the potential of other foreign markets.

Since commencement of operations in November 1993, the Company has achieved
year-to-year growth in net sales. This growth is primarily attributable to the
increase in both existing and new product sales, growth in the number of
Associates and expansion into new geographic markets in the United States and
Canada.

The Company's revenues are derived primarily from sales of its products,
sales of Associate starter and renewal packs, which include products,
promotional materials, and free admission to the Company events and promotional
materials. To become an Associate of the Company, a person may enroll as a
Preferred Customer and subsequently execute an Associate Application, sponsor
new Associates or purchase a starter pack. Alternatively, one can become an
Associate by purchasing one of the Associate starter packs. Each starter pack
includes some combination of nutritional products, promotional materials, and
free admission to events. Each pack also allows the Associate to purchase
product at the Company's wholesale price. The components, purchase price of the
pack, and wholesale value of the included items for the periods for which
financial data is presented are detailed in the table below.

PACKS SOLD PRIOR TO JUNE 1998

MASTER
ALL STAR ASSOCIATE AND PREFERRED
BUSINESS ALL STAR ALL STAR MASTER NEW ASSOCIATE CUSTOMER
PACK TRAINING PACK TRAINING PACK STARTER PACK PROMO PACK PACK
--------- -------------- -------------- ------------- --------------- -----------

Associate Cost.............. $1,000.00 $ 568.00 $ 339.00 $ 229.00 $ 49.00 $ 29.00
Number of Nutritional
Products Included......... 27 15 9 6 1 -
Wholesale Value of
Nutritional Products...... $ 736.00 $ 412.50 $ 253.00 $ 166.00 $ 28.50 -
Number of Promotional
Materials Included........ 108 26 3 23 15 15
Wholesale Value of
Promotional Materials..... $ 345.99 $ 298.04 $ 186.90 $ 111.14 $ 12.59 $ 14.50
Event Admission Included.... Yes Yes Yes No No No
Implied Admission Value..... $ 50.00 $ 50.00 $ 50.00 $ - $ - $ -
Total Wholesale and Implied
Value..................... $1,131.99 $ 760.54 $ 489.90 $ 277.14 $ 41.09 $ 14.50

PACKS SOLD BEGINNING IN JUNE 1998

MASTER
ALL STAR ASSOCIATE AND PREFERRED
BUSINESS ALL STAR MASTER NEW ASSOCIATE CUSTOMER
PACK TRAINING PACK STARTER PACK PROMO PACK PACK
--------- -------------- ------------- --------------- -----------

Associate Cost............................ $1,000.00 $ 664.00 $ 289.00 $ 49.00 $ 29.00
Number of Nutritional Products Included... 26 17 9 1 -
Wholesale Value of Nutritional Products... $ 750.50 $ 491.00 $ 216.74 $ 28.50 -
Number of Promotional Materials
Included................................ 131 26 23 14 14
Whole Value of Promotional Materials...... $ 357.52 $ 276.32 $ 115.37 $ 16.12 $ 16.12
Events Admission Included................. Yes Yes No No No
Implied Admission Value................... $ 50.00 $ 50.00 $ - $ - $ -
Total Wholesale and Implied Value......... $1,158.02 $ 817.32 $ 332.11 $ 44.62 $ 16.12

The Company views the nutritional product sale included in the "New
Associate Promo Pack" as a retail sale. Viewed as a retail sale the value of the
product would be $39.00 and the total value of the pack would be $51.59. The
Company adopted this view as purchasers of the "New Associate Promo Pack" were
often previously retail customers of other Associates before seeking Associate
status themselves.

The Company also requires an Associate to renew status each year by renewing
as a Preferred Customer and continuing to sponsor New Associates or by
purchasing a renewal pack. Prior to June 1998 the Associates renewed at the
$49.00, $229.00, and $568.00 levels. Currently, the Associate can renew at the
$29.00, $200.00 or $350.00 levels. The renewal packs were identical to the
starter packs in the table above sold at the same price. If an Associate chose
not to renew his Associate status he could continue to purchase the Company's
products at the wholesale price and resell the products if he desired; however,
he would not be qualified to earn commissions or bonuses under the Company's
compensation plan. In May 1998 the Company instituted its $29.00 Preferred
Customer Pack, which also provides a method of renewal of Associate status.

Associates are also eligible to purchase upgrade packs. Historically,
upgrade packs were purchased at the $229.00, $339.00, $568.00 and $1,000.00
levels. Beginning June 1998 upgrade packs are priced at $289.00, $375.00,
$664.00 and $1,000.00. Upgrade packs are accounted for as renewal packs as they
renew an Associate's membership for one year from the time of upgrade.

In May 1998, the Company introduced a new starter and renewal pack priced at
$29.00 which consists of 15 promotional materials which would cost $14.50 if
purchased separately at their wholesale value.

Revenues are generally recognized when products or sales aids are shipped.
The Company's revenues are based primarily on the wholesale prices of the
products sold. The Company defers revenue received from the sale of promotional
packs which is in excess of the wholesale value of the individual items included
in such packs. Revenues from promotional packs are allocated between products
and events admission based on the proportionate fair value of these items.
Allocated event revenues are also deferred. All deferred revenue is amortized
over a twelve-month period. Total deferred revenue was approximately $521,000
and $809,000 at December 31, 1996 and 1997, respectively and was $641,000 for
the nine-month period ended September 30, 1998. The Company currently outsources
all of its product manufacturing needs and all of its ingredients are supplied
by outside vendors.

As a result of the Company's expansion into Canada, and its change, in the
fourth quarter of 1997, to higher quality manufacturers, the Company has
experienced an increase in cost of sales as a percentage of net sales. Sales of
products in Canada have also resulted in increased shipping costs and additional
costs to reformulate certain products.

Associates are compensated by commissions, which are directly correlated to
the placement and position of the Associate within the Company's compensation
plan, volume of direct sales and number of

new enrolled Associates. Commissions as a percentage of net sales were 38.5%,
40.7%, 41.0% and 39.8% for 1995, 1996, 1997 and the nine months ended September
30, 1998, respectively. The Company believes that, under the Company's existing
compensation plan, commissions will not exceed 42% of net sales. See
"Business-Product Distribution System-Associate Compensation."

The Company's selling and administrative expenses consist of human resource
expense, including wages, bonuses and marketing expenses, and are a mixture of
both fixed and variable expenses. Company-sponsored Associate events held
throughout the year also have an effect on its selling and administrative
expenses, as does the Company's continuing commitment to investment in
information technology systems. In 1997, the Company recorded sales and
administrative expenses at 18.5% of net sales, a lower rate than prior years, as
a result of increased net sales, a reduction in executive salaries beginning in
June 1997 and the management of expenses.

The increased demand for the Company's products has necessitated significant
investment in infrastructure to support the growth of the Company. In 1997, the
Company invested in its new headquarters building, new distribution center and
new research and development laboratory. As a result of its investment in
infrastructure, the Company's other operating costs have increased
significantly.

The Company is subject to taxation in the United States at the federal
statutory tax rates of 34% for 1995 and 1996 and 35% for 1997 and 1998. The
Company is also subject to taxation in various state jurisdictions with an
average statutory tax rate of approximately 5%. With the expected international
expansion, a portion of the Company's income will be subject to taxation in the
country in which it operates and the Company may be eligible for foreign tax
credits for the amount of foreign taxes paid in a given period to offset taxes
otherwise payable. The Company may not be able to fully utilize such foreign tax
credits in the United States. The use of the foreign tax credits would be based
upon the proportionate amount of net sales in each country. This could result in
the Company paying a higher overall effective tax rate on its worldwide
operations. Many of the countries in which the Company is considering for
expansion during 1998 and beyond have maximum statutory tax rates in excess of
the United States rate.

REORGANIZATION

In December 1994, to achieve certain tax efficiencies and to protect certain
of the Company's proprietary rights, the Company transferred certain rights and
interest in intellectual property, its right to use a supplier's trademark and
its marketing rights to two affiliated partnerships (the "Royalty Partnership"
and the "Marketing Partnership," respectively). The Marketing Partnership was
owned by two affiliated partnerships that also shared common ownership with the
Company (collectively with the Royalty Partnership and the Marketing
Partnership, the "Partnerships"). The respective ownership interests in the
Partnerships were structured with the intention of retaining the same economic
interests among the partners as that of the shareholders of the Company. In the
case of the intellectual property and trademark transferred to the Royalty
Partnership, the Company entered into a 17-year agreement with the Royalty
Partnership to pay a royalty based on sales volume. In the case of the Marketing
Partnership, the Company paid a commission based on a specified percentage of
sales volume. At the time of transfer, the rights and interest in intellectual
property, supplier's trademark and marketing rights had a minimal basis. During
1994, the Company also entered into separate incentive compensation agreements
with two of its shareholders pursuant to which the Company agreed to pay
commissions based on specified monthly sales volumes and increases in number of
new enrolled Associates. These agreements were designed to compensate for the
differences in ownership in the Partnerships for one of the principal
shareholders and to provide compensation to a shareholder in lieu of receiving a
Partnership interest.

On June 1, 1997, in order to simplify the Company's ownership structure and
consolidate all operating activities, the Company entered into agreements to
effect the Reorganization through merging with the corporate general partners of
the Partnerships in which the Company was the surviving corporation and
exchanging shares of Common Stock for the entire ownership interests of the
Partnerships. Pursuant to the Reorganization, the Company issued an aggregate of
10,000,000 shares of Common Stock to holders of the general partnership and
limited partnership interests. In addition, during May and June 1997 the Company
issued 2,027,571 shares of Common Stock in consideration for the cancellation of
incentive compensation agreements with two shareholder-employees and four other
employees of the Company, including 626,971 shares issued to cancel incentive
compensation agreements that had been provided in lieu of ownership interests in
the Partnerships. See Note 9 to the Financial Statements. The net effect of the
foregoing transactions was to increase the number of shares of Common Stock
outstanding by 12,027,571 while retaining substantially the same relative
ownership of the Company. The only ownership percentage change among the
original shareholders related to 208,024 shares granted to one shareholder in
recognition of significant contributions to the Company, which resulted in minor
dilution to the other original seven shareholders at the time of the exchange.
No monetary consideration changed hands and the changes were designed to
reestablish the original economic characteristics of the Company. Other than the
new shares issued to the four employees to cancel their incentive compensation
agreements, relative ownership interests, as evidenced by retention of economic
risks and benefits, remained virtually the same. After the exchange, the Company
terminated and liquidated the Partnerships at no gain or loss.

RESULTS OF OPERATIONS

The following table summarizes the Company's operating results as a
percentage of net sales for each of the periods indicated:

NINE MONTHS ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------------- --------------------
1995 1996 1997 1997 1998
--------- --------- --------- --------- ---------

Net sales.......................................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales...................................... 15.2 15.5 16.4 16.1 16.8
Commissions........................................ 38.5 40.7 41.0 40.9 39.8
--------- --------- --------- --------- ---------
Gross profit..................................... 46.3 43.8 42.6 43.0 43.4
Operating expenses:
Selling and administrative expenses.............. 21.9 20.6 18.5 17.9 18.4
Other operating costs............................ 16.4 13.6 12.9 12.1 12.8
Cancellation of incentive compensation
agreements..................................... - - 1.5 1.6 -
Write-off of deferred offering costs............. - - - - 0.8
--------- --------- --------- --------- ---------
Income from operations............................. 8.0 9.6 9.7 11.4 11.4
Other (income) expense, net........................ 0.5 (0.1) (0.0) 0.2 0.0
--------- --------- --------- --------- ---------
Income before income taxes......................... 7.5 9.7 9.7 11.2 11.4
Income tax expense................................. 0.2 1.4 2.7 3.1 4.4
--------- --------- --------- --------- ---------
Net income......................................... 7.3% 8.3% 7.0% 8.1% 7.0%
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Number of starter packs sold....................... 66,623 97,813 133,461 103,562 76,620
Number of renewal packs sold....................... 907 19,875 41,219 29,597 44,157
--------- --------- --------- --------- ---------
Total number of packs sold......................... 67,530 117,688 174,680 133,159 120,777
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
Total Associates canceling Associate status........ 930 2,503 5,163 3,645 4,656
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------

NINE MONTHS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1997

NET SALES. Net sales increased 10.62% to $122.9 million for the nine months
ended September 30, 1998 from $111.1 million for the nine months ended September
30, 1997. This increase was primarily attributable to the following:

- $6.3 million, or 53.4% was due to the sale of several new products
introduced during 1998 and existing products which were not available for
sale during the first nine months of 1997 for Canada.

- $12.2 million, or 103.4% was due to an increase in existing product sales,
which increase resulted solely from increases in volumes of products sold.

- ($6.7) million, or (56.8%) was due to an overall decrease in Associate
pack sales. The decrease resulted from a decrease of approximately ($7.4)
million in Associate packs sold with respect to the enrollment of new
Associates offset by a $700,000 increase in packs sold to Associates
renewing their association with the Company. The Company's fee structure
remained constant throughout this period; however, the Company added some
additional packs to its existing line. See "Business." Associate pack
sales decreased due to a delay in introducing new Associate packs or
starter packs until the second quarter of 1998. The Company believes,
based upon information received from many of its Associates, that many
Associates delayed signing up new Associates and their own renewal until
the new packs were available and the Company's operations in Australia had
begun. As the new Associate packs were not available until May 1998, it is
not possible to determine if the overall decrease in Associate pack sales
was attributable to a deferral of such revenue or a permanent loss.

COST OF SALES. Cost of sales increased 15.2% to $20.6 million for the nine
months ended September 30, 1998 from $17.9 million for the comparable period in
1997. As a percentage of net sales, cost of sales increased to 16.8% from 16.1%
for the nine months ended September 30, 1998 and 1997, respectively. The
increase in cost of sales was due to a $2.7 million increase in finished goods,
a ($100,000) decrease in freight due to changing vendors to save shipping costs
which was offset by an increase in sales volume and a $100,000 increase in
normal costs of spoilage and shrinkage of inventory which was due to the Company
utilizing a new vendor to blend raw materials used in its products.

COMMISSIONS. Commissions consist of payments to Associates for sales
activity and downline growth. Commissions increased 8.0% to $49.0 million for
the nine months ended September 30, 1998 from $45.5 million for the comparable
period in 1997. As a percentage of net sales, commissions decreased to 39.8% for
the nine months ended September 30, 1998 from 40.9% for the comparable period in
1997. The slight decrease as a percentage of net sales was the direct result of
a decrease in the number of Associate packs sold.

GROSS PROFIT. Gross profit increased 10.7% to $53.3 million for the nine
months ended September 30, 1998 from $47.7 million for the comparable period in
1997. As a percentage of net sales, gross profit increased to 43.4% for the nine
months ended September 30, 1998 from 43.0% for the comparable period in 1997.
These changes were primarily attributable to the factors described above.

SELLING AND ADMINISTRATIVE EXPENSES. Selling and administrative expenses
consist of human resource expenses, including wages, bonuses and marketing
expenses, and are a mixture of both fixed and variable expenses. Selling and
administrative expenses increased 13.6% to $22.6 million for the nine months
ended September 30, 1998 from $19.9 million for the comparable period in 1997.
As a percentage of net sales, selling and administrative expenses increased to
18.4% for the nine months ended September 30, 1998 from 17.9% for the comparable
period in 1997. The dollar amount increase was due primarily to sales increases
and $1.0 million expended on the Company's first large scale Associate meeting.

OTHER OPERATING COSTS. Other operating costs include utilities,
depreciation, travel, office supplies and printing expenses. Other operating
costs increased 17.2% to $15.7 million for the nine months ended September 30,
1998 from $13.4 million for the comparable period in 1997. As a percentage of
net sales, other operating costs increased to 12.8% for the nine months ended
September 30, 1998 from 12.1% for the comparable period in 1997. The dollar
amount increase was primarily related to the increase in sales, additional
expenses of $700,000 related to the opening of Australia, additional
depreciation expense of $700,000 related to the addition of the laboratory
located in the Company's worldwide headquarters, relocation of the distribution
center to its current location in January 1998 and the incurrence of various
other costs associated with the Company's planned international expansion. The
remaining increase was due to the increase in sales volume.

CANCELLATION OF INCENTIVE COMPENSATION AGREEMENTS. Cancellation of
incentive compensation agreements consisted of a one-time charge in 1997
totaling approximately $1.8 million at the end of the third quarter of 1997.
This charge resulted from the exchange of Common Stock for the cancellation of
certain incentive compensation agreements. There were no additional
cancellations during 1998. See "Certain Transactions."

WRITE-OFF OF DEFERRED OFFERING COSTS. During July 1998 the Company withdrew
its original underwritten institutional/retail offering. Approximately $940,000
related to the withdrawn offering, including underwriting expenses, printing
costs and roadshow costs, was expensed in the third quarter of 1998.

OTHER (INCOME) EXPENSE, NET. Other (income) expense consists of interest
income, royalties from vendors and settlement of lawsuits. Other (income)
expense decreased 102.3% to $4,000 for the nine months ended September 30, 1998
from ($174,000) for the comparable period in 1997. As a percentage of net sales,
other (income) expense decreased to 0.0% for the nine months ended September 30,
1998 from (0.2%) for the comparable period in 1997. The expense for the nine
months ended September 30, 1997 related primarily to legal actions and related
charges for the settlement of lawsuits totaling $110,000 that did not occur for
the comparable period in 1998.

INCOME TAX EXPENSE. Income tax expense increased 54.3% to $5.4 million for
the nine months ended September 30, 1998 compared to $3.5 million for the
comparable period in 1997. The effective tax rate increased to 38.5% for the
nine months ended September 30, 1998 from 26.9% for the comparable period in
1997. The increase in the effective tax rate was primarily the result of the
Company's reorganization, which began June 1, 1997. Prior to that date, the
income from the Partnerships was subject to income tax only at the individual
partners' level. See "Certain Transactions."

NET INCOME. Net income decreased 7.52% to $8.6 million for the nine months
ended September 30, 1998 from $8.9 million for the comparable period in 1997. As
a percentage of net sales, net income decreased to 7.0% for the nine months
ended September 30, 1998 from 8.1% for the comparable period in 1997. The
decrease resulted because the increase in sales was offset by the recording of
the write-off of the initial public offering expenses of approximately $1
million and the increase in the Company's effective tax rate.

YEARS ENDED DECEMBER 31, 1997 AND DECEMBER 31, 1996

NET SALES. Net sales increased 74.4% to $150.6 million in 1997 from $86.3
million in 1996. This increase was primarily attributable to the following:

- $46.9 million, or 72.9%, was due to an increase in existing product sales,
which increase resulted solely from increases in the volume of products
sold.

- $11.1 million, or 17.3%, was due to an increase in Associate pack sales.
Associate pack sales increased due to the enrollment of new Associates and
the sale of renewal packs to existing Associates. Approximately $5.9
million of the increase in Associate pack sales related to the sign up

of new Associates and $5.2 million related to the renewal of existing
Associates. The Company's fee structure remained constant throughout this
period.

- $6.3 million, or 9.8%, was due to the introduction in July 1997 of
MannaCleanse-TM-, an intestinal support product, and Bulk
Ambrotose-Registered Trademark-, a cell-to-cell communication support
product.

COST OF SALES. Cost of sales increased 84.3% to $24.7 million in 1997 from
$13.4 million in 1996. As a percentage of net sales, cost of sales increased to
16.4% for 1997 from 15.5% in 1996. The increase in cost of sales was due to a
$10.8 million increase in sales of finished goods, a $600,000 increase in
shipping costs due to increased sales volume, a $300,000 increase in shipping
costs for Canadian finished goods and a ($400,000) decrease in normal costs of
spoilage and shrinkage of inventory.

COMMISSIONS. Commissions increased 75.4% to $61.7 million in 1997 from
$35.2 million in 1996. As a percentage of net sales, commissions increased to
41.0% for 1997 from 40.7% in 1996.

GROSS PROFIT. Gross profit increased 70.0% to $64.2 million in 1997 from
$37.8 million in 1996. As a percentage of net sales, gross profit decreased to
42.6% in 1997 from 43.8% in 1996. These changes were primarily attributable to
the factors described above.

SELLING AND ADMINISTRATIVE EXPENSES. Selling and administrative expenses
increased 56.8% to $27.8 million in 1997 from $17.8 million in 1996. As a
percentage of net sales, selling and administrative expenses decreased to 18.5%
in 1997 from 20.6% in 1996. The dollar amount increase was primarily
attributable to an increase in bonuses and compensation paid and an increase in
number of employees to support the Company's growth in net sales. The decrease
in the percentage of net sales was primarily attributable to certain
efficiencies achieved by the Company in managing sales growth and reductions in
executive salaries beginning in June 1997 of approximately $600,000. Executive
salaries were reduced to reflect salaries commensurate with those paid by
similar public companies. The Company does not expect increases in executive
salaries in the foreseeable future other than those increases necessary in the
marketplace to recruit, reward and retain qualified executives.

OTHER OPERATING COSTS. Other operating costs increased 65.2% to $19.4
million in 1997 from $11.7 million in 1996. This increase was primarily due to
costs associated with the Company's relocation of its worldwide headquarters to
its current location in March 1997. As a result of the relocation the Company
had capital expenditures of approximately $9.6 million, which resulted in an
increase in depreciation expense of approximately $900,000. In addition, other
expenses, comprised of supplies, rent and miscellaneous equipment purchases,
increased by approximately $1.8 million. Utility and telephone expense increased
by approximately $2.0 million with the majority of the increase related to
telephone expense. The increase in telephone expense is related to the increase
in sales as the majority of the Company's sales are made by telephone or fax.
The increased sales volume leads to increased phone usage, which results in
higher costs. As a percentage of net sales, other operating costs decreased to
12.9% in 1997 from 13.6% in 1996. This decrease was primarily attributable to
increased sales volume and the Company achieving certain volume-based
efficiencies due to increased net sales. If sales volumes remain constant, these
volume-based efficiencies are expected to remain constant as they are directly
related to sales volumes.

CANCELLATION OF INCENTIVE COMPENSATION AGREEMENTS. Cancellation of
incentive compensation agreements consisted of a one-time charge in 1997
totaling approximately $2.2 million. This charge resulted from the exchange of
Common Stock for the cancellation of certain incentive compensation agreements.
See "Certain Transactions."

OTHER (INCOME) EXPENSE, NET. Other (income) expense decreased 62.9% to
($43,000) in 1997 from ($116,000) in 1996. As a percentage of net sales, other
(income) expense decreased to (0.0%) in 1997 from (0.1%) in 1996. The change in
1997 was primarily attributable to the settlement in 1997 of various lawsuits
totaling $110,000 versus settlement expense of $59,000 in 1996.

INCOME TAX EXPENSE. Income tax expense increased to $4.1 million in 1997
compared to $1.2 million in 1996. The effective tax rate increased significantly
to 28.0% in 1997 from 14.3% in 1996. The increase in the effective tax rate was
primarily the result of the Company's reorganization as of June 1, 1997. Prior
to that date, the Partnerships were subject to income tax only at the individual
partners' level. See "Certain Transactions."

NET INCOME. Net income increased 48.3% to $10.6 million in 1997 from $7.2
million in 1996. As a percentage of net sales, net income decreased to 7.0% in
1997 compared to 8.3% in 1996. This decrease was primarily related to the
cancellation of the incentive compensation agreements, additional income tax
expense and the reorganization of the Partnerships. See "Certain Transactions."

YEARS ENDED DECEMBER 31, 1996 AND DECEMBER 31, 1995

NET SALES. Net sales increased 169.1% to $86.3 million in 1996 from $32.1
million in 1995. This increase was primarily attributable to the following:

- $29.4 million, or 54.3%, was due to an increase in existing product sales,
which increase resulted solely from increases in the volume of products
sold.

- $18.0 million, or 33.2%, was due to an increase in Associate pack sales.
Associate pack sales increased due to the enrollment of new Associates and
the sale of renewal packs to existing Associates. Approximately $13.3
million of the increase in Associate pack sales related to the sign up of
new Associates and $4.7 million related to the renewal of existing
Associates. The Company's fee structure remained constant throughout this
period.

- $3.6 million, or 6.6%, was due to the introduction of a new nutritional
supplement product line, consisting of Profile 1, Profile 2 and Profile 3,
in May 1996, and the introduction of a new raw material,
Ambrotose-Registered Trademark-, in October 1996.

- $3.2 million, or 5.9%, was due to the commencement of operations in Canada
in April 1996, excluding Associate pack sales.

COST OF SALES. Cost of sales increased 174.7% to $13.4 million in 1996 from
$4.9 million in 1995. As a percentage of net sales, cost of sales increased to
15.5% in 1996 from 15.2% in 1995. The increase in cost of sales was comprised of
an $8.3 million increase in sales of finished goods and a $200,000 increase in
sales of finished goods in Canada.

COMMISSIONS. Commissions increased 184.9% to $35.2 million in 1996 from
$12.3 million in 1995. As a percentage of net sales, commissions increased to
40.7% in 1996 from 38.5% in 1995. The increase was primarily attributable to the
introduction of an additional type of commission for the Associates'
compensation plan during 1995. Once a commission plan is introduced, there is
generally a short time lag before the Associates begin to qualify for the
payment of commissions. During 1996, this new commission structure accounted for
a 4.3% increase (as a percentage of net sales) in total commissions.

GROSS PROFIT. Gross profit increased 154.2% to $37.8 million in 1996 from
$14.9 million in 1995. As a percentage of net sales, gross profit decreased to
43.8% in 1996 from 46.3% in 1995. These changes were primarily attributable to
the factors described above.

SELLING AND ADMINISTRATIVE EXPENSES. Selling and administrative expenses
increased 153.3% to $17.8 million in 1996 from $7.0 million in 1995. As a
percentage of net sales, selling and administrative expenses decreased to 20.6%
in 1996 from 21.9% in 1995. The dollar amount increase was primarily
attributable to sales increases. The decrease as a percentage of net sales was
primarily attributable to increased sales and the Company achieving certain
sales volume-based efficiencies for human resources and marketing expenses.

OTHER OPERATING COSTS. Other operating costs increased 123.6% to $11.7
million in 1996 from $5.3 million in 1995. As a percentage of net sales, other
operating costs decreased to 13.6% in 1996 from 16.4% in 1995. The dollar amount
increase was primarily attributable to the increase in sales, which was offset
by the Company recording approximately $400,000 in consulting fees associated
with the Company's entry into the Canadian market.

OTHER (INCOME) EXPENSE, NET. Other (income) expense in 1996 increased to
($116,000) from $181,000 in 1995. In 1995, the Company incurred an expense of
$180,600 as a result of the settlement of a lawsuit related to the termination
of a former employee. In 1996, the Company recorded an additional expense of
$59,000 related to the settlement of this lawsuit, which was more than offset by
approximately $160,000 of interest income and royalty income.

INCOME TAX EXPENSE. Income tax expense increased $1.1 million to $1.2
million in 1996 compared to $67,000 in 1995. The effective tax rate increased to
14.3% in 1996 from 2.7% in 1995. The effective tax rate significantly varied
from the statutory rate of 34% primarily due to the $5.8 million of Partnership
income included with the Company's income as discussed previously. See
"-Reorganization" and "Certain Transactions."

NET INCOME. Net income increased 206.2% to $7.2 million in 1996 from $2.3
million in 1995. As a percentage of net sales, net income increased to 8.3% in
1996 as compared to 7.3% in 1995. The increase was the result of the factors
described above.

SELECTED QUARTERLY STATEMENTS OF INCOME

The following table sets forth certain unaudited quarterly statement of
income data for each of the eleven quarters ending with the quarter ended
September 30, 1998. In the opinion of management, this information has been
prepared on the same basis as the audited Financial Statements contained herein
and includes all necessary adjustments, consisting only of normal recurring
adjustments, that the Company considers necessary to present fairly this
information in accordance with generally accepted accounting principles. This
information should be read in conjunction with the Financial Statements and
Notes thereto appearing elsewhere in this Prospectus. The Company's operating
results for any one quarter are not necessarily indicative of results for any
future period.

THREE MONTHS ENDED
------------------------------------------------------------------------------------------------------
MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31,
1996 1996 1996 1996(1) 1997 1997 1997 1997(2)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
(IN THOUSANDS)

STATEMENT OF INCOME
DATA:
Net sales.............. $ 14,432 $ 19,651 $ 23,424 $ 28,804 $ 33,383 $ 37,973 $ 39,746 $ 39,468
Cost of sales.......... 1,910 3,008 3,165 5,323 5,501 6,041 6,324 6,869
Commissions............ 5,891 8,060 9,554 11,650 13,685 15,586 16,189 16,217
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Gross profit....... 6,631 8,583 10,705 11,831 14,197 16,346 17,233 16,382
Operating expenses:
Selling and
administrative
expenses........... 2,640 4,447 3,811 6,866 5,827 7,762 6,351 7,906
Other operating
costs.............. 1,590 2,260 2,550 5,346 3,743 4,974 4,684 6,001
Cancellation of
incentive
compensation
agreements(4)...... -- - - - - 1,821 - 371
Write-off of deferred
offering costs..... - - - - - - - -
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Income (loss) from
operations........... 2,401 1,876 4,344 (381) 4,627 1,789 6,198 2,104
Other (income) expense,
net.................. (9) (16) - (91) 139 120 (85) (217)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Income (loss) before
income taxes......... 2,410 1,892 4,344 (290) 4,488 1,669 6,283 2,321
Income tax (benefit)
expense.............. 349 263 637 (55) 1,261 462 1,784 632
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income (loss) $ 2,061 $ 1,629 $ 3,707 $ (235) $ 3,227 $ 1,207 $ 4,499 $ 1,689
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
PRO FORMA
INFORMATION:(5)
Income (loss) before
income taxes, as
reported............. $ 2,410 $ 1,892 $ 4,344 $ (290) $ 4,488 $ 1,669 $ 6,283 $ 2,321
Pro forma provision for
income tax (benefit)
expense.............. 904 710 1,629 (109) 1,727 644 2,419 893
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Pro forma net income
(loss)............... $ 1,506 $ 1,182 $ 2,715 $ (181) $ 2,761 $ 1,025 $ 3,864 $ 1,427
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Number of starter packs
sold................. 21,114 24,368 25,613 26,718 32,547 36,134 34,881 29,899
Number of renewal packs
sold................. 1,419 5,930 6,808 5,718 8,000 10,922 10,675 11,622
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Total number of packs
sold................. 22,533 30,298 32,421 32,436 40,547 47,056 45,556 41,521
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Total Associates
canceling Associate
status............... 405 545 762 791 1,178 1,280 1,187 1,518
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

MAR. 31, JUNE 30, SEPT. 30,
1998 1998 1998(3)
----------- ----------- -----------

STATEMENT OF INCOME
DATA:
Net sales.............. $ 41,088 $ 42.637 $ 39,128
Cost of sales.......... 6,060 7,484 7,037
Commissions............ 16,884 16,988 15,103
----------- ----------- -----------
Gross profit....... 18,144 18,165 16,988
Operating expenses:
Selling and
administrative
expenses........... 7,684 7,257 7,681
Other operating
costs.............. 4,696 5,342 5,641
Cancellation of
incentive
compensation
agreements(4)...... - - -
Write-off of deferred
offering costs..... - - 941
----------- ----------- -----------
Income (loss) from
operations........... 5,764 5,566 2,725
Other (income) expense,
net.................. (62) 41 17
----------- ----------- -----------
Income (loss) before
income taxes......... 5,826 5,525 2,708
Income tax (benefit)
expense.............. 2,209 2,161 1,043
----------- ----------- -----------
Net income (loss) $ 3,617 $ 3,364 $ 1,665
----------- ----------- -----------
----------- ----------- -----------
PRO FORMA
INFORMATION:(5)
Income (loss) before
income taxes, as
reported.............
Pro forma provision for
income tax (benefit)
expense..............

Pro forma net income
(loss)...............

Number of starter packs
sold................. 30,261 29,176 17,183
Number of renewal packs
sold................. 13,892 8,636 21,629
----------- ----------- -----------
Total number of packs
sold................. 44,153 37,812 38,812
----------- ----------- -----------
----------- ----------- -----------
Total Associates
canceling Associate
status............... 1,376 1,597 1,683
----------- ----------- -----------
----------- ----------- -----------

- ----------------------------------

(1) For the fourth quarter of 1996 cost of sales included various
book-to-physical inventory adjustments and write off of identified obsolete
inventory. Selling and administrative expenses included an accrual for
discretionary bonuses to all employees and a charge for severance packages.
Other operating costs increased due to certain year-end accruals for
attorneys' fees, travel and general operating expenses.

(2) For the fourth quarter of 1997 cost of sales included an adjustment for the
abnormal conversion of approximately $133,000 of raw materials by a
manufacturer and a write-off of identified obsolete inventory. The Company
now sells raw materials to its manufacturers and repurchases finished goods,
which should prevent future losses on abnormal conversions. Selling and
administrative expenses included accruals for (i) discretionary bonuses for
all employees, (ii) termination expenses and (iii) disputed freight
expenses. Other operating costs increased for the accrual of various
attorney and consulting fees and compensation expenses related to the
issuance of stock options to certain nonemployees.

(3) In September 1998, the Company recorded a charge of approximately $941,000
for the abandonment of the initial public offering which began in September
1997.

(4) In June 1997 the Company recorded a one-time charge to operations for the
issuance of Common Stock in exchange for the cancellation of certain
incentive compensation agreements. An additional incentive compensation
agreement was cancelled in December 1997. See "-Reorganization" and "Certain
Transactions."

(5) The pro forma information shows the Company's net income as if all income
earned by the Company and the Partnerships was taxable at federal and
statutory rates.

As the table above indicates, the Company has experienced a declining rate
of growth in recent quarters. The decreased rate results primarily from the
increased base on which the growth rate is computed and a shrinking base of
potential new Associates in its existing markets. The Company has relied on its
historical growth to provide the operating cash flows used to fund its current
infrastructure in property, equipment and personnel. The Company believes it
currently has an infrastructure capable of supporting its historical growth for
the next three to five years. The Company does not anticipate that future rates
of growth will be equal to historic rates of growth due to the increased base on
which the rate of growth is computed. The Company's inability to maintain its
historic rate of growth is not expected to have an adverse effect on operations
due to the relatively high gross profit margins and current sales base. The
Company expects expansion into international markets to provide expanded growth
opportunities. If the Company is unable to maintain current levels of growth,
seasonal declines in sales revolving around the holiday period in the fourth
quarter may become apparent.

The following table sets forth certain unaudited quarterly results of
operations expressed as a percentage of net sales for each of the eleven
quarters ending with the period ended September 30, 1998.

THREE MONTHS ENDED
------------------------------------------------------------------------------------------------------
MAR. 31, JUNE 30, SEPT. 30, DEC. 31, MAR. 31, JUNE 30, SEPT. 30, DEC. 31,
1996 1996 1996 1996 1997 1997 1997 1997
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

AS A PERCENTAGE OF NET
SALES:
Net sales.............. 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales.......... 13.2 15.3 13.5 18.5 16.5 15.9 15.9 17.4
Commissions............ 40.8 41.0 40.8 40.4 41.0 41.0 40.7 41.1
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Gross profit......... 46.0 43.7 45.7 41.1 42.5 43.1 43.4 41.5
Operating expenses:
Selling and
administrative
expenses........... 18.3 22.6 16.3 23.8 17.5 20.4 15.9 20.1
Other operating
costs.............. 11.0 11.5 10.9 18.6 11.2 13.1 11.7 15.2
Cancellation of
incentive
compensation
agreements......... -- - - - - 4.8 - 0.9
Write-off of deferred
offering costs..... - - - - - - - -
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Income (loss) from
operations........... 16.7 9.6 18.5 (1.3) 13.8 4.8 15.8 5.3
Other (income) expense,
net.................. -- - - 0.3 0.4 0.3 (0.2) (0.5)
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Income (loss) before
income taxes, as
reported............. 16.7 9.6 18.5 (1.0) 13.4 4.5 16.0 5.8
Income tax (benefit)
expense.............. 2.4 1.3 2.7 (0.2) 3.8 1.2 4.4 1.6
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Net income (loss)...... 14.3% 8.3% 15.8% (0.8%) 9.6% 3.3% 11.6% 4.2%
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

MAR. 31, JUNE 30, SEPT. 30,
1998 1998 1998
----------- ----------- -----------

AS A PERCENTAGE OF NET
SALES:
Net sales.............. 100.0% 100.0% 100.0%
Cost of sales.......... 14.7 17.6 18.0
Commissions............ 41.0 39.8 38.6
----------- ----------- -----------
Gross profit......... 44.3 42.6 43.4
Operating expenses:
Selling and
administrative
expenses........... 18.7 17.0 19.6
Other operating
costs.............. 11.4 12.5 14.4
Cancellation of
incentive
compensation
agreements......... - - -
Write-off of deferred
offering costs..... - - 2.4
----------- ----------- -----------
Income (loss) from
operations........... 14.2 13.1 7.0
Other (income) expense,
net.................. (0.1) 0.1 0.0
----------- ----------- -----------
Income (loss) before
income taxes, as
reported............. 14.3 13.0 7.0
Income tax (benefit)
expense.............. 5.3 5.0 2.7
----------- ----------- -----------
Net income (loss)...... 9.0% 8.0% 4.3%
----------- ----------- -----------
----------- ----------- -----------

The Company may experience variations on a quarterly basis in its results of
operations, in response to, among other things: the timing of Company-sponsored
Associate events; new product introductions;

the opening of new markets; the timing of holidays, especially in the fourth
quarter, which may reduce the amount of time Associates spend selling the
Company's products or recruiting new Associates; the adverse effect of
Associates' or the Company's failure, and allegations of their failure, to
comply with applicable government regulations; the negative impact of changes in
or interpretations of regulations that may limit or restrict the sale of certain
of the Company's products; the operation of its network marketing system; the
introduction of its products into each market; the recruitment and retention of
Associates; the inability of the Company to introduce new products or the
introduction of new products by the Company's competitors; general conditions in
the nutritional supplement and personal care industries or the network marketing
industry; and consumer perceptions of the Company's products and operations. In
particular, because the Company's products are ingested by consumers or applied
to their bodies, the Company is highly dependent upon consumers' perception of
the safety, quality and effectiveness of its products. As a result, substantial
negative publicity, whether founded or unfounded, concerning one or more of the
Company's products or other products similar to the Company's products could
adversely affect the Company's business, results of operations and financial
condition.

As a result of these and other factors the Company's quarterly revenues,
expenses and results of operations could vary significantly in the future, and
period-to-period comparisons should not be relied upon as indications of future
performance. There can be no assurance that the Company will be able to increase
its revenues in future periods or be able to sustain its level of revenue or its
rate of revenue growth on a quarterly or annual basis. Furthermore, no
assurances can be given that the Company's revenue growth rate in new markets
where operations have not commenced will follow this pattern. Due to the
foregoing factors, the Company's future results of operations could be below the
expectations of public market analysts and investors. In such event, the market
price of the Common Stock would likely be materially adversely affected.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal capital requirement is to fund working capital to
support its growth. To date, the Company has financed its operations primarily
through cash flows derived from operating activities. Primarily as a result of
the Company's investment in the infrastructure necessary to support the rapid
growth of the Company, the Company had working capital deficiencies of $2.6
million, $9.2 million and $11.3 million as of December 31, 1996, December 31,
1997 and September 30, 1998, respectively. During 1997 and the first nine months
of 1998, the Company invested approximately $7.5 million and $4.9 million,
respectively, in its property and equipment. These projects were funded
primarily from operating cash flow which negatively impacted working capital.
The Company also distributed approximately $4.0 million during 1997 to the
Partnerships and approximately $6.9 million and $9.3 million in dividends to its
shareholders in 1997 and the first nine months of 1998, respectively.
Additionally, current liabilities increased due to increased commissions, income
taxes and inventory purchases, all of which are directly related to increased
sales volume in 1997 and the first nine months of 1998. The Company believes its
current facilities are sufficient to support near-term growth. The reduction in
capital spending, combined with the Company's intention to cease future
distributions to shareholders, is expected to reduce or eliminate the Company's
working capital deficiencies in the future.

In January 1998, the Company entered into a $1.5 million interim lease
line-of-credit agreement (the "Line of Credit Agreement") with Banc One Leasing
Corporation to fund the purchase of furniture and certain capital equipment in
connection with the Company's relocation to its new facility. The Line of Credit
Agreement bears interest at the prime interest rate of Bank One, Columbus, NA
plus one-half percent, is secured by the leased assets, is guaranteed by two of
the Company's shareholders and will expire on December 15, 1998. The Line of
Credit Agreement allows the Company to convert amounts drawn thereunder into
capital leases and, in March and August 1998, the Company converted $631,000 and
$840,000, respectively which had been drawn on the Line of Credit Agreement into
a capital lease (the "Capital Lease"). The Capital Lease bears interest at 9.3%,
is collateralized by the leased assets and is payable in 36 installments. In
July 1998, the Company entered into a thirty-six month, unsecured note

payable with an insurance company to finance its product liability insurance
premium. The note bears interest at 8.0%.

The Company plans to improve its working capital position, make additional
investments in its new distribution center, research and development laboratory,
and complete its internally developed software program. The Company intends to
fund these initiatives with proceeds from this offering, net cash provided by
operating activities and additional borrowings under the Line of Credit
Agreement described above. See "Use of Proceeds."

Net cash provided by operating activities was $3.1 million, $9.6 million,
$19.8 million and $15.2 million in 1995, 1996, 1997 and for the nine months
ended September 30, 1998, respectively. Throughout these periods, the Company
experienced increases in net income as a result of increases in net sales, which
were partially offset by increases in inventories.

Net cash used in investing activities was $843,000, $3.2 million, $9.3
million and $4.3 million in 1995, 1996, 1997 and the nine months ended September
30, 1998, respectively. These activities consisted primarily of purchases of
property and equipment in connection with the Company's relocation to its new
facility in April 1997, and the relocation of the Company's distribution center
and build out of its research and development facility in the first quarter of
1998.

Net cash used in financing activities totaled $1.6 million, $6.2 million,
$11.6 million and $9.6 million in 1995, 1996, 1997 and for the nine months ended
September 30, 1998, respectively. In 1995, 1996 and through the reorganization
of the Company in June 1997, the Company made distributions to partners of the
Partnerships. Following the reorganization, the Company has paid dividends on a
monthly basis to its shareholders in the amount of $0.02-$0.06 per share and
expects to continue to pay dividends each month until the consummation of this
offering. See "Dividend Policy."

The Company anticipates that its existing capital resources, including cash
provided by operating activities and bank borrowings, together with the
anticipated proceeds from this offering, will be adequate to fund the Company's
operations for at least the next 12 months. Of the net proceeds to the Company,
the Company intends to use approximately (i) $6.06 to $9.84 million, depending
upon the number of shares sold in this offering, to cover the costs of
international expansion, primarily product registration, initial inventory
requirements, and similar items, (ii) $5.0 million for working capital and
general corporate purposes and (iii) $1.6 million for the repayment of debt,
assuming the sale of maximum number of shares offered by the Company hereby. The
Company has no present commitments or agreements with respect to any
acquisitions or purchases of manufacturing capabilities, new technologies or raw
material sources. There can be no assurance that changes will not occur that
would consume available capital resources before such time. The Company's
capital requirements depend on numerous factors, including the timing and pace
of the Company's entry into international markets, growth in the number of
Associates and its research and development efforts. To the extent that the
Company's existing capital resources, together with the anticipated proceeds of
this offering, are insufficient to meet its capital requirements, the Company
will be required to raise additional funds. There can be no assurance that
additional funding, if necessary, will be available on favorable terms, if at
all.

RECENT FINANCIAL ACCOUNTING STANDARDS BOARD STATEMENTS

In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("FAS") No. 130, "Reporting
Comprehensive Income." FAS 130 establishes standards for the report and display
of comprehensive income and its components (revenues, expenses, gains, and
losses) in a full set of general purpose financial statements. FAS 130 requires
that an enterprise (i) classify items of other comprehensive income by their
nature in a financial statement and (ii) display the accumulated balance of
other comprehensive income separately from retained earnings and additional
paid-in capital in the equity section of a statement of financial position. FAS
130 is effective for fiscal years beginning after December 15, 1997. The Company
does not have any items of other comprehensive income for any period presented.

In June 1997, the FASB issued FAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information." FAS 131 established standards for reporting
information about operating segments in annual financial statements and requires
reporting of selected information about operating segments in interim financial
reports issued to shareholders. FAS 131 also establishes standards for related
disclosure about products and services, geographic areas and major customers.
FAS 131 is effective for financial statements for periods beginning after
December 15, 1997, and requires the restatement of disclosures for earlier
periods for comparative purposes unless the information is not readily
available, in which case a description of unavailable information is required.
Currently, this pronouncement is not applicable to the Company.

In February 1998, the FASB issued FAS No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits." FAS 132 revises footnote disclosure
requirements for employer pensions and other retiree benefits, standardizes the
disclosure requirements, requires additional information on changes in the
benefit obligations and calculating the fair values of plan assets, and
eliminates certain disclosures. FAS 132 is effective for financial statements
for periods beginning after December 15, 1997. As the Company does not provide a
defined benefit plan, this pronouncement will not impact the Company.

In June 1998, the FASB issued FAS No. 133, "Accounting for Derivatives,
Investments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative financial instruments, including certain
derivative financial instruments imbedded in other contracts and for hedging
activities. FAS 133 is effective for all fiscal quarters beginning after June
15, 1999. As the Company does not have any derivative financial instruments,
this pronouncement will not impact the Company.

YEAR 2000 COMPLIANCE

The Company's management recognizes the need to ensure that its operations
and relationships with vendors, Associates and other third parties will not be
adversely impacted by software processing errors arising from calculations using
the Year 2000 and beyond. Many existing computer programs and databases use only
two digits to identify a year in the date field (i.e., 98 would represent 1998).
If not corrected, many computer systems could fail or create erroneous results
in the Year 2000. The Company believes all of its internal information systems
currently in use are Year 2000 ready, largely due to the short operating history
of the Company. The majority of the Company's critical business applications
have been developed internally, in the past two years, with Year 2000 ready
tools. With respect to non-information technology systems issues, the Company is
in the process of identifying, assessing and remediating, if necessary its
building and utility systems for any Year 2000 issues relating to the
functionality of its facilities. All remaining remediation and testing of
non-information technology systems is expected to be performed and completed by
June 30, 1999.

The Company has begun communications with its vendors and other third
parties to determine the extent that these related systems may not be Year 2000
ready. Because the Company is still in the initial stages of these
communications, the Company can not determine if such failures are possible and,
if so, the extent that such failures would impact the Company. If one of the
Company's primary suppliers of ingredients were to have Year 2000 problems, it
is possible that these problems could have a material effect on the Company's
operations.

Management expects the total cost associated with Year 2000 identification,
remediation and testing to be between $400,000 and $800,000. The expected costs
represent approximately 5-10% of the total information technology budget. The
Company has spent $20,000 at September 30, 1998 on the Year 2000 issue.

Should any or all of the applications fail to perform properly on January 1,
2000 the Company will resort to temporary manual processing, which is not
expected to have a material adverse impact on its short-term operations. Failure
to achieve Year 2000 readiness by any of the Company's vendors, while

expected to cause some disruption to operations in the short-term, is not
expected to have a material impact on the Company's operations.

IMPACT OF INFLATION

The Company believes that inflation has not had a material impact on its
historical operations or profitability.

BUSINESS

GENERAL

Mannatech develops and sells proprietary nutritional supplements and topical
products through a network marketing system. The Company sells its products in
the United States and Canada, through a network consisting of approximately
226,000 active Associates (an "active" Associate has purchased products from the
Company within the last 12 months) as of September 30, 1998, and has begun to
expand into Australia, while continuing to assess the potential of other foreign
markets. Since commencing operations in November 1993, the Company's sales have
grown from approximately $8.4 million in 1994 to approximately $150.6 million in
1997.

Ambrotose-Registered Trademark- Complex is the cornerstone of the Company's
product lines. These products are designed to support various systems and
functions of the human body, including (i) the cell-to-cell communication
system, (ii) the immune system, (iii) the endocrine system, (iv) the intestinal
system and (v) the dermal system. The Company also markets products designed to
aid in sports performance and nutritional support. The Company's products,
Man-Aloe-Registered Trademark-, Ambrotose-Registered Trademark- and Bulk
Ambrotose-Registered Trademark-, are designed to support cell-to-cell
communication. For immune system support, the Company offers
Phyt-Aloe-Registered Trademark-, for adults, and
Phyto-Bears-Registered Trademark-, a chewable gummi-bear nutritional supplement
product marketed to children but popular with adults. Other products include
MVP-TM- and Plus for endocrine system support, MannaCleanse-TM- for intestinal
system support and Emprizone-Registered Trademark-, Firm and Naturalizer for
dermal care. The Company offers several products designed to aid sports
performance by enhancing the body's natural recovery process and supporting lean
tissue development, including Em-Pact-TM-, Bulk Em-Pact-TM- and Sport with
Ambrotose-Registered Trademark-. The Company also markets Profile 1, Profile 2
and Profile 3, which support the body's nutritional needs.

In March 1998, the Company introduced MannaBAR-TM-, a nutritional supplement
bar in two versions that contain the equivalent of the Company's recommended
minimum daily supply of Ambrotose-Registered Trademark-Complex,
Phyt-Aloe-Registered Trademark- and Plus. In September 1998 the Company
introduced Manna-C-TM-, a nutritional support for nasal and sinus health
containing Ambrotose-Registered Trademark- Complex, monosaccharides necessary to
the manufacture of glycoproteins and an herbal blend of Vitamin C and other
nutrients which support most cell functions and, in October 1998, released
Ambrostart-TM-, a nutritional support fiber drink containing
Ambrotose-Registered Trademark- Complex, and Bulk Phyt-Aloe-TM- an immune
support system product. In addition to MannaBAR-TM- and Manna-C-TM-, the Company
plans to release additional products as new nutritional compounds or areas of
consumer demand are identified by the Company. All new products are expected to
contain proprietary components.

INDUSTRY OVERVIEW

The nutritional supplements industry is highly fragmented and intensely
competitive. It includes companies that manufacture and distribute products
which are generally intended to enhance the body's performance and well being.
Nutritional supplements include vitamins, minerals, dietary supplements, herbs,
botanicals and compounds derived therefrom. Opportunities in the nutritional
supplements industry were enhanced by the enactment of the Dietary Supplement
Health and Education Act of 1994 ("DSHEA"). Under DSHEA, vendors of dietary
supplements are now able to educate consumers regarding the effects of certain
component ingredients.

According to Packaged Facts, an independent consumer market research firm,
the retail market for nutritional supplements has experienced a compound annual
growth rate in the United States of over 15% from 1992 to 1996. Sales in the
principal domestic market in which the Company's products compete totaled
approximately $6.5 billion in 1996. The Company believes that growth in the
nutritional supplement market is driven by several factors, including (i) the
general public's heightened awareness and understanding of the connection
between diet and health, (ii) the aging population, particularly the baby-boomer
generation, which is more likely to consume nutritional supplements, (iii)
product introductions in response to new scientific research and (iv) the
nationwide trend toward preventive medicine.

Nutritional supplements are sold primarily through mass market retailers,
including mass merchandisers, drug stores, supermarkets and discount stores;
health food stores; mail order companies; and direct sales organizations. Direct
selling, of which network marketing is a significant segment, has been enhanced
in the past decade as a distribution channel due to advancements in technology
and communications resulting in improved product distribution and faster
dissemination of information. The distribution of products through network
marketing has grown significantly in recent years. The World Federation of
Direct Selling Associations (the "WFDSA") reports that, from 1990 through 1996,
worldwide direct distribution of goods and services to consumers increased
approximately 65%, resulting in the sale of nearly $80 billion of goods and
services in 1996. According to the "Survey of Attitudes toward Direct Selling,"
commissioned by the Direct Selling Association (the "DSA"), and conducted and
prepared by Wirthlin Worldwide (the "Wirthlin Report"), among the three
categories experiencing the greatest gains in the direct selling industry since
1976 are food, nutrition and wellness products.

According to the Wirthlin Report, approximately 51% of the American public
has purchased products or services from a direct selling company at some point
in the past, with 29% of those having made such a purchase in the last 12
months. Four in 10 adult Americans have expressed an interest in direct selling
as a method of buying products and services, and 23% of those who have never
purchased products and services from direct selling companies are interested in
direct selling. The Company believes it is positioned to capitalize on the
trends of growth in direct sales and demand for nutritional supplement products.

OPERATING STRENGTHS

The Company's two-fold business strategy is to (i) develop a proprietary
line of nutritional supplements having both health benefits and mass appeal to a
general population demanding non-toxic healthcare alternatives, and (ii) provide
an appealing framework for persons interested in the products to establish a
direct sales business. The Company believes that it will be able to continue its
growth by capitalizing on the following operating strengths:

PROPRIETARY PRODUCT OFFERINGS. The Company offers an innovative line of
products based upon its proprietary, patent-pending research. The Company
believes that the discovery and development of products containing certain
carbohydrates necessary to optimum health represents an expanding business
opportunity for the Company. The Company recognized the nutritional need for the
eight known

monosaccharides to support optimal health, and developed and filed a patent
application on a compound containing these monosaccharides. The Company includes
this compound, Ambrotose-Registered Trademark-Complex, in each of its products.
The Company believes that maintaining a proprietary line of products is
important for two reasons: (i) it is a marketing factor that differentiates the
Company from its competitors; and (ii) the limited availability helps to drive
demand and enables premium pricing.

SUPERIOR RESEARCH AND DEVELOPMENT CAPABILITY. The Company believes that its
experienced personnel and new research and development facilities will allow it
to develop and market additional new proprietary products. The Company's
research and development efforts are led by two scientists with an aggregate of
34 years of experience designing products based on emerging carbohydrate
technology. In March 1998, the Company completed construction of a
technologically advanced laboratory to be used for both quality assurance and
product development. As a complement to its in-house staff and facilities, the
Company has sought, and will continue to seek, strategic alliances with several
large manufacturers of nutritional supplements. These companies work with the
Company to create, develop and manufacture its proprietary products and lend
additional guidance which is helpful to the Company's strategic planning. In
addition, the Company works with other smaller product companies to identify and
develop new innovative niche products.

STRONG ASSOCIATE SUPPORT PHILOSOPHY. The Company is committed to providing
the highest level of support services to its Associates. The Company believes
that it meets the needs of, and builds loyalty with, its Associates through its
highly personalized and responsive customer service. Company-sponsored Associate
events held several times throughout the year provide education and motivation
for thousands of Associates. These conferences feature a schedule of events that
offers information, aids in business development for Associates and provides a
venue for Associates to interact with the leading distributors and researchers
of the Company. In addition, the Company believes it offers one of the most
financially rewarding compensation plans offered to Associates in the direct
selling industry. Commissions as a percentage of net sales were 38.5%, 40.7%,
41.0%, and 39.8% for 1995, 1996, 1997 and the nine months ended September 30,
1998, respectively.

FLEXIBLE OPERATING STRATEGY. The Company considers flexibility to be a key
component of its existing and ongoing success. The Company outsources production
and forms strategic alliances to minimize capital expenditure where practicable.
However, the Company maintains control of key operating functions, including
product development and formulation, product warehousing and distribution,
financial and operating functions and proprietary product raw material sourcing.
The Company believes it is positioned to enter international markets in an
efficient and cost-effective manner by leveraging the expertise and resources of
its strategic allies in the areas of distribution and logistics, call center
operations, product registration and export requirements. Information technology
also plays a key role in providing operating flexibility to the Company. The
proprietary technology systems used by the Company are designed to be quickly
and easily adaptable in order to support expansion into new markets. By
developing this technology infrastructure, the Company believes it has reduced
the risks associated with operational inefficiencies typically encountered by
network marketing companies during periods of rapid growth.

EXPERIENCE AND DEPTH OF MANAGEMENT TEAM. The Company's management team is
comprised of experienced individuals drawn from a variety of backgrounds and
expertise in certain fields, including product research and development,
marketing, direct sales, legal and compliance, information technology and
product distribution. All principal managers have substantial business
experience, most with larger concerns, and bring the perspective of traditional
business to the multi-level marketing endeavor of the Company. The goal of the
management team is to provide a sound, systematic, reliable framework within
which each Associate can fit his or her personal style of conducting business.

GROWTH STRATEGY

The Company's primary growth strategy is to increase product sales through
existing distribution channels, to continue to expand operations in existing
markets in the United States and Canada and to enter select foreign markets. The
Company believes that its growth will be based on the following factors:

INTRODUCE NEW PRODUCTS. The Company's product development strategy is to
expand its existing product lines and bring new proprietary and, where possible,
patentable products to market that can be developed into new product lines.
Since its inception, the Company has introduced new products each year,
including, in the first nine months of 1998, MannaBARs-TM-, Manna-C-TM-,
Ambrostart-TM- and Bulk Phyt-Aloe-TM-. The Company currently intends to
introduce new products each year, which are expected to contain one or more
proprietary components and complement existing products. The Company believes
that its newly enhanced research and development capabilities will facilitate
its ability to develop these new products.

ATTRACT NEW ASSOCIATES AND ENHANCE ASSOCIATE PRODUCTIVITY. The Company has
enjoyed significant growth in the number of Associates by leveraging its
operating strengths and creating a business climate which promotes growth in the
number of Associates qualifying for recognition and increases the retention,
motivation and productivity of high-level Associates. The Company plans to
introduce new Associate achievement levels in part to encourage greater
retention, motivation and productivity. In addition, the Company plans to
encourage growth in the number of Presidential Associates, currently the highest
level of achievement attainable by an Associate, by modifying Associate events
and recognition programs.

ENTER NEW MARKETS. In October 1998, the Company opened its Australian
headquarters in St. Leonards, Australia and is further exploring the
possibilities for further expansion in several additional countries. By
employing its flexible operating strategy in the international sector, the
Company believes it will be able to enter new markets in a cost-effective and
efficient manner. In addition, the Company will evaluate the following factors
in its decision to expand into new markets: (i) size of market; (ii) anticipated
demand; and (iii) ease of entry. The Company believes that growth potential
exists in international markets. See "Risk Factors-Risks Associated with
International Expansion."

PRODUCTS

The Company markets a line of quality, proprietary products, including 20
different nutritional products and three topical products. The Company also
offers a variety of sales aids, including enrollment and renewal packs (which
include products), brochures and videotapes which accounted for approximately
24.7% of net sales in 1997. The Company believes its focused product line
contributes to efficient distribution and inventory management.

The Company believes that the discovery and use of certain carbohydrates
offers significant potential for nutritional benefits. Healthy bodies, comprised
of many sophisticated components working together, must have accurate internal
communication to function at an optimal level. In its most basic form, this
communication occurs at the cellular level and is referred to by molecular
biologists as cell-to-cell communication. To maintain a healthy body, cells must
"talk" to other cells. Scientists have learned that glycoproteins, or molecules
found on the surface of all cells, play a key role in all cell-to-cell
communication. The name, glycoprotein, is derived from the molecules'
composition: sugar (glyco) and protein. Because up to 85% of glycoproteins are
composed of specific monosaccharides, the body's need for these carbohydrates is
important.

HARPER'S BIOCHEMISTRY, a leading biochemistry reference source, lists eight
monosaccharides commonly found in human glycoproteins which are known to be
important to the healthy functioning of cell-to-cell communications in the human
body. These monosaccharides are fucose, galactose, glucose, mannose,
N-acetylgalactosamine, N-acetylglucosamine, N-acetylneuraminic acid and xylose,
and belong to a universe of approximately 200 monosaccharides found in nature.

The Company recognized the human body's need for these monosaccharides to
support optimal health. In response, the Company developed and filed a patent
application on Ambrotose-Registered Trademark- Complex, which is directed at
these monosaccharides and their various uses. By filing this patent application,
the Company seeks to establish a proprietary position in the nutritional
supplement market. This proprietary glyconutritional compound,
Ambrotose-Registered Trademark- Complex, is a component of each of the Company's
products.

The following chart lists the Company's products as of November 15, 1998.

CELL-TO-CELL ENDOCRINE INTESTINAL DERMAL
COMMUNICATION IMMUNE SYSTEM SYSTEM SYSTEM SYSTEM
--------------------- ------------- --------------- --------------- -------------
----------------------------------------------------------------------------------------------------

Ambrostart-TM-................ X X

Ambrotose-Registered
Trademark-.................. X
----------------------------------------------------------------------------------------------------

Bulk Ambrotose-Registered
Trademark-.................. X

Bulk Em-Pact..................
----------------------------------------------------------------------------------------------------

Bulk Phyt-Aloe-TM-............ X

Em-Pact-TM-...................
----------------------------------------------------------------------------------------------------

Emprizone-Registered Trademark-.. X

Firm.......................... X
----------------------------------------------------------------------------------------------------

Man-Aloe-Registered Trademark-.. X

MannaBAR-TM-
Carbohydrate Formula.......... X X X
----------------------------------------------------------------------------------------------------

MannaBAR-TM-
Protein Formula............... X X X

Manna-C-TM-................... X
----------------------------------------------------------------------------------------------------

MannaCleanse-TM-.............. X

Mannatonin.................... X
----------------------------------------------------------------------------------------------------

MVP-TM-....................... X

Naturalizer................... X
----------------------------------------------------------------------------------------------------

Phyt-Aloe-Registered Trademark-.. X

Phyto-Bears-Registered Trademark-.. X
----------------------------------------------------------------------------------------------------

Plus.......................... X

Profile 1.....................
----------------------------------------------------------------------------------------------------

Profile 2.....................

Profile 3.....................
----------------------------------------------------------------------------------------------------

Sport with
Ambrotose-Registered
Trademark-..................

SPORTS
PERFORMANCE NUTRITIONAL NEEDS
----------------- -----------------
-------------

Ambrostart-TM-................ X
Ambrotose-Registered
Trademark-..................
-------------
Bulk Ambrotose-Registered
Trademark-..................
Bulk Em-Pact.................. X
-------------
Bulk Phyt-Aloe-TM-............
Em-Pact-TM-................... X
-------------
Emprizone-Registered Trademark
Firm..........................
-------------
Man-Aloe-Registered Trademark-
MannaBAR-TM-
Carbohydrate Formula..........
-------------
MannaBAR-TM-
Protein Formula...............
Manna-C-TM-...................
-------------
MannaCleanse-TM-..............
Mannatonin....................
-------------
MVP-TM-.......................
Naturalizer...................
-------------
Phyt-Aloe-Registered Trademark
Phyto-Bears-Registered Tradema
-------------
Plus..........................
Profile 1..................... X
-------------
Profile 2..................... X
Profile 3..................... X
-------------
Sport with
Ambrotose-Registered
Trademark-.................. X

PRODUCT DEVELOPMENT

The Company's overall product strategy is to develop proprietary nutritional
supplements which capitalize on existing and emerging scientific knowledge and
the growing worldwide interest in alternative healthcare and optimal health. The
Company focuses on bringing new proprietary and, where

possible, patentable products to market that can be developed into new product
lines, while expanding its existing product line. The Company believes it is
well positioned to take advantage of the ability to provide educational
information regarding dietary supplements and the increased development of
nutritional supplements and functional foods resulting from the enactment of
DSHEA.

The Company intends to launch new products each year at its corporate
events. Selection of the products developed will be based on the marketability
and proprietary nature of the product, taking into account regulatory
considerations, the availability of components and the existence of data
supporting claims of functionality. To support and validate the proprietary
nature of the Company's product line, appropriate research is conducted under
the direction of the Company's research and development department both before
and after product launch. The Company believes that the completion of its new
laboratory will help to accelerate and improve new product development.

The following chart indicates the year of introduction of each of the
Company's products:

YEAR PRODUCTS INTRODUCED
- --------- ---------------------------------------------------------------------------------------

1994 Man-Aloe-Registered Trademark-, Plus, MVP-TM-, Sport, Naturalizer,
Phyt-Aloe-Registered Trademark-, Firm

1995 Phyto-Bears-Registered Trademark-, Em-Pact-TM-, Emprizone-Registered Trademark-

1996 Ambrotose-Registered Trademark-, Mannatonin, Profile 1, 2 and 3, Sport with
Ambrotose-Registered Trademark-

1997 Bulk Ambrotose-Registered Trademark-, Bulk Em-Pact-TM-, MannaCleanse-TM-

1998 MannaBAR-TM- Carbohydrate Formula, MannaBAR-TM- Protein Formula, Manna-C-TM-,
Ambrostart-TM-, Bulk Phyt-Aloe-TM-

PRODUCT DISTRIBUTION SYSTEM

OVERVIEW. The foundation of the Company's sales philosophy and distribution
system is network marketing. As with most network marketing systems, the
Company's Associates purchase products for retail sale and personal consumption.
The Company believes network marketing is an effective vehicle to distribute the
Company's products for the following reasons: (i) the benefits of the Company's
products are more readily explained on an individual, educational basis, which
emphasizes the manner in which its products work, and is more direct than the
use of television and print advertisements; (ii) direct sales allow for actual
product testing by a potential consumer; (iii) the impact of Associate and
consumer testimonials is enhanced; and (iv) as compared to other distribution
methods, Associates can provide higher levels of customer service and attention
by, among other things, following up on sales to ensure proper product usage and
customer satisfaction, and encouraging repeat purchases.

The Company encourages Associates to enroll new Associates with whom the
Associates may have an ongoing relationship as a family member, friend, business
associate, neighbor or otherwise. To become an Associate of the Company, a
person may enroll as a Preferred Customer and subsequently execute an Associate
Application, sponsor new Associates or purchase a starter pack. Alternatively,
one can become an Associate by purchasing one of the Associate starter packs.
Each starter pack includes some combination of nutritional products, promotional
materials, and free admission to the Company's events. Each pack also allows the
Associate to purchase product at the Company's wholesale price. The components,
purchase price of the pack, and wholesale value of the included items for the
periods for which financial data is presented are detailed in the table below.

SUMMATION OF PACKS FOR MAY 1998 AND PRIOR YEARS

MASTER
ASSOCIATE
ALL STAR AND ALL STAR ALL STAR MASTER NEW PREFERRED
BUSINESS TRAINING TRAINING STARTER ASSOCIATE CUSTOMER
PACK PACK PACK PACK PROMO PACK PACK
----------- ------------ --------- --------- ----------- -----------

Associate Cost.................................. $ 1,000.00 $ 568.00 $ 339.00 $ 229.00 $ 49.00 $ 29.00
Number of Nutritional Products
Included...................................... 27 15 9 6 1 -
Wholesale Value of Nutritional Products......... $ 736.00 $ 412.50 $ 253.00 $ 166.00 $ 28.50 $ -
Number of Promotional Materials Included........ 108 26 3 23 15 15
Whole Value of Promotional
Materials..................................... $ 345.99 $ 298.04 $ 186.90 $ 111.14 $ 12.59 $ 14.50
Events Admission Included....................... Yes Yes Yes No No No
Implied Admission Value......................... 50 50 50 - - -
Total Wholesale and Implied Value............... $ 1,131.99 $ 760.54 $ 489.90 $ 277.14 $ 41.09 $ 14.50

SUMMATION OF PACKS BEGINNING JUNE 1998

MASTER
ASSOCIATE
ALL STAR AND ALL STAR MASTER NEW PREFERRED
BUSINESS TRAINING STARTER ASSOCIATE CUSTOMER
PACK PACK PACK PROMO PACK PACK
----------- ------------ --------- ----------- -----------

Associate Cost............................................. $ 1,000.00 $ 664.00 $ 289.00 $ 49.00 $ 29.00
Number of Nutritional Products Included.................... 26 17 9 1 -
Wholesale Value of Nutritional Products.................... $ 750.50 $ 491.00 $ 216.74 $ 28.50 $ -
Number of Promotional Materials Included................... 131 26 23 14 14
Whole Value of Promotional Materials....................... $ 357.52 $ 276.32 $ 115.37 $ 16.12 $ 16.12
Events Admission Included.................................. Yes Yes No No No
Implied Admission Value.................................... $ 50.00 $ 50.00 $ - $ - $ -
Total Wholesale and Implied Value.......................... $ 1,158.02 $ 817.32 $ 332.11 $ 44.62 $ 16.12

The Company also requires Associates to renew their status each year by
either renewing as a Preferred Customer and continuing to sponsor New Associates
or by purchasing a renewal pack. Prior to June 1998 the Associates renewed at
the $49.00, $229.00 and $568.00 levels. The renewal packs were identical to the
starter packs in the table above sold at the same price. Beginning June 1998 the
Associates renew at the $29.00, $200.00 or $350.00 level. If an Associate chose
not to renew his Associate status he could continue to purchase the Company's
products at the wholesale price and resell the products if he desired; however,
he would not be qualified to earn commissions or bonuses under the Company's
compensation plan.

In May 1998 the Company introduced a new starter pack priced at $29.00 which
consists of 15 promotional materials which would cost $14.50 if purchased
separately at their wholesale value, which can also be used to renew Associate
status, if elected.

Total associate packs sold were 67,530, 117,688, 174,680 and 120,777 for
1995, 1996, 1997 and the nine months ended September 30, 1998 respectively.
Sales of renewal packs were 907, 19,875, 41,219, and 44,157 respectively for the
same periods. The number of starter packs sold were 66,623, 97,813, 133,461, and
76,620 during the respective periods. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations".

The Company believes that Associates will be more likely to remain with the
Company if they are enrolled with the Company by someone with whom they have an
ongoing relationship. The Company also believes that its network marketing
system will continue to build a base of potential consumers for additional
products. The Company encourages, but does not require, Associates to use the
Company's products, nor does the Company require a person to be an Associate in
order to be a consumer of the Company's products. The Company believes its
network marketing system is particularly attractive to prospective Associates
because of the potential for supplemental income and because Associates are not
required to purchase any inventory, have no account collection issues, have
minimal paperwork requirements and have a flexible work schedule. The sales
efforts of Associates are supported through various means, including
Company-sponsored events held periodically throughout the year.

The effectiveness of direct selling as a distribution channel has been
enhanced in the past decade through advancements in communications, including
telecommunications, and the proliferation of the use of videotape players, fax
machines and personal computers. The Company produces high-quality video tapes
and audio tapes for use in product education, demonstrations and sponsoring
sessions that project a desired image for the Company and its product line. The
Company believes that high quality sales aids play an important role in the
success of Associate efforts. The Company is committed to fully utilizing
current and future technological advances to continue to enhance the
effectiveness of direct selling.

Associates pay for products prior to shipment. The Company carries no
accounts receivable from Associates, except for minor amounts owing to check
returns or other exceptions. Associates pay for products primarily by credit
card, with cash, money orders and checks representing a small portion of all
payments. Associates may automatically order product, applied to a credit card,
on a continuous basis, and receive a discount. Automatic orders accounted for
approximately 36.9% of net sales for the year ended December 31, 1997.

ASSOCIATE DEVELOPMENT. The Company believes that the key contributing
factors to its long-term growth and success are the recruitment of new
Associates and retention of existing Associates. The Company is active in the
development of Associates, including in the areas of recruitment, support,
motivation and compensation.

The Company primarily relies on current Associates to sponsor new
Associates. The sponsoring of new Associates creates multiple levels in the
network marketing structure. Persons whom an Associate sponsors are referred to
as "downline" or "sponsored" Associates. Once a person becomes an Associate, he
or she is able to purchase products directly from the Company at wholesale
prices for resale to consumers or for personal consumption. The Associate is
also entitled to sponsor other Associates in order to build a network of
Associates and product users.

The Company also relies heavily on existing Associates to train new
Associates, utilizing a new training program for Associates ("Accredited
Training") developed using both the expertise of experienced corporate trainers
and the experience of seasoned Associates. While the Company provides brochures,
magazines and other sales materials, Accredited Training is specially designed
to provide systematic and uniform training to Associates about the Company, its
products, methods of doing business and compensation plan. As of January 1998,
only Associates who have participated in Accredited Training are eligible to
receive remuneration for training other Associates.

The Company makes the needs of its Associates a priority, in accordance with
its stated corporate philosophy. The Company provides a high level of support
services tailored to the needs of its Associates, including motivational
meetings, educational and informative conference calls, automated fax services,
ordering and distribution system, personalized customer service via telephone,
the Internet and e-mail, 24-hour, seven days per week access to certain
information through touch-tone phones and a liberal product return policy. The
Company's support system includes a current database of all Associates and their
upline and downline Associates. The Company also provides business development
materials that

the Company believes will increase both product sales and recruitment. The
Company believes that enhancing an Associate's efforts through effective support
mechanisms has been and will continue to be important to the success of the
Company.

The Company currently recognizes Associate performance with four levels of
Associate leadership achievement: Regional; National; Executive; and
Presidential. Each leadership level is vested with the opportunity for
additional compensation ranging from 4% of commissionable sales at the Regional
Director level to 16% of commissionable sales at the Presidential level. The
Company intends to develop additional achievement levels in the future specially
designed to stimulate continued production and downline growth by motivating
Associates at the highest levels. Additionally, the Company intends to expand
its program of Associate recognition to express its appreciation for increased
levels of performance and to further motivate Associates.

ASSOCIATE COMPENSATION. All Associate compensation is paid directly by the
Company and is based on sales of the Company's products, the achievement of
certain leadership levels and the training of other Associates. The Company
offers a compensation plan which combines aspects of two widely-used multi-level
marketing compensation plans. The Company's compensation plan integrates a
single downline, or "unilateral" element, with a multiple downline, or "binary"
element, and adds additional compensation based upon attainment of certain
Associate leadership levels and training performance. The "unilateral" and
"binary" elements of the compensation plan are similar to other multi-level
marketing compensation plans. All commissions are based on wholesale prices.
Associates may, at their discretion, determine the resale price of products
purchased at wholesale. Leadership bonuses pay associates as much as 16% of
commissionable sales as various leadership levels are attained. The compensation
plan includes bonuses or commissions for qualified associates ranging from $20
to $180 earned based on downline growth. Associates who have completed
"accredited training" can receive a commission of $25 for each additional
Associate they train. Bonuses or commissions ranging from $10 to $200 are also
earned on products included in starter or introductory packs. The result of this
"hybrid" structure is to compensate both Associates in the early stages of
building their business and Associates with more established organizations, by
rewarding Associates for breadth as well as depth in their downline
organizations. In addition to the "hybrid" compensation plan, Associates earn
compensation for retail sales of products.

Based upon its knowledge of other industry-related network marketing
compensation plans, the Company believes that its compensation plan is among the
most financially rewarding plans offered in the industry, with commissions as a
percentage of net sales of 38.5%, 40.7%, 41.0% and 39.8% for 1995, 1996, 1997
and the nine months ended September 30, 1998, respectively.

The Company, in configuring its international compensation plans, will not
employ its existing compensation plan outside of the United States and Canada.
In the international sector, the Company intends to use substantially similar
unilateral plans from country to country, which will be tailored to fit the
applicable laws and other considerations governing compensation of Associates in
each country. The Company plans to seamlessly integrate its international
compensation plans across all markets in which the Company's products are, or
will be, sold. This will allow Associates to receive commissions for global
product sales, rather than merely local product sales. The seamless downline
structure will be designed to allow an Associate to build a global network by
creating downlines in international markets. Associates will not be required to
establish new downlines or requalify for higher levels of commissions within
each new country in which they begin to operate. The Company intends to develop
international compensation plans which will be designed to pay approximately the
same percentage compensation as in the United States and which will stimulate
both product sales as well as the development of width and breadth in downline
organizations in accordance with local laws.

MANAGEMENT OF ASSOCIATES. The Company takes an active role in the
management of its Associates. Many multi-level marketing companies encounter
difficulty with regulatory authorities due to lack of

oversight of Associate activities. Any oversight process is complicated by the
fact that Associates are not legally employees of the Company, but are
independent contractors. However, the Company seeks to restrict the statements
and conduct of Associates regarding the Company's business by contractually
binding Associates to abide by the Associate Policies and Procedures (the
"Policies and Procedures") promulgated by the Company. Each Associate receives a
copy of the Policies and Procedures which must be followed in order to maintain
the Associate's status in the organization. Associates are expressly forbidden
from making any representation as to the possible earnings of any Associate,
other than through statements of the Company indicating the range of actual
earnings by all Associates and other required information, prepared in
accordance with applicable law. Associates are also prohibited from creating any
marketing literature that has not been approved by the Company or a qualified
attorney. The Company monitors Associate web sites and Internet conduct on a
regular and continuing basis.

The Company enforces the Policies and Procedures through its disciplinary
procedure, which is instituted through the filing of a complaint against the
Associate, followed by a response from the Associate, an investigation of the
facts, and the presentation of the facts to a committee of corporate managers
not within the Company's compliance department (the "Compliance Department") for
determination. The Compliance Department is also free to evaluate complaints,
and, where the conduct complained of is not within the scope of the Policies and
Procedures, refer the complaint to an Associate Advisory Counsel for
intervention to address Associate ethics. The Compliance Department also has the
discretion to intervene with Associates at a lower level of discipline, while
still creating a record of the possible infraction and educating the Associate
through its practice of issuing warning letters. The Associate is educated as to
the nature of the complaint against him or her, the policy alleged to have been
violated, and then, without a finding of whether the conduct occurred or not, is
asked to confirm in writing that he or she understands the policy in question,
agreeing that he or she will thereafter follow all of the Policies and
Procedures of the Company.

The Compliance Department and the Director of Specialized Information
monitor Company-related meetings at various locations and at corporate events,
generating a "report card" for the presenting Associate, offering critiques and
employing the Associate disciplinary process, where necessary. The Compliance
and Legal Departments, in cooperation with the other departments of the Company,
regularly evaluate Associate conduct and the need for new and revised
rule-making. The Company also tracks Associate compliance intervention and
communication through a system that allows both corporate personnel and
regulatory officials to review details about Associate compliance intervention,
timing and disposition. The Company believes that the compliance program
reflects positively on the Company, helps in the maintenance of Associate ethics
and aids the Company's recruiting activities.

PRODUCT RETURN POLICY. The Company's product return policy provides that
retail customers may return the unused portion of any product to the selling
Associate and receive a full cash refund. Any Associate who provides a refund to
a customer is reimbursed with product by the Company upon providing proper
documentation and the remainder of the product. Historically, product returns
have not been significant. Returns as a percentage of net sales were 0.6%, 1.2%,
1.5% and 1.3% in 1995, 1996, 1997 and the nine month period ended September 30,
1998, respectively.

INFORMATION TECHNOLOGY AND SYSTEMS

The Company believes that maintaining sophisticated and reliable transaction
processing systems is essential to the long-term success of the Company. The
Company's systems are designed to: (i) reduce the time required to supply an
Associate or customer with the products of the Company; (ii) provide detailed
and customized billing information; (iii) respond quickly to Associate needs and
information requests; (iv) provide detailed and accurate information concerning
qualification and downline activity; (v) provide detailed and customized
Associate commission payments; (vi) support the functions of the Company's
Customer Service Department; and (vii) monitor, analyze and report financial and
operating trends. In order to meet these needs and expand transaction processing
systems to accommodate the

Company's expected growth, capital and operating expenditures for information
technology operations and development activities are expected to be
approximately $4 million during 1998.

The suppliers of computer hardware to the Company are Dell Computer
Corporation, Hewlett-Packard Company, Compaq Computer Corporation and Digital
Equipment Corp. ("DEC"). The DEC hardware systems are linked to provide a high
level of availability for critical business applications. The Company believes
the global presence of these suppliers will be an important factor in supporting
the Company's expansion plans.

The Company's financial software was upgraded at the end of 1996 with the
acquisition of a sophisticated financial system, capable of operating on several
platforms. The system exists in a client-server environment, employs a graphical
interface and has a relational and scaleable database to accommodate the need
for business modifications and growth. In addition, the Company has purchased a
decision-support system which interfaces with its financial systems. These
systems, used in tandem, enable the Company to track and analyze financial
information and operations efficiently and effectively, as well as create and
produce custom reports. The Company believes that its computer systems have been
developed and operate using products which are Year 2000 compliant.

The Company believes that its significant investment in software, hardware
and personnel will enable it to (i) respond rapidly to its business needs for
information technology assessment and development, (ii) manage international
growth and its seamless downline structure, and (iii) reduce expenses as a
percentage of sales as revenues increase.

PRODUCTION AND DISTRIBUTION

All of the Company's products are manufactured by outside contractors.
Production outsourcing provides the Company with the production capacity
necessary to respond to fluctuations in sales, and significantly limits
investment in capital equipment. In order to meet the Company's needs,
relationships were developed with three large contractors in 1997. With the
increased capacity, the Company believes that it currently has in place the
manufacturers necessary to meet its volume requirements over the next several
years, including expansion into foreign markets. The Company, however, continues
to identify new quality-driven manufacturers to supply the products necessary to
the Company's success. The Company seeks to obtain cost efficiencies by
reviewing, from time to time, pricing considerations and by requiring
competitive bids from various manufacturers meeting its quality and performance
requirements.

Two ingredients are proprietary to the Company: (i) Ambrotose-Registered
Trademark- Complex, a glyconutritional dietary supplement consisting of a blend
of plant polysaccharides, which is a component of each of the Company's products
and (ii) Dioscorea Complex, a blend of herbal extracts. The Company plans to
bring the blending of all proprietary formulas in-house, further protecting the
confidential nature and high quality standards of its proprietary formulations.
In the meantime, the Company continues to identify high quality sources of
supply for its ingredients. The Company's employees audit all critical contract
vendors and suppliers on a semi-annual basis. See "Risk Factors-Dependence on
Proprietary Ingredient."

In January 1998, the Company's Texas distribution operation relocated to a
new $1.3 million, 75,000 square foot facility in Coppell, Texas. The facility
includes an automated pick-to-light system that the Company believes will
enhance productivity and support order volume growth, and is capable of
processing 6,000 orders per shift. The facility also contains a warehouse,
distribution offices and an ingredient mixing area that is expected to be
operational in 1999. The Canadian distribution center is a contract operation
occupying a 6,000 square foot compartment in a 100,000 square foot building
which currently fills approximately 800 orders per day. The Australian
distribution center, located in Banksmeadow, Australia, is a contract operation
occupying a 3,000 square feet compartment in a 100,000 square foot building
which can fill approximately 20,000 orders per day.

In March 1998, the Company completed construction of its technologically
advanced research and development laboratory that includes gas and liquid
chromatographs and mass spectrometers which will be used to maintain quality
standards, support the Company's research and development commitment in the area
of new herbal complexes, and support the development of new products as well as
its existing product line.

GOVERNMENT REGULATION

In addition to regulation of its direct selling activities, the Company, in
both the United States and foreign markets, is or will be subject to and
affected by extensive laws, governmental regulations, administrative
determinations, court decisions and similar constraints (as applicable, at the
federal, state and local levels) including, among other things, regulations
pertaining to (i) the formulation, manufacturing, packaging, labeling,
distribution, importation, sale and storage of the Company's products, (ii)
product claims and advertising (including direct claims and advertising by the
Company as well as claims and advertising by Associates, for which the Company
may be held responsible), (iii) the Company's network marketing system, (iv)
transfer pricing and similar regulations that affect the level of foreign
taxable income and customs duties and (v) taxation of Associates, which in some
instances may impose an obligation on the Company to collect the taxes and
maintain appropriate records. See "Risk Factors-Government Regulation of
Products and Marketing; Import Restrictions."

PRODUCTS. The formulation, manufacturing, packaging, storing, labeling,
advertising, distribution and sale of the Company's products are subject to
regulation by one or more governmental agencies, including the FDA, the Federal
Trade Commission ("FTC"), the Consumer Product Safety Commission, the Department
of Agriculture, the Environmental Protection Agency and the Postal Service. The
Company's activities are also regulated by various agencies of the states,
localities and foreign countries in which the Company's products are
manufactured, distributed and sold. The FDA, in particular, regulates the
formulation, manufacture, packaging, storage, labeling, promotion, distribution
and sale of foods, dietary supplements and OTC drugs, such as those distributed
by the Company. FDA regulations require the Company and its suppliers to meet
relevant good manufacturing practice ("GMP") regulations for the preparation,
packing and storage of drugs. The FDA has published a Notice of Advanced Rule
Making for GMPs for dietary supplements, but it has not yet issued a proposal.

DSHEA revised the provisions of the Federal Food, Drug and Cosmetic Act
("FFDCA") concerning the composition and labeling of dietary supplements and,
the Company believes, is generally favorable to the dietary supplement industry.
The legislation creates a new statutory class of "dietary supplements." This new
class includes vitamins, minerals, herbs, amino acids and other dietary
substances for human use to supplement the diet, and the legislation
grandfathers, with certain limitations, dietary ingredients that were on the
market before October 15, 1994. A dietary supplement which contains a new
dietary ingredient (I.E., one not on the market before October 15, 1994) will
require evidence that the supplement contains only ingredients that have been
present in the food supply in a certain form or evidence of a history of use or
other evidence of safety establishing that it is reasonably expected to be safe.
Manufacturers of dietary supplements which make a "statement of nutritional
support," which is a statement describing certain types of product performance
characteristics, must have substantiation that

the statement is truthful and not misleading, must make a disclaimer in the
statement itself and must notify the FDA of the statement no later than 30 days
after it is first made.

The majority of the products marketed by the Company are classified as
dietary supplements under the FFDCA. In September 1997 the FDA issued
regulations governing the labeling and marketing of dietary supplement products.
The regulations cover: (i) the identification of dietary supplements and their
nutrition and ingredient labeling; (ii) the terminology to be used for nutrient
content claims, health content claims and statements of nutritional support;
(iii) labeling requirements for dietary supplements for which "high potency" and
"antioxidant" claims are made; (iv) notification procedures for statements on
dietary supplements; and (v) premarket notification procedures for new dietary
ingredients in dietary supplements. The notification procedures became effective
in October 1997, while the new labeling requirements will not become effective
until March 23, 1999. The Company will be required to revise a substantial
number of its product labels to reflect the new requirements prior to the 1999
effective date, although the Company does not expect the cost or impact of such
actions to be material. In addition, the Company will be required to continue
its ongoing program of securing substantiation of its product performance
claims, and of notifying the FDA of certain types of performance claims made for
its products. The Company's substantiation program involves compiling and
reviewing the scientific literature pertinent to the ingredients contained in
the Company's products.

In addition, in certain markets, including the United States, claims made
with respect to dietary supplement, personal care or other products of the
Company may change the regulatory status of the products. In the United States,
for example, it is possible that the FDA could take the position that claims
made for certain of the Company's products make those products new drugs
requiring preliminary approval or place those products within the scope of an
FDA OTC drug monograph. OTC monographs prescribe permissible ingredients and
appropriate labeling language, and require the marketer or supplier of the
products to register and file annual drug listing information with the FDA. Of
the products sold by the Company, only Emprizone-Registered Trademark- is
labeled as an OTC monograph drug, and the Company believes that it is in
compliance with the applicable monograph. In the event that the FDA asserted
that product claims for other products caused them to be new drugs or fall
within the scope of OTC monographs, the Company would be required either to file
a New Drug Application, comply with the applicable monographs or change the
claims made in connection with the products.

Dietary supplements are subject to the Nutrition, Labeling and Education Act
("NLEA"), and regulations promulgated thereunder, which regulates health claims,
ingredient labeling and nutrient content claims characterizing the level of a
nutrient in the product. NLEA prohibits the use of any health claim for dietary
supplements, unless the health claim is supported by significant scientific
agreement and is pre-approved by the FDA.

In foreign markets, prior to commencing operations and prior to making or
permitting sales of its products in the market, the Company may be required to
obtain an approval, license or certification from the country's ministry of
health or comparable agency. Where a formal approval, license or certification
is not required, the Company will nonetheless seek a favorable opinion of
counsel regarding the Company's compliance with applicable laws. Prior to
entering a new market in which a formal approval, license or certificate is
required, the Company will work with local authorities in order to obtain the
requisite approvals, license or certification. The approval process generally
requires the Company to present each product and product ingredient to
appropriate regulators and, in some instances, arrange for testing of products
by local technicians for ingredient analysis. Such approvals may be conditioned
on reformulation of the Company's products or may be unavailable with respect to
certain products or certain ingredients. The Company must also comply with
product labeling and packaging regulations that vary from country to country.

The FTC, which exercises jurisdiction over the marketing practices and
advertising of all the Company's products, has in the past several years
instituted enforcement actions against several dietary

supplement companies for false and misleading marketing practices and
advertising of certain products. These enforcement actions have resulted in
consent decrees and monetary payments by the companies involved. In addition,
the FTC has increased its scrutiny of the use of testimonials, which are
utilized by the Company. Importantly, the FTC requires substantiation for
product claims at the time such claims are first made. A failure to have
substantiation when product claims are first made violates the Federal Trade
Commission Act. While the Company has not been the subject of FTC enforcement
action for the advertising of its products, there can be no assurance that the
FTC will not question the Company's advertising or other operations in the
future.

Through its manuals, seminars and other training materials and programs, the
Company attempts to educate Associates as to the scope of permissible and
impermissible activities in each market. The Company also investigates
allegations of Associate misconduct. However, Associates are generally
independent contractors, and the Company is not able to monitor directly all
Associate activities. As a consequence, there can be no assurance that
Associates comply with applicable regulations.

The Company is unable to predict the nature of any future laws, regulations,
interpretations or applications, nor can it predict what effect additional
governmental regulations or administrative orders, when and if promulgated,
would have on its business in the future. They could, however, require the
reformation of certain products not able to be reformulated, imposition of
additional recordkeeping requirements, expanded documentation of the properties
of certain products, expanded or different labeling and scientific
substantiation regarding product ingredients, safety or usefulness. Any or all
of such requirements could have a material adverse effect on the Company's
business, results of operations and financial condition.

NETWORK MARKETING SYSTEM. The Company's network marketing system, which
includes its compensation plan, is subject to a number of federal and state
statutes and regulations administered by the FTC and various state agencies. The
legal requirements applicable to network marketing organizations are generally
directed at ensuring that product sales are ultimately made to consumers and
that advancement within such organizations be based on sales of the
organizations' products rather than compensation derived principally from the
recruitment of additional associates, investments in the organizations or other
non-retail sales related criteria. For instance, in certain markets there are
limits on the extent to which Associates may earn royalties on sales generated
by Associates that were not directly sponsored by the Associate. Where required
by law, the Company will obtain regulatory approval of its network marketing
system or, where such approval is not required, the favorable opinion of local
counsel as to regulatory compliance. The FTC regulates trade practices related
to network marketing systems.

Under a consent decree entered into in February 1997 as a result of
negotiation with the Attorney General of the State of Michigan, the Company has
agreed to monitor product purchases by its Associates in Michigan. The purpose
of the monitoring is to identify and correct any instances of coerced sales. The
Company also conducts a number of random audits of Associates in Michigan for
evidence of stockpiling. To date, the Company has not found evidence of coerced
sales or stockpiling by its Associates in Michigan, and the Company's commission
policies are designed to provide no incentive or reward to Associates for
engaging in such activities.

In Canada, the regulation of the Company's network marketing system is
subject to both federal and provincial law. Under Canada's Federal Competition
Act (the "Competition Act"), the Company must ensure that any representations
relating to Associate compensation to a prospective Associate constitute fair,
reasonable and timely disclosure and that it meets other legal requisites of the
Competition Act. The Company's compensation plan has been reviewed by the
appropriate Canadian authorities. In addition, all Canadian provinces and
territories other than Ontario have legislation requiring the registration or
licensing of the Company as a direct seller within that jurisdiction. Licensing
is designed to maintain the standards of the direct selling industry and to
protect the consumer. Some provinces require that both

the Company and its Associates be licensed. The Company currently holds the
requisite provincial or territorial direct sellers' licenses.

In Australia, the Company's network marketing system is subject to both
federal and state regulation. The compensation plan employed in Australia is a
unilateral plan, which is designed and disclosed to meet the requisites of
applicable state requirements and the requirements of the Trade Practices Act.
Business and solicitation practices of the Company and its associates are
regulated by state law and the Trade Practices Act. Claims and representations
relating to products are regulated by both the Trade Practices Act and the
Therapeutic Goods Act.

OTHER REGULATIONS. The Company is also subject to a variety of other
regulations in various foreign markets, including regulations pertaining to
social security assessments and value added taxes, employment and severance pay
requirements, import/export regulations and antitrust issues. As an example, in
many markets the Company is substantially restricted in the amount and types of
rules and termination criteria that it can impose on Associates without causing
social security assessments to be payable by the Company on behalf of such
Associates and without incurring severance obligations to terminated Associates.
In some countries, the Company may be subject to such obligations in any event.
See "Risk Factors-Government Regulation of Products and Marketing; Import
Restrictions."

In certain countries, including the United States, the Company may also be
affected by regulations applicable to the activities of its Associates because
in some countries the Company is, or regulators may assert that the Company is,
responsible for its Associates' conduct, or such regulators may request or
require that the Company take steps to ensure its Associates' compliance with
regulations. The types of regulated conduct include, among other things,
representations concerning the Company's products, income representations made
by the Company or Associates and sales of products in markets in which such
products have not been approved, licensed or certified for sale. In certain
markets, including the United States, it is possible that improper product
claims by Associates could result in the Company's products being reviewed or
re-reviewed by regulatory authorities and, as a result, being classified or
placed into another category as to which stricter regulations are applicable. In
addition, certain labeling changes might be required.

COMPLIANCE PROCEDURES. The Company, its products and its network marketing
system are subject, both directly and indirectly through Associates' conduct, to
numerous federal, state and local regulations both in the United States and
foreign markets. Beginning in 1997, the Company began to institute formal
regulatory compliance measures by developing a system to identify specific
complaints against Associates and to remedy any violations by Associates through
appropriate sanctions, including warnings, suspensions and, when necessary,
terminations. At the same time the Company instituted internal policies for
compliance with FDA and FTC rules and regulations. See "-Product Distribution
System-Management of Associates."

In order to comply with regulations that apply to both the Company and its
Associates, the Company continues to conduct research into the applicable
regulatory framework prior to entering any new market to identify all necessary
licenses and approvals and applicable limitations on the Company's operations in
that market. The Company will devote substantial resources to obtaining such
licenses and approvals and bringing its operations into compliance with such
limitations. The Company will also research laws applicable to Associate
operations and revise or alter its business system, compensation plan, Associate
requirements and other materials and programs to provide Associates with
guidelines for operating a business, marketing and distributing the Company's
products and similar matters, as required by applicable regulations in each
market. However, the Company is not able to fully monitor its Associates
effectively to ensure that they refrain from distributing the Company's products
in countries where the Company has not commenced operations, and the Company
does not devote significant resources to such monitoring.

COMPETITION

The nutritional supplements industry is large and intensely competitive. The
Company competes directly with companies that manufacture and market nutritional
products in each of the Company's product lines, including General Nutrition
Companies, Inc., Solgar Vitamin and Herb Company, Inc., Twinlab Corporation and
Weider Nutrition International, Inc. Many of the Company's competitors in the
nutritional supplements market have longer operating histories and greater name
recognition and financial resources than the Company. In addition, nutritional
supplements can be purchased in a wide variety of distribution channels. While
the Company believes that consumers appreciate the convenience of ordering
products from home through a sales person, the buying habits of many consumers
accustomed to purchasing products through traditional retail channels are
difficult to change. The Company's product offerings in each product category
are also relatively small compared to the wide variety of products offered by
many other nutritional product companies.

The Company also competes in the nutritional supplements market and for new
associates with other retail, multi-level marketing and direct selling companies
in the nutritional supplements industry by emphasizing the proprietary nature,
value, proprietary components and the quality of the Company's products and the
convenience of the Company's distribution system. The Company also competes with
other direct selling organizations, many of which have longer operating
histories and greater name recognition and financial resources than the Company.
They include Amway Corporation, Nu Skin Enterprises, Inc., Body Wise
International, Inc., ENVION International, Herbalife International, Inc., Enrich
International, Rexall Showcase International, Forever Living Products, Inc. and
Melaleuca, Inc. The Company competes for new Associates on the basis of its
compensation plan and its proprietary and quality products. The Company believes
that many more direct selling organizations will enter the marketplace as this
channel of distribution expands over the next several years. The Company also
competes for the commitment of its Associates. Given that the pool of
individuals interested in direct selling tends to be limited in each market, the
potential pool of Associates for the Company's products is reduced to the extent
other network marketing companies successfully recruit these individuals into
their businesses.

EMPLOYEES

As of September 30, 1998, the Company employed approximately 265 people, ten
of whom occupy executive positions. This number does not include Associates, who
are independent contractors rather than employees of the Company. A limited
number of employees are also Associates, having enrolled prior to a policy
instituted in May 1997, which precludes any further enrollment by employees as
Associates. The Company only allows employees to be Associates if they have
disclosed their status to the Company and have executed an agreement not to use
their employment status to assist in building their business as an Associate.
The Company is currently evaluating ways in which existing employee-Associates
can be fairly treated or compensated for the extinguishment of their rights as
Associates. The Company's employees are not unionized, and the Company believes
its relationship with its employees is good.

PROPERTIES

The Company leases approximately 110,000 square feet in Coppell, Texas for
its headquarters. The Company leases 75,000 square feet in Coppell, Texas for
its warehouse and distribution center. Each of the leases is for a term of 10
years, expiring in January 2007 and January 2008, respectively. The Company also
leases approximately 9,000 square feet in St. Leonards, Australia for its
Australian headquarters. The lease is for a term of five years, expiring in
August 2003.

LEGAL PROCEEDINGS

The Company, in the ordinary course of business, is involved in various
legal proceedings. The Company does not believe the outcome of any of these
proceedings, other than those described below, would have a material adverse
effect on the Company's business, results of operations or financial condition.

The Company received a demand letter (the "Demand Letter") from Dr. Joe
Glickman, Jr. an Associate of the Company, alleging that the Company had, among
other things, breached various contracts, agreements and promises, and stating
an intention to pursue these claims in the United States District Court for
Montana. In March 1998, the Company commenced an arbitration proceeding against
Dr. Glickman individually and as trustee of Dr. Joe Glickman, Jr. Phyto Trust
d/b/a/ Alotek (collectively, "Alotek"), for the recovery of certain funds and
the cancellation of Associate positions claimed by Alotek. Based upon Alotek's
refusal to arbitrate and the Demand Letter, the Company sought and obtained a
temporary restraining order in Texas state district court restraining Alotek
from filing an action against the Company in any other court or forum pending
the court's ruling on whether Alotek's claims were subject to commercial
arbitration in Dallas, Texas. Thereafter, Alotek removed the state court action
to Federal District Court in Dallas, Texas ("Dallas Court"), and concurrently
commenced a suit in Federal District Court in Montana ("Montana Court"). In May
1998, the Company also received a demand letter from Alotek threatening to
institute a "class action" on behalf of all of the Company's Associates in
federal court against the Company for alleged fraud and misrepresentation. In
September 1998, the Dallas Court entered an order referring the case to
arbitration, and thereafter administratively closed the case. The order of the
Dallas Court was appealed by Glickman to the Fifth Circuit Court of Appeals in
October 1998. In October 1998, the Montana Court dismissed the case of Glickman
in its entirety. The arbitration is in its earliest stages and discovery has not
yet begun. The Company believes that Alotek's claims are without merit and has
sought declaratory relief to that effect. The Company further believes that it
has valid defenses to all allegations raised by Alotek. Nevertheless, an adverse
resolution of this matter would have a material adverse effect on the Company's
business, results of operations and financial condition.

In October 1997, the Company filed an objection to the issuance of a
registered trademark to IntraCell Nutrition, Inc., which had filed a trademark
application for the name, "Manna." The Company contended in its objection, among
other things, that "Manna" is a general descriptor often applied to nutritional
products, and accordingly, is not entitled to trademark protection. The Company
therefore believes that there is a substantial likelihood that the Company will
prevail in its objection to the granting of the tradename.

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The Company's executive officers and directors and their ages as of
September 30, 1998 are as follows:

NAME AGE POSITION
- ------------------------------------ --- ------------------------------------------------------------------------

Charles E. Fioretti................. 52 Chairman of the Board and Chief Executive Officer
Samuel L. Caster.................... 48 President and Director
Anthony E. Canale................... 46 Chief Operating Officer
Patrick D. Cobb..................... 46 Vice President, Chief Financial Officer, Secretary and Director
Deanne Varner....................... 45 General Counsel and Vice President of Compliance
Jeffrey P. Bourgoyne................ 37 Vice President of Operations
Peter E. Hammer..................... 43 Vice President of New Business and International Development
Bill H. McAnalley, Ph.D............. 54 Vice President of Research and Product Development
Ronald D. Norman.................... 39 Vice President of Accounting and Treasurer
Eoin Redmond........................ 33 Vice President of Information Technology
Steven A. Barker.................... 49 Director
Chris T. Sullivan................... 50 Director

Charles E. Fioretti co-founded the Company in November 1993, has served as
Chairman of the Board and Chief Executive Officer since May 1997 and as a
director since November 1993. His current term as director expires in 2001. Mr.
Fioretti served as Chief Operating Officer of the Company from November 1993 to
July 1996. From June 1990 until April 1995, Mr. Fioretti was an owner and
operator of several Outback Steakhouse, Inc. restaurants in Arizona, Indiana and
Kentucky. Prior to his involvement with Outback Steakhouse, Inc., Mr. Fioretti
occupied executive positions with several national restaurant chains, including
Bennigan's, ChiChi's Mexican Restaurants, El Chico and Steak & Ale. Mr. Fioretti
is Peter E. Hammer's brother-in-law.

Samuel L. Caster co-founded the Company in November 1993 and since then has
served as President and as a director of the Company. His current term as
director expires in 2000. From April 1992 until August 1993, Mr. Caster also
served as co-founder, owner and President of Funds-4-Kids, Inc., a multi-level
marketing company that sold healthy alternative candy bars for children. From
January 1990 until April 1992, Mr. Caster served as a consultant for Metabolic
Technologies, Inc., a nutritional supplement multi-level marketing company that
sold metabolic vitamins. From April 1986 until December 1989, Mr. Caster was
President of Eagle Shield, Incorporated, a multi-level marketing company which
sold radiant barrier insulation. Eagle Shield, Incorporated filed for protection
under Chapter 11 of the United States Bankruptcy Code in December 1989.

Anthony E. Canale joined the Company in January 1997 and since then has
served as Chief Operating Officer of the Company. From February 1993 until
October 1996, Mr. Canale was President of Canale and Associates, an Outback
Steakhouse, Inc. joint venture partnership. Prior to that time, Mr. Canale
served as Regional Vice President and Vice President of Franchise Operations and
Food/Beverage Development for ChiChi's, Inc., Regional General Manager and
National Director of Operation Services for Kentucky Fried Chicken Corporation
and Executive Vice President and Chief Operating Officer of Kenny Rogers
Roasters Restaurants, Inc., all national restaurant chains. Mr. Canale holds a
B.S. in Management from American International College in Springfield,
Massachusetts.

Patrick D. Cobb joined the Company in August 1994 and since then has served
as Chief Financial Officer and Vice President. Mr. Cobb has served as Secretary
of the Company since February 1997 and as a director since November 1997. His
current term as director expires in 2000. From January 1994 until

August 1994, Mr. Cobb was President of Industrial Gasket, Inc., a metal stamping
facility in Oklahoma City. From August 1989 until October 1993, he was head of a
Small Business Management Program with the Oklahoma VO-Tech System. From May
1981 until October 1993, Mr. Cobb was employed by General Motors Corporation as
a Senior Accountant and Financial Forecaster. Mr. Cobb holds a B.S. in Finance
from the University of Oklahoma and is a Certified Public Accountant.

Deanne Varner joined the Company in January 1996 and since May 1996 has
served as General Counsel and Vice President of Compliance. From 1986 until
January 1996, Ms. Varner maintained a law practice in Dallas, Texas focusing on
business law and related transactions. Ms. Varner has over 20 years of
experience in business, corporate and transactional law. Ms. Varner holds a B.A.
in Social Sciences and a J.D. from Southern Methodist University.

Jeffrey P. Bourgoyne joined the Company in December 1996 and since February
1998 has served as Vice President of Operations. From May 1995 until December
1996, Mr. Bourgoyne served as facility manager for DSC Logistics, Inc., a
third-party logistics provider. From June 1993 until May 1995, Mr. Bourgoyne was
a Transportation Services Manager for Abbott Laboratories, a pharmaceutical
company. Mr. Bourgoyne holds a B.S. in Management from University of New Orleans
and an M.B.A. from Lake Forest Graduate School of Management.

Peter E. Hammer joined the Company in March 1995 and since January 1998 has
served as Vice President of New Business and International Development. From
November 1991 until February 1995, Mr. Hammer served as the Vice President and
Chief Information Officer of The Network, Inc., a business abuse solutions
company in Atlanta, Georgia. Prior to that, Mr. Hammer worked for several
companies developing and installing complex computer and information systems.
Mr. Hammer holds a B.A. in Liberal Arts from State University College at Buffalo
and an A.A.S. in Electronics from Suffolk Community College. Mr. Hammer is
Charles E. Fioretti's brother-in-law.

Bill H. McAnalley, Ph.D. joined the Company in July 1996 and since December
1997 has served as Vice President of Research and Product Development and Chief
Scientific Officer. From March 1995 until July 1996, Dr. McAnalley served as a
consultant to the Company. From March 1987 until February 1995, Dr. McAnalley
was Vice President of Research and Product Development at Carrington
Laboratories, Inc., a pharmaceutical research, development and manufacturing
company. Dr. McAnalley holds a Ph.D. in Pharmacology and Toxicology from the
University of Texas Health Science Center in Dallas, Texas.

Ronald D. Norman joined the Company in May 1996 and since September 1998 has
served as Treasurer and since June 1998 as Vice President of Accounting. From
August 1997 to September 1998 he served as Controller. From September 1994 to
April 1996 Mr. Norman was a tax manager with Belew Averitt LLP, a public
accounting firm in Dallas, Texas. From January 1989 until September 1994 Mr.
Norman worked for Coopers & Lybrand LLP (now PricewaterhouseCoopers LLP), an
international public accounting firm. Mr. Norman holds an M.A. in Tax and a
B.B.A. in Accounting from Baylor University and is a Certified Public
Accountant.

Eoin Redmond joined the Company in July 1997 and since then has served as
Vice President of Information Technology. From August 1996 through June 1997,
Mr. Redmond was employed by the Company as a computer systems consultant. From
October 1995 until August 1996, Mr. Redmond was Head of Client Services for Tate
Bramald Ltd., an accounting software provider. From December 1993 until
September 1995, Mr. Redmond was employed as Technology Services Manager-Europe
for SSA Europe Ltd., an industrial software provider. From October 1987 until
October 1993, Mr. Redmond was employed as a Senior Software Manager for Team
Systems Group, Ltd., a reseller of turn-key software systems. Mr. Redmond
matriculated at Presentation College, County Wicklow, Ireland and subsequently
attended AnCo Technology Center, County Dublin, Ireland.

Steven A. Barker became a director of the Company in January 1998. His
current term as director expires in 1999. Dr. Barker has been a full professor
of Physiology, Pharmacology and Toxicology at

Louisiana State University since April 1990. Dr. Barker holds a B.S. and an M.S.
in Chemistry and a Ph.D in Chemistry/Neurochemistry from the University of
Alabama-Birmingham.

Chris T. Sullivan became a director of the Company in October 1997. His
current term as director expires in 2001. Mr. Sullivan has been the Chairman of
the Board and Chief Executive Officer of Outback Steakhouse, Inc. since founding
that company in 1988. Mr. Sullivan serves on the executive committee for The
Outback/Gary Koch Pro-Am, the Tampa Bay Devil Rays, the Employment Policies
Institute and the Presidents Conference. Mr. Sullivan holds a degree in Business
and Economics from the University of Kentucky.

The Company has a classified Board of Directors. At each annual meeting of
shareholders, a class of directors will be elected to serve a three-year term
and until his successor is duly elected and qualified. See "Description of
Capital Stock-Anti-Takeover Considerations-Classified Board of Directors."
Officers serve at the discretion of the Board of Directors. Except as described
above, there are no family relationships among the directors and executive
officers.

COMMITTEES OF THE BOARD OF DIRECTORS

Subsequent to this offering, the Board of Directors will establish an audit
committee (the "Audit Committee") and a compensation committee (the
"Compensation Committee"). The Audit Committee will be comprised solely of two
independent directors and will be charged with reviewing the Company's annual
audit and meeting with the Company's independent accountants to review the
Company's internal controls and financial management practices. The Compensation
Committee will be comprised solely of independent directors. The Compensation
Committee will be responsible for establishing salaries, bonuses and other
compensation for the Company's executive officers.

Also, subsequent to this offering, the Board of Directors will establish an
option committee (the "Option Committee"). Pursuant to the terms of the 1997
Stock Option Plan and the 1998 Stock Option Plan, the authority to determine the
terms and conditions of each option to be issued under both the 1997 Stock
Option Plan and the 1998 Stock Option Plan and the responsibility for
administration of each such plan, which currently rests with the Board of
Directors, will be assumed by the Option Committee. The Option Committee will be
comprised solely of at least two "Non-Employee Directors," as such term is used
in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act").

DIRECTOR COMPENSATION

Each director of the Company who is not an officer or employee of the
Company receives an annual fee of $30,000 for serving on the Board of Directors.
In addition, directors of the Company are reimbursed for their reasonable
out-of-pocket expenses in connection with their travel to and attendance at
meetings of the Board of Directors or committees thereof. Prior to his
appointment as a director, Dr. Barker was a consultant to the Company and was
paid $2,500 in consulting fees in 1997.

EXECUTIVE COMPENSATION

The following table summarizes the compensation paid to or earned during the
year ended December 31, 1997 by each person who served as the chief executive
officer of the Company during 1997 and the four other most highly compensated
executive officers of the Company (collectively, the "Named Executive
Officers").

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
--------------------
ANNUAL COMPENSATION NUMBER OF SHARES
------------------------ UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS OPTIONS GRANTED(#) COMPENSATION
- ------------------------------------------------- ----------- ----------- -------------------- --------------

Charles E. Fioretti(1) .......................... $ 403,434 $ 760,000 - $ 109,765(2)
Chairman of the Board and
Chief Executive Officer
Ronald E. Kozak(3) .............................. 94,101 150,000 200,000 297,347(4)
Chief Executive Officer
Samuel L. Caster ................................ 403,434 760,000 - 16,012(5 )
President
Anthony E. Canale ............................... 221,978 190,172 250,000 -
Chief Operating Officer
Deanne Varner ................................... 187,019 159,884 228,000 -
General Counsel and
Vice President of Compliance
Patrick D. Cobb ................................. 214,011 171,666 100,000 43,000(6 )
Vice President, Chief Financial Officer and
Secretary

- ------------------------------
(1) Mr. Fioretti became Chief Executive Officer of the Company on May 1, 1997.
(2) Represents the amount paid to Mr. Fioretti under his incentive compensation
agreement.
(3) Mr. Kozak resigned from his position as Chief Executive Officer of the
Company on May 1, 1997.
(4) Represents the amount distributed to Mr. Kozak pursuant to a severance
agreement between Mr. Kozak and the Company consisting of cash payments
totalling $175,000, incentive compensation payments totalling $73,412 and
the transfer of a Company vehicle and certain furniture valued at $48,935.
(5) Represents the amount paid to Mr. Caster under his incentive compensation
agreement.
(6) Represents the value of a Company vehicle transferred to Mr. Cobb in 1997.

The following table provides information on options granted to the Named
Executive Officers during the fiscal year ended December 31, 1997. As of
December 31, 1997, the Company had not granted any options to acquire shares of
Common Stock to Charles E. Fioretti, Chairman of the Board and Chief Executive
Officer, or Samuel L. Caster, President.

OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------------------ VALUE AT ASSUMED ANNUAL
NUMBER OF RATES OF STOCK PRICE
SHARES APPRECIATION FOR OPTION
UNDERLYING PERCENT OF TOTAL TERM(2)
OPTIONS OPTIONS GRANTED EXERCISE OR BASE EXPIRATION ------------------------
NAME GRANTED(#)(1) TO EMPLOYEES PRICE ($/SHARE) DATE 5% 10%
- -------------------------------- --------------- ----------------- ----------------- ----------- ----------- -----------

Ronald E. Kozak................. 200,000 12.5% $ 1.35 6/23/03 $ 91,825 $ 208,321
Anthony E. Canale............... 250,000 15.6 1.35 5/14/07 212,252 537,888
Deanne Varner................... 228,000 14.3 1.35 5/14/07 193,574 490,554
Patrick D. Cobb................. 100,000 6.3 1.35 5/14/07 84,901 215,155

- ------------------------------

(1) Options granted become exercisable 90 days after the completion of an
initial public offering of the Company's securities but in no event earlier
than the first anniversary of the date of grant.

(2) The 5% and 10% assumed annual compound rates of stock appreciation are
mandated by the rules of the Securities and Exchange Commission (the
"Commission") and do not represent the Company's estimate or projection of
future Common Stock prices. The actual value realized may be greater or less
than the potential realizable value set forth in the table.

The following table sets forth, as of December 31, 1997, the number of
options and the value of unexercised options held by the Named Executive
Officers. As of December 31, 1997, there had been no stock options exercised by
any Named Executive Officers.

FISCAL YEAR-END OPTION VALUES

NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
FISCAL YEAR-END(#) FISCAL YEAR-END(1)
------------------------------ ---------------------------
NAME EXERCISABLE(2) UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------------------------------- -------------- -------------- ----------- --------------

Ronald E. Kozak.................................... - 200,000 - $ 1,330,000
Anthony E. Canale.................................. - 250,000 - 1,662,500
Deanne Varner...................................... - 228,000 - 1,516,200
Patrick D. Cobb.................................... - 100,000 - 665,000

- ------------------------------
(1) There was no public trading market for the Common Stock at December 31,
1997. Accordingly, as permitted by the Commission, these values have been
calculated based on an assumed initial public offering price of $8.00 per
share less the per share exercise price of $1.35.

(2) Options granted become exercisable 90 days after the completion of an
initial public offering of the Company's securities but in no event earlier
than the first anniversary of the date of grant.

EMPLOYMENT AGREEMENTS

The Company has entered into employment agreements with each of Charles E.
Fioretti, Patrick D. Cobb, Anthony E. Canale, Bill H. McAnalley and Deanne
Varner, effective as of September 1, 1998, which entitle each such employee to
receive their current base salary and bonus compensation based upon the
Management Bonus Plan formula. See "--Management Bonus Plan." The agreements
have an initial term of five years and extend automatically each year for one
additional year unless both parties agree to termination prior to the end of any
term. If the Company terminates the employment agreement for any reason other
than specified events, the executive is entitled to receive an amount equal to
the sum of all salary and bonus which would have been paid in the five years
subsequent to such termination.

STOCK OPTION PLANS

1997 STOCK OPTION PLAN. The 1997 Stock Option Plan was adopted on May 14,
1997 by the Board of Directors and approved by the shareholders of the Company
on the same date. The 1997 Stock Option Plan is intended to encourage investment
by the officers, employees, non-employee directors and consultants of the
Company in shares of Common Stock, thus creating in such persons an increased
interest in and greater concern for the welfare of the Company.

Options granted under the 1997 Stock Option Plan may either be options that
qualify ("Incentive Stock Options") or options that do not qualify for treatment
as Incentive Stock Options under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").

Incentive Stock Options may be granted under the 1997 Stock Option Plan to
any person who is an officer or other employee (including officers and employees
who are also directors) of the Company or any parent or subsidiaries that may
exist in the future. Non-qualified options may be granted to consultants or
non-employee directors of the Company. The exercise price of Incentive Stock
Options must be at least the fair market value of a share of Common Stock on the
date of grant. A total of 2,000,000 shares of Common Stock have been reserved
for issuance upon the exercise of options granted or to be granted under the
1997 Stock Option Plan. As of September 30, 1998, options to purchase 2,000,000
shares of Common Stock were outstanding, with a weighted average exercise price
of $2.75 per share, none of which were vested or exercisable at such date and
1,600,000 of which will become vested and exercisable

90 days after the effective date of the Prospectus and 400,000 of which will
become vested and exercisable on July 31, 1999, assuming completion of this
offering. No shares remain available for future option grants under the 1997
Stock Option Plan.

The 1997 Stock Option Plan provides that until such time as shares of Common
Stock are registered under Section 12 of the Exchange Act it is to be
administered by the Board of Directors and, after such registration, by the
Option Committee. The Option Committee will consist of at least two, but not
more than three, "Non-Employee Directors" as such term is defined in Rule 16b-3
promulgated under the Exchange Act. The Option Committee will have full and
final authority in its discretion, subject to the 1997 Stock Option Plan's
provisions, to determine, among other things, (i) the individuals to whom
options shall be granted, (ii) whether the option granted shall be an Incentive
Stock Option or a non-qualified stock option, (iii) the number of shares of
Common Stock covered by each option, (iv) the time or times at which options
will be granted, (v) the option vesting schedule, (vi) the exercise price of the
options and (vii) the duration of the options granted. The Option Committee will
also have the power to construe and interpret the 1997 Stock Option Plan and
make certain determinations and take certain other actions deemed necessary or
advisable for the proper administration of the 1997 Stock Option Plan. The 1997
Stock Option Plan may be amended, supplemented, suspended or terminated by the
Board of Directors at any time without the approval of the shareholders of the
Company, subject to certain exceptions, provided, however, that any such action
may not affect options previously granted under the 1997 Stock Option Plan.

1998 STOCK OPTION PLAN. The 1998 Stock Option Plan was adopted by the Board
of Directors on April 8, 1998 and was amended on September 4, 1998 to increase
the number of shares reserved for issuance. The 1998 Stock Option Plan is
intended to encourage investment by the officers and employees of the Company in
shares of Common Stock, thus creating in such persons an increased interest in
and greater concern for the welfare of the Company.

Options granted under the 1998 Stock Option Plan shall be Incentive Stock
Options. Incentive Stock Options may be granted under the 1998 Stock Option Plan
to any person who is an officer or other employee (including officers and
employees who are also directors) of the Company or any parent or subsidiaries
that may exist in the future. The exercise price of Incentive Stock Options must
be at least the fair market value of a share of Common Stock on the date of
grant. Under the 1998 Stock Option Plan, as originally adopted, a total of
500,000 shares of Common Stock were reserved for issuance upon the exercise of
options granted or to be granted under the 1998 Stock Option Plan; the amendment
to the 1998 Stock Option Plan increased this to 1,000,000. As of the date of
this Prospectus, options to purchase 243,000 shares of Common Stock were
outstanding with an exercise price of $8.00 per share, none of which were vested
or exercisable at such date and 228,000 of which will become vested and
exercisable on July 31, 1999, assuming the completion of this offering and
15,000 of which will become vested and exercisable ratably over a three year
period.

The 1998 Stock Option Plan provides that it is to be administered by the
Board of Directors or by an Option Committee appointed by the Board of Directors
and consisting of at least two "Non-Employee Directors" as such term is defined
in Rule 16b-3 promulgated under the Exchange Act. The Option Committee will have
the authority, in its discretion, subject to the 1998 Stock Option Plan's
provisions, to (i) grant Incentive Stock Options, in accordance with Section 422
of the Code; (ii) determine, upon review of relevant information and in
accordance with the 1998 Stock Option Plan, the fair market value of the Common
Stock; (iii) determine the exercise price per share of options to be granted;
(iv) determine the employees to whom, and the time or times at which, options
shall be granted and the number of shares to be represented by each option; (v)
interpret the 1998 Stock Option Plan; (vi) prescribe, amend and rescind rules
and regulations relating to the 1998 Stock Option Plan; (vii) determine the
terms and provisions of each option granted; (viii) accelerate or defer (with
the consent of the optionee) the exercise date of any option; (ix) authorize any
person to execute on behalf of the Company any instrument required to effectuate
the grant of an option previously granted by the

Board of Directors; and (x) make all other determinations deemed necessary or
advisable for the administration of the 1998 Stock Option Plan. The 1998 Stock
Option Plan may be amended or terminated by the Board of Directors or the Option
Committee at any time without the approval of the shareholders of the Company,
subject to certain exceptions.

MANAGEMENT BONUS PLAN

The executive officers and certain other members of corporate management are
eligible to receive bonuses in addition to their base salaries. The bonus plan
is based upon the attainment by management of certain financial goals of the
Company. The amount of the bonuses paid pursuant to the bonus plan, prior to
this offering, has been reviewed and approved by the Board of Directors. After
this offering, amounts to be paid under the bonus plan will be reviewed and
approved by the Compensation Committee.

401(K) PLAN

Effective May 9, 1997, the Company adopted a 401(k) Pre-tax Savings Plan
(the "401(k) Plan"). All employees who have been employed by the Company for at
least 90 days at the beginning of a quarter and are at least 21 years of age are
eligible to participate. Employees may contribute to the 401(k) Plan up to 15%
of their current compensation, subject to a statutorily prescribed annual limit.
The 401(k) Plan provides that the Company will make regular matching
contributions to the 401(k) Plan in the amount of $0.25 for each $1.00
contributed by the participant, up to 6% of the participant's annual
compensation, including overtime. The 401(k) Plan also provides that the Company
may determine to make a discretionary profit-sharing contribution to the plan
each year based upon the Company's profitability for that year. Employee
contributions and the Company's matching contributions are paid to a corporate
trustee and invested in various funds at the discretion of the participant. The
Company's contribution vests over five years or earlier upon attainment of
retirement at age 65, retirement for disability or upon death of the employee or
termination of the 401(k) Plan. Distributions may also be made in the case of a
financial hardship. Distributions may be made in the form of a lump sum. The
401(k) Plan is intended to qualify under Section 401 of the Code, so that
contributions made by employees or by the Company to the 401(k) Plan, and income
earned on such contributions, are not taxable to employees until withdrawn from
the 401(k) Plan. As of the date of this Prospectus, the Company has not made any
profit-sharing contributions to the 401(k) Plan.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1997 the Company had no compensation committee or other committee of
the Board of Directors performing similar functions. Decisions concerning
compensation of executive officers were made by the Board of Directors, which
included Charles E. Fioretti, Samuel L. Caster, Patrick D. Cobb and William C.
Fioretti, who was the Chief Scientific Officer and a director of the Company
until November 1997. Charles E. Fioretti and William C. Fioretti are cousins. It
is contemplated that the Board of Directors will establish the Compensation
Committee, consisting solely of independent directors, subsequent to
consummation of this offering.

CERTAIN TRANSACTIONS

PARTNERSHIP TRANSACTIONS

Prior to June 1, 1997, certain shareholders of the Company (the "Partners")
directly owned all of the limited partnership interests in three limited
partnerships: Beta M. Partners, Ltd. ("Beta"), Eleven Point Partners, Ltd.
("Eleven Point") and Power Three Partners, Ltd. ("Power Three"). All of the
limited partnership interests in Beta were owned by Charles E. Fioretti,
Chairman of the Board and Chief Executive Officer of the Company, Samuel L.
Caster, President and director of the Company, and William C. Fioretti, who at
the time was a director of the Company. Messrs. Charles E. Fioretti, Samuel L.
Caster and William C. Fioretti also owned all of the limited partnership
interests in Power Three. The limited partnership interests in Eleven Point were
owned equally by four other shareholders of the Company, including Patrick D.
Cobb, Chief Financial Officer and Secretary, and currently a director, of the
Company. The limited partnership interests in another limited partnership,
Dynamic Eight Partners, Ltd. ("Dynamic" and, collectively with Power Three, Beta
and Eleven Point, the "Partnerships") were all owned by Power Three and Eleven
Point. The corporate general partners of each of the Partnerships were also
owned and controlled by Messrs. Charles E. Fioretti, Samuel L. Caster and
William C. Fioretti.

The Partnerships were formed in 1994 to achieve certain tax efficiencies and
to protect certain of the Company's proprietary rights. In December 1994, the
Company transferred certain of its rights and interests in intellectual property
and the Company's right to use the trademark "Manapol-TM-," to Beta. The Company
then entered into a 17-year agreement to pay Beta a royalty based on the
Company's sales volume for the use of the intellectual property and trademark.
During 1995, 1996 and 1997, the Company, under this royalty agreement, incurred
expenses of approximately $979,000, $2,554,000 and $1,780,000, respectively.
Also in December 1994, the Company transferred certain marketing rights to
Dynamic. The Company paid Dynamic a commission, based on a specified sales
volume, in exchange for marketing and consulting services. During 1995, 1996 and
1997, the Company, under its marketing agreement with Dynamic, expensed
approximately $1,395,000, $3,295,000 and $2,275,000, respectively, for
consulting fees.

On June 1, 1997, the Company entered into a merger agreement with the
corporate general partners of the Partnerships, Eight Point Services, Inc.,
Triple Gold Business, Inc., Five Small Fry, Inc. and Beta Nutrient Technology,
Inc. (collectively, the "General Partners"). Pursuant to the merger agreement,
the General Partners were merged with and into the Company, and the issued and
outstanding shares of common stock of each such entity were converted into the
right to receive a certain number of shares of the Company's Common Stock. On
the same date, the Company entered into an exchange agreement among the Company
and the Partners, pursuant to which the Company acquired all of the Partners'
limited partnership interests in the Partnerships in exchange for Common Stock.
As a result of these transactions, an aggregate of 10,000,000 shares of Common
Stock were issued to the Partners, including 3,094,946, 3,094,946, 2,867,284 and
235,706 shares issued to Messrs. William C. Fioretti, Samuel L. Caster, Charles
E. Fioretti and Patrick D. Cobb, respectively.

INCENTIVE COMPENSATION AGREEMENTS

In 1994, the Company entered into incentive compensation agreements with
Charles E. Fioretti, the Chairman of the Board and Chief Executive Officer of
the Company, which was provided in lieu of ownership interests in the
Partnerships, Ray Robbins, a shareholder of the Company, which was provided in
part in lieu of ownership interests in the Partnerships, and certain other
employees of the Company. These incentive compensation agreements required the
Company to compensate such shareholders and employees based on the Company
achieving specified monthly sales volumes and certain levels of monthly growth
in the number of new Associates. Pursuant to these agreements, during 1995, 1996
and 1997, the Company paid Mr. Fioretti approximately $21,196, $96,522 and
$93,753, respectively, and, during 1995, 1996 and 1997, the Company paid Mr.
Robbins approximately $144,985, $510,996 and $466,603, respectively. In May and
June 1997, the Company terminated the incentive compensation agreements and
issued 227,662 shares of Common Stock to Mr. Fioretti, 607,333 shares of Common
Stock to Mr. Robbins and an aggregate of 1,192,576 shares of Common Stock to the
other employees in exchange for the termination of their incentive compensation
agreements. In March 1998, the Company terminated the remaining incentive
compensation agreement and issued 74,167 shares of Common Stock to an employee
in exchange for the termination of such agreement.

LOANS TO OFFICERS

Pursuant to an oral agreement to advance certain officers monies for the
payment of taxes due in connection with the cancellation of their incentive
compensation agreements, on December 31, 1997, the Company made loans of
$162,052 to Dr. Bill H. McAnalley, Vice President of Research and Product
Development of the Company, and of $121,782 to Peter E. Hammer, Vice President
of New Business and International Development of the Company. The loans bear no
interest and are due upon the earlier of December 31, 1998 or the date of a
public offering of the Common Stock, whichever is first to occur. The loans are
secured by shares of Common Stock owned by the shareholders and stock powers
have been executed allowing the Company to transfer such shares in the event the
loans are not repaid.

TRANSACTIONS WITH MULTI-VENTURE PARTNERS, LIMITED

In July 1997, in exchange for $10.00 and the agreement of Mr. Chris T.
Sullivan to serve on the Board of Directors, the Company issued Multi-Venture
Partners, Limited, an investment partnership formed by Mr. Sullivan and two
other partners ("Multi-Venture"), an option to purchase 100,000 shares of Common
Stock at an exercise price of $2.00 per share. In addition, in July 1997,
Messrs. Charles E. Fioretti, Samuel L. Caster and William C. Fioretti sold an
aggregate of 399,000 shares of Common Stock to Multi-Venture for an aggregate
consideration of $798,000 ($2.00 per share).

CION, LTD. AGREEMENT

In October 1995, certain shareholders of the Company, including Charles E.
Fioretti, William C. Fioretti, Samuel L. Caster, Patrick D. Cobb and Gary L.
Watson, formed Cion, Ltd. ("Cion"). The Company transferred to Cion its
exclusive international rights to market, sell, manufacture and distribute the
Company's products, excluding the United States, Canada and Mexico. The rights
conferred to Cion under the agreement also included the right to relicense the
rights conferred in various international territories. In return, Cion was to
pay the Company royalties based on future sales plus a 1% ownership of Cion.
During 1995, Cion did not record any sales and in late 1995, Cion ceased
operations. In May 1996, Cion transferred all of its rights and agreements to
Mannatech, Ltd., an Isle of Man corporation, 99% owned by certain employees and
shareholders of the Company and 1% owned by the Company. On January 1, 1997,
Mannatech, Ltd. ceased operations and transferred all of its exclusive
international rights to market, sell, manufacture and distribute the Company's
products back to the Company, exclusive of certain licenses covering a number of
Far Eastern countries which were granted by Cion.

LOANS TO AGRITECH LABS, INC.

During 1996 and 1997, the Company made advances to Agritech Labs, Inc. and
Agritech Technology, Ltd. (together "Agritech") in the aggregate amount of
approximately $918,000. Over 90% of the capital stock of Agritech is owned by
William C. Fioretti, Charles E. Fioretti, Samuel L. Caster and Patrick D. Cobb.
On August 31, 1997, due to concerns about the ability of Agritech to repay the
loans, each of Messrs. William C. Fioretti, Charles E. Fioretti, Samuel L.
Caster and Patrick D. Cobb and another shareholder of both Agritech and the
Company assumed the obligations of Agritech owed to the Company and issued
individual promissory notes to the Company representing the aggregate amount of
approximately $918,000. Each of the promissory notes bears interest at six
percent per annum and is payable on the earlier of December 31, 1998 or the date
that the maker sells Common Stock in an initial public offering of the Company's
securities. The principal amount outstanding under the notes issued by each of
Messrs. William C. Fioretti, Charles E. Fioretti and Samuel L. Caster is
approximately $275,400 and the principal amount outstanding under the note made
by Mr. Patrick D. Cobb is approximately $45,900. Each of Messrs. William C.
Fioretti, Charles E. Fioretti, Samuel L. Caster and Patrick D. Cobb will repay
to the Company all amounts owing under their respective notes with proceeds
received by them in this offering as Selling Shareholders.

CONSULTANT'S FEES

On October 20, 1998, the Company paid William C. Fioretti $250,000 for
consulting services rendered to the Company with respect to sports marketing and
product development issues. Mr. Fioretti is a founder of the Company, a
significant shareholder and the cousin of the Chairman of the Board and Chief
Executive Officer, Charles E. Fioretti.

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth as of September 30, 1998, and as adjusted to
reflect the sale by the Company of, respectively, 1,500,000 shares and 2,200,000
shares of Common Stock in this offering, the number of shares of Common Stock
and the percentage of the outstanding shares of such class that are beneficially
owned by (i) each person who is the beneficial owner of more than 5% of the
outstanding shares of Common Stock, (ii) each of the directors and the Named
Executive Officers of the Company, (iii) each Selling Shareholder and (iv) all
of the current directors and executive officers of the Company as a group.

SHARES
SHARES BENEFICIALLY BENEFICIALLY
SHARES BENEFICIALLY OWNED OWNED
OWNED AFTER AFTER
PRIOR TO OFFERING(1) NUMBER OF OFFERING(1)(2) NUMBER OF OFFERING(1)(3)
------------------------- SHARES ------------------------ SHARES ----------
NAME AND ADDRESS NUMBER PERCENT OFFERED(2) NUMBER PERCENT OFFERED(3) NUMBER
- ---------------------------------- ----------- ------------ ----------- ---------- ------------ ----------- ----------

Samuel L. Caster ................. 5,886,946 26.6% 105,980 5,780,966 24.5% 360,000 5,526,946
c/o Mannatech, Incorporated
600 S. Royal Lane, Suite 200
Coppell, Texas 75019

William C. Fioretti(4) ........... 5,896,946 26.7 300,620 5,596,326 23.7 760,000(6) 5,136,946
c/o Agritech Labs, Inc.
6333 N. St. Highway 161,
Suite 350
Irving, Texas 75063

Charles E. Fioretti .............. 5,584,946 25.3 105,980 5,478,966 23.2 360,000 5,224,946
c/o Mannatech, Incorporated
600 S. Royal Lane, Suite 200
Coppell, Texas 75019

Chris T. Sullivan(7).............. 399,000 1.8 38,928 360,072 1.5 105,000 294,000

Patrick D. Cobb(8)................ 376,456 1.7 48,660 327,796 1.4 150,000 226,456

H. Reginald McDaniel.............. 546,600 2.5 37,031 509,569 2.2 55,000 491,600

Christopher A. Marlett(9)......... 475,015 2.1 17,031 457,984 1.9 475,015 0

Dick Hankins, Jr.................. 458,956 2.1 97,320 361,636 1.5 300,000 158,956

Don Herndon....................... 458,956 2.1 29,196 429,760 1.8 60,000 398,956

Gary Watson....................... 366,456 1.7 48,660 317,796 1.3 200,000 166,456

Phillip P. Brous.................. 350,000 1.5 100,000 250,000 1.1 100,000 250,000

Bill H. McAnalley(10)............. 298,667 1.3 29,196 269,471 1.1 60,000 238,667

Peter E. Hammer................... 228,206 1.0 19,500 208,706 * 65,000 163,206

Kim Snyder........................ 114,103 * 12,165 101,938 * 25,000 89,103

Kathy Schiffer.................... 30,000 * 9,733 20,267 * 20,000 10,000

All executive officers and
directors as a group (12
persons)........................ 12,774,221 57.7 348,244 12,425,977 52.6 2,135,000 10,639,221

NAME AND ADDRESS PERCENT
- ---------------------------------- ------------

Samuel L. Caster ................. 22.3%
c/o Mannatech, Incorporated
600 S. Royal Lane, Suite 200
Coppell, Texas 75019
William C. Fioretti(4) ........... 20.7
c/o Agritech Labs, Inc.
6333 N. St. Highway 161,
Suite 350
Irving, Texas 75063
Charles E. Fioretti .............. 21.1
c/o Mannatech, Incorporated
600 S. Royal Lane, Suite 200
Coppell, Texas 75019
Chris T. Sullivan(7).............. 1.2
Patrick D. Cobb(8)................ *
H. Reginald McDaniel.............. 1.2
Christopher A. Marlett(9)......... *
Dick Hankins, Jr.................. *
Don Herndon....................... 1.6
Gary Watson....................... *
Phillip P. Brous.................. 1.0
Bill H. McAnalley(10)............. *
Peter E. Hammer................... *
Kim Snyder........................ *
Kathy Schiffer.................... *
All executive officers and
directors as a group (12
persons)........................ 42.9

- ------------------------------

* Less than 1%.

(1) The information contained in this table with respect to beneficial ownership
reflects "beneficial ownership" as defined in Rule 13d-3 under the Exchange
Act. All information with respect to the beneficial ownership of any
shareholder has been furnished by such shareholder and, except as otherwise
indicated or pursuant to community property laws, each shareholder has sole
voting and investment power with respect to shares listed as beneficially
owned by such shareholder. Pursuant to the rules of the Commission, in
calculating percentage ownership, each person is deemed to beneficially own
shares subject to options or warrants exercisable within 60 days of the date
of this Prospectus, but shares subject to options or warrants owned by
others (even if exercisable within 60 days) are deemed not to be
outstanding.

(2) Reflects the sale of an aggregate of 1,000,000 shares of Common Stock by
certain Selling Shareholders, including 17,031 Exercised Warrant Shares.

(3) Reflects the sale of an aggregate of 3,095,015 shares of Common Stock by
certain Selling Shareholders, including 475,015 Exercised Warrant Shares.

(4) Includes 1,590,949 shares of Common Stock held by the Fioretti Family
Partnership, Ltd. of which William C. Fioretti is the general partner and
he, his wife and trusts for the benefit of their children are the limited
partners.

(5) Of the 300,620 shares offered by William C. Fioretti, 200,413 are held of
record by William C. Fioretti and 100,207 are held of record by the Fioretti
Family Partnership, Ltd.

(6) Of the 760,000 shares offered by William C. Fioretti, 506,667 are held of
record by William C. Fioretti and 253,333 are held of record by the Fioretti
Family Partnership, Ltd.

(7) All of these shares of Common Stock are held by Multi-Venture. The
management of Multi-Venture is controlled by its sole general partner, SBG
Investments, L.L.C. ("SBG"), which owns a .6% general partnership interest
in Multi-Venture. Mr. Sullivan owns a 27.2% interest in SBG. Mr. Sullivan
shares voting and dispositive power with respect to Common Stock owned by
Multi-Venture.

(8) Includes 60,000 shares of Common Stock held by Joni J. Cobb, Mr. Cobb's
spouse, and 10,000 shares held by trusts established for the benefit of Mr.
Cobb's children and stepchildren.

(9) Includes 475,015 shares of Common Stock subject to the Warrant, all of which
are currently exercisable, and up to 475,015 of which may be exercised and
sold in this offering.

(10) Includes 15,000 shares of Common Stock held by Dr. McAnalley's children.

DESCRIPTION OF CAPITAL STOCK

GENERAL

As of the date of this Prospectus, the authorized capital stock of the
Company consists of 99,000,000 shares of Common Stock, par value $0.0001 per
share, and 1,000,000 shares of Preferred Stock, par value $0.01 per share (the
"Preferred Stock"). Prior to this offering there were 22,101,738 shares of
Common Stock outstanding, held by 36 holders of record. Following this offering,
a minimum of 23,618,769 shares and a maximum of 24,776,753 shares of Common
Stock will be issued and outstanding. No shares of Preferred Stock are
outstanding. The following description is a summary and is subject to and
qualified in its entirety by reference to the provisions of the Articles and the
Bylaws, each of which is filed as an exhibit to the Registration Statement of
which this Prospectus forms a part.

COMMON STOCK

The holders of Common Stock are entitled to one vote for each share on all
matters voted upon by shareholders, including the election of directors, and do
not have cumulative voting rights. The holders of the Common Stock are entitled
to such dividends as may be declared at the discretion of the Board of Directors
out of funds legally available therefor. See "Dividend Policy." Holders of
Common Stock are entitled to share ratably in the net assets of the Company upon
liquidation after payment or provision for all liabilities. The holders of
Common Stock have no preemptive rights to purchase shares of stock in the
Company. Shares of Common Stock are not subject to any redemption provisions and
are not convertible into any other securities of the Company. All outstanding
shares of Common Stock are, and the shares of Common Stock to be issued by the
Company pursuant to this offering will be, upon payment therefor, fully paid and
nonassessable.

PREFERRED STOCK

The Board of Directors may from time to time authorize the issuance of one
or more classes or series of Preferred Stock without shareholder approval.
Subject to the provisions of the Articles and limitations prescribed by law, the
Board of Directors is authorized to change the number of shares constituting any
series and fix and determine the designation and preferences, limitations and
relative rights, including voting rights, of the shares of any series of
Preferred Stock so established, in each case without any action or vote by the
shareholders. The Company has no current plans to issue any shares of Preferred
Stock of any class or series.

One of the effects of undesignated Preferred Stock may be to enable the
Board of Directors to discourage an attempt to obtain control of the Company by
means of a tender offer, proxy contest, merger or otherwise, and thereby protect
the Company's management. The issuance of Preferred Stock pursuant to the Board
of Directors' authority described above may adversely affect the rights of the
holders of Common Stock. For example, Preferred Stock issued by the Company may
rank senior to the Common Stock as to dividend rights, liquidation preference or
both, may have full or limited voting rights and may be convertible into shares
of Common Stock. Accordingly, the issuance of shares of Preferred Stock may
discourage bids for the Common Stock or may otherwise adversely affect the
trading price of the Common Stock.

WARRANT SHARES

On May 1, 1997, pursuant to an agreement with a consultant, the Company
issued a warrant (the "Warrant") exercisable for 475,015 shares of Common Stock
(the "Warrant Shares") at an exercise price of $1.35 per share. The exercise
price and the number of shares issuable upon exercise of the Warrant are subject
to adjustment upon the occurrence of certain events, including (i) the issuance
of Common Stock as a dividend on shares of Common Stock, (ii) subdivisions or
combinations of the Common Stock, (iii) the issuance of rights or warrants to
purchase the Common Stock for less than the market price or

(iv) the distribution of evidences of indebtedness or assets to the holder of
Common Stock or similar events. A holder of the Warrant is not entitled to any
voting, dividend or other rights as a shareholder of the Company. The Warrant
expires upon the earlier to occur of May 1, 2003 or 36 months after the
registration of the Warrant Shares.

Holders of Warrant Shares are entitled to certain registration rights for
such Warrant Shares, including piggyback and demand registration rights. If the
Company proposes to register securities under the Securities Act, the holders of
Warrant Shares may require the Company, subject to certain volume and other
limitations, to include all or any portion of such Warrant Shares in such
registration at the Company's expense. Pursuant to such registration rights, a
minimum of 17,031 and a maximum of 475,015 shares are being offered hereby. In
addition, on two occasions during the term of the Warrant, holders of a majority
of the Warrant Shares (in the event any part of the Warrant is transferred) can
require the Company to file a registration statement under the Securities Act
covering all or any part of the Warrant Shares. The expense of the registration
will be paid by the Company only with respect to the first demand registration.

CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK

Under the Articles, upon completion of this offering there will be a minimum
of 74,223,247 shares and a maximum of 75,381,231 shares of Common Stock
available for future issuance without shareholder approval, depending on the
actual amount sold in this offering. These additional shares may be utilized for
a variety of corporate purposes, including future public offerings to raise
additional capital or facilitate acquisitions. The Company does not currently
have any plans to issue additional shares of Common Stock, other than shares of
Common Stock that may be issued upon the exercise of options and Warrants that
have been granted or may be granted in the future.

SPECIAL PROVISIONS OF THE ARTICLES, THE BYLAWS AND TEXAS LAW

The Texas Miscellaneous Corporation Laws Act (the "Texas Miscellaneous
Laws") authorizes corporations to limit or eliminate the personal liability of
directors to corporations and their shareholders for monetary damages for breach
of their fiduciary duty as directors except for liability of a director
resulting from (i) a breach of such director's duty of loyalty to the
corporation or its shareholders, (ii) an act or omission that is not in good
faith or that involves intentional misconduct or a knowing violation of laws,
(iii) a transaction from which the director received an improper personal
benefit or (iv) an act or omission for which the liability of the director is
expressly provided by an applicable statute. The Articles limit the liability of
directors of the Company (in their capacity as directors but not in their
capacity as officers) to the Company or its shareholders to the fullest extent
permitted by any applicable law. The inclusion of this provision in the Articles
may reduce the likelihood of derivative litigation against directors and may
discourage or deter shareholders from suing directors for breach of their duty
of care, even though such an action, if successful, might otherwise benefit the
Company and its shareholders. The inclusion of such provisions in the Articles
together with a provision in the Bylaws requiring the Company to indemnify its
directors, officers and certain other individuals against certain liabilities,
is intended to enable the Company to attract qualified persons to serve as
directors who might otherwise be reluctant to do so. The Commission has taken
the position that personal liability of directors for violations of the federal
securities laws cannot be limited and that indemnification by the issuer for
such violations is unenforceable.

The Company has entered into separate indemnification agreements with each
of its directors that may require the Company, among other things, to indemnify
them against certain liabilities that may arise by reason of their status or
service as directors to the maximum extent permitted under the TBCA and advance
their expenses incurred as a result of any proceeding against them for which
they could be indemnified, obtain directors' and officers' insurance or maintain
self-insurance in lieu thereof.

Under the TBCA, the board of directors of a corporation has the power to
amend and repeal the corporation's bylaws unless the corporation's articles of
incorporation reserve the power exclusively to the shareholders or a particular
bylaw expressly provides that the board of directors may not amend or repeal the
bylaw. The Bylaws give the Board of Directors the power to alter, amend or
repeal the Bylaws or adopt new bylaws. The Bylaws also provide that the number
of directors shall be fixed from time to time by resolution of the Board of
Directors. These provisions, in addition to the existence of authorized but
unissued capital stock, may have the effect, either alone or in combination with
each other, of discouraging an acquisition of the Company deemed undesirable by
the Board of Directors.

ANTI-TAKEOVER CONSIDERATIONS

ANTI-TAKEOVER STATUTE. On September 1, 1997, the Company became subject to
newly enacted Part 13 of the TBCA ("Part 13"), which subject to certain
exceptions, prohibits a Texas corporation from engaging in any "business
combination" with an "affiliated shareholder" for three years following the date
that such shareholder became an affiliated shareholder, unless: (i) prior to
such date, the board of directors of the corporation approved either the
business combination or the transaction that resulted in the shareholder
becoming an affiliated shareholder; or (ii) the business combination is
authorized at a meeting of shareholders called not less than six months after
such date by the affirmative vote of at least two-thirds of the outstanding
voting shares not owned by the affiliated shareholder.

Part 13 generally defines a "business combination" to include (i) any
merger, share exchange or conversion involving the corporation and the
affiliated shareholder, (ii) any sale, lease, exchange, mortgage, pledge,
transfer or other disposition of 10% or more of the assets of the corporation to
the affiliated shareholder, (iii) subject to certain exceptions, any transaction
that results in the issuance or transfer by the corporation of any stock of the
corporation to the affiliated shareholder, (iv) any transaction involving the
corporation that has the effect of increasing the proportionate ownership
percentage of the stock of any class or series of the corporation beneficially
owned by the affiliated shareholder, (v) any receipt by the affiliated
shareholder of the benefit of any loans, advances, guarantees, pledges or other
financial benefits provided by or through the corporation or (vi) any adoption
of a plan or proposal for the liquidation or dissolution of the corporation
proposed by, or pursuant to any agreement or understanding with, an affiliated
shareholder. In general, Part 13 defines an "affiliated shareholder" as any
entity or person beneficially owning 20% or more of the outstanding voting stock
of the corporation and any entity or person affiliated with or controlling or
controlled by such entity or person. The provisions of Part 13 could have the
effect of delaying, deferring or preventing a change of control of the Company
even if a change of control were in the shareholders' interests.

CLASSIFIED BOARD OF DIRECTORS. The Bylaws provide for the Board of
Directors to be divided into three classes serving staggered three-year terms.
The term of office of the first class of directors will expire at the 1999
annual meeting of shareholders, the term of office of the second class will
expire at the 2000 annual meeting of shareholders and the term of office of the
third class will expire at the 2001 annual meeting of shareholders. The terms of
office of the current directors of the Company are set forth herein under
"Management-Executive Officers and Directors."

At each annual meeting of shareholders, the class of directors to be elected
at such meeting will be elected for a three-year term, and the directors in the
other two classes will continue in office. The staggered terms for directors may
affect the shareholders' ability to change control of the Company even if a
change of control were in the shareholders' interests.

SHAREHOLDER ACTION. As permitted by the TBCA, the Articles provide that any
action which is required to be, or may be, taken at any annual or special
meeting of the shareholders, may be taken without a meeting, without prior
notice, and without a vote, if a consent or consents in writing is signed by the
holder or holders of shares having not less than the minimum number of votes
that would be necessary to take such action at a meeting at which the holders of
all shares entitled to vote on the action

were present and voted. This provision could cause shareholders to approve
proposals in a more expeditious manner, which at times could be detrimental to
the minority shareholders.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is First Chicago Trust
Company of New York.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no market for the Common Stock of the
Company. Future sales of substantial amounts of Common Stock in the public
market, or the perception that such sales might occur, could adversely affect
the market price of the Common Stock and could impair the ability of the Company
to raise equity capital in the future.

Upon completion of this offering, the Company will have a minimum of
23,618,769 shares and a maximum of 24,776,753 shares of Common Stock
outstanding. All of the shares offered hereby will be freely tradeable without
restriction or further registration under the Securities Act, unless purchased
by an "affiliate" of the Company, as that term is defined in Rule 144, as
described below.

SALES OF RESTRICTED SHARES

The shares of Common Stock which are not being sold in this offering are
"restricted securities" within the meaning of Rule 144. Depending on whether the
minimum or maximum number of shares of Common Stock offered hereby are sold,
there will be, respectively, 22,118,769 or 19,481,738 Restricted Shares
outstanding upon the completion of this offering. Of such Restricted Shares,
20,999,602 shares or 19,362,571 shares, respectively, will be eligible for sale
in the public market after the date of this Prospectus, all under and subject to
the restrictions contained in Rule 144.

In general, under Rule 144, a person (or persons whose shares are required
under Rule 144 to be aggregated), including an "affiliate" of the Company, as
that term is defined under the Securities Act and the regulations promulgated
thereunder (an "Affiliate"), who has beneficially owned Restricted Shares for at
least one year is entitled to sell, within any three-month period, a number of
such shares that does not exceed the greater of (i) one percent of the then
outstanding shares of Common Stock (approximately 236,188 shares or 247,767
shares, respectively, immediately after this offering) or (ii) the average
weekly trading volume in the Common Stock during the four calendar weeks
preceding the date on which notice of such sale is filed, provided certain
requirements concerning availability of public information, manner of sale and
notice of sale are satisfied. In addition, Affiliates must comply with the
restrictions and requirements of Rule 144, other than the one-year holding
period requirement, in order to sell shares of Common Stock which are not
restricted securities. Under Rule 144(k), a person who is not an Affiliate and
has not been an Affiliate for at least three months prior to the sale and who
has beneficially owned Restricted Shares for at least two years may resell such
shares without compliance with the foregoing requirements. In meeting the one-
and two-year holding periods described above, a holder of Restricted Shares can
include the holding periods of a prior owner who was not an Affiliate. The one-
and two-year holding periods described above do not begin to run until the full
purchase price or other consideration is paid by the person acquiring the
Restricted Shares from the issuer or an Affiliate.

LOCK-UP ARRANGEMENT

Prior to the completion of this offering, the Company intends to enter into
the Lock-up Agreements with each of its shareholders and option holders, with
the exception of the holder of the Exercised Warrant Shares. Under the Lock-up
Agreements, such shareholders will agree, subject to certain exceptions, not to
offer, sell, contract to sell or otherwise dispose of any shares of Common Stock
until the Lock-up Expiration Date. Upon the expiration of the Lock-up
Agreements, those shares subject to Lock-up Agreements will not, absent
registration, be freely tradeable, but will become eligible for sale under Rule
144 on various dates in the future.

OPTIONS

Rule 701 also provides that the shares of Common Stock acquired upon the
exercise of currently outstanding options issued under the Company's stock plans
may be resold by persons, other than Affiliates, beginning 90 days after the
effective date of this Prospectus, subject only to the manner of sale

provisions of Rule 144, and by Affiliates under Rule 144, without compliance
with its one-year minimum holding period, subject to certain limitations. As of
September 30, 1998, 2,000,000 shares of Common Stock were subject to options
issued under the Company's 1997 Stock Option Plan 1,600,000 of which will become
exercisable 90 days after the completion of this offering and 400,000 of which
will become vested and exercisable on July 31, 1999, assuming completion of this
offering. No shares remained available for future grants under the 1997 Stock
Option Plan. Under the Company's 1998 Stock Option Plan, as of September 30,
1998, options to purchase 243,000 shares of Common Stock were outstanding, of
which 228,000 will become vested and exercisable on July 31, 1999, assuming the
completion of this offering, and 15,000 of which will become vested and
exercisable ratably over a three year period. Options to purchase an additional
757,000 shares of Common Stock may be granted under the 1998 Stock Option Plan.
In addition, the Non-Plan Option to acquire 100,000 shares of Common Stock is
outstanding, but was not exercisable as of the date of this Prospectus. As soon
as practicable following this offering, the Company intends to file a
registration statement under the Securities Act to register shares of Common
Stock issuable or previously issued upon the exercise of stock options granted
under the Company's stock option plans. Shares issued upon the exercise of stock
options after the effective date of this Prospectus or previously issued on
exercise generally will be available for sale in the open market.

REGISTRATION RIGHTS

The Company has also issued the Warrant to purchase 475,015 shares of Common
Stock, which is currently fully exercisable, a minimum of 17,031 and a maximum
of 475,015 shares of which may be exercised and sold in this offering. The
holder of the Warrant has certain registration rights with respect to such
shares of Common Stock. See "Description of Capital Stock-Warrant Shares."

PLAN OF DISTRIBUTION

GENERAL

The Company and the Selling Shareholders are offering to sell up to
5,295,015 shares of the Company's Common Stock. The Common Stock will be offered
by the Company and the Selling Shareholders on a "best efforts" basis. Of the
minimum of 2,500,000 shares, 1,500,000 are being offered by the Company and
1,000,000 are being offered by the Selling Shareholders. The next 1,055,000
shares to be sold are being offered by certain of the Selling Shareholders.
Sales of an amount of shares in excess of 3,555,000 up to 4,955,000 will be
divided equally between the Company and the Selling Shareholders and sales in
excess of 4,955,000 up to the maximum of 5,295,015 will be made by the Selling
Shareholders. If the Company is unable to sell at least 2,500,000 shares of the
Common Stock offered hereby, the Company will cancel this offering and return
all monies collected from subscribers and held in escrow without interest or
deduction. None of the employees, officers or directors of the Company will
receive any compensation in connection with any offers or sales of Common Stock
in this offering. The Company has retained the Placement Agent to assist the
Company in certain aspects of the offering. There are no underwriters involved
in this offering. The Company will pay the Placement Agent a fee of 4.0% of the
gross offering proceeds. The Company and the Placement Agent have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act of 1933.

The Common Stock will be sold at the price of $8.00 per share. The minimum
number of shares a subscriber is required to purchase in order to subscribe to
the offering hereby will be 100 shares. The Company reserves the right to
withdraw, cancel or modify the offering hereby and to reject subscriptions, in
whole or in part, for any reason.

DETERMINATION OF OFFERING PRICE

Prior to the offering hereby, there has been no public market for the Common
Stock. The offering price has been arbitrarily determined by the Company and may
not be indicative of the market price for the Common Stock after this offering.
In determining the offering price, the Board of Directors considered, among
other things, the Company's earnings, its view of the Company's prospects, the
earnings of comparable publicly traded nutritional supplement companies and the
trading price of the stock of those companies. The Company makes no
representations as to any objectively determinable value of the Common Stock.

SUBSCRIPTION PROCEDURES

After the Registration Statement has been declared effective, the Company
will provide to each prospective investor a copy of the final Prospectus
relating to this offering which includes an agreement to purchase shares of the
Common Stock (the "Subscription Agreement"). Completed Subscription Agreements,
together with the appropriate payment for the Common Stock, must be mailed to
the Placement Agent. See "Summary-How to Purchase Shares." The Company's
acceptance of a subscription shall be evidenced solely by the delivery to the
subscriber of a written confirmation of sale. Receipt by the Placement Agent of
a Subscription Agreement and/or deposit with the Escrow Agent or the Placement
Agent of payment for the subscribed shares as described below shall not
constitute acceptance of a subscription. All subscription payments and executed
Subscription Agreements will be delivered to Bank One, Kentucky, NA. Until the
Initial Closing, the subscription payments will be deposited into an escrow
account established with the Escrow Agent, subject to the Initial Closing on
such escrowed funds once the Company has accepted subscriptions for at least
2,500,000 shares and certain additional conditions have been satisfied. After
the Initial Closing, if all shares of Common Stock offered hereby are not sold
as of the date of the Initial Closing, subscription proceeds shall be deposited
by the Placement Agent in a segregated account, subject to subsequent closings
on additional subscriptions received from time to

time as determined by the Company. The Company, through the Placement Agent,
will process and consider for acceptance all qualified subscriptions in the
order received.

Stock certificates will not be issued to subscribers until such time as good
funds related to the purchase of Common Stock by such subscribers are released
from the escrow account to the Company or the Selling Shareholders by the Escrow
Agent with respect to the Initial Closing, or from the segregated subscription
account to the Company or the Selling Shareholders, with respect to subsequent
closings. Until such time as stock certificates are issued to the subscribers,
the subscribers will not be considered shareholders of the Company.

Subscribers will have no right to a return of their subscription payment
held in the escrow account or the segregated subscription account until the
Company decides not to accept such subscription payment; all interest earned on
such funds will belong to the Company.

TERMINATION OF OFFERING

This offering will commence on the date of this Prospectus and will continue
until the earlier of (i) the date upon which the proceeds for all 5,295,015
shares of Common Stock offered hereby are received by the Escrow Agent or
Placement Agent; (ii) January 15, 1999 (subject to the right of the Company to
extend the offering to February 12, 1999); or (iii) the date upon which the
Company terminates this offering for any reason other than the sale of at least
2,500,000 shares of Common Stock. The Company has the right to terminate the
offering and purchase the shares held in escrow at any time after the Escrow
Agent has received the subscription proceeds for 2,500,000 shares. The Company
may terminate this offering at any time until all 5,295,015 shares of Common
Stock offered hereby have been sold. If the Company terminates this offering
before the subscription proceeds for 2,500,000 shares have been received by the
Escrow Agent, all subscription proceeds will be promptly returned to subscribers
without interest or deduction.

LOCK-UP ARRANGEMENT

LEGAL MATTERS

The validity of the issuance of the shares of Common Stock offered hereby
will be passed upon for the Company by Akin, Gump, Strauss, Hauer & Feld,
L.L.P., Dallas, Texas.

EXPERTS

The financial statements of the Company as of December 31, 1997, and for the
year ended December 31, 1997 included in this Prospectus have been so included
in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

The financial statements of the Company as of December 31, 1995 and 1996,
and for each of the two years in the period ended December 31, 1996, included in
this Prospectus have been so included in reliance on the report of Belew Averitt
LLP ("Belew Averitt"), independent accountants, given on the authority of said
firm as experts in accounting and auditing.

In November 1997, the Company advised Belew Averitt that it would no longer
retain the firm as independent accountants. The reports of Belew Averitt on the
Company did not contain an adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles. The decision to change accountants was precipitated by the Company's
plan to complete an initial public offering in 1998 and was approved by the
Board of Directors in November 1997. During the periods audited by Belew Averitt
and through November 1997 there were no disagreements with Belew Averitt on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreement(s) if not resolved to the
satisfaction of Belew Averitt, would have caused it to make reference to the
subject matter of the disagreements in connection with its reports.
PricewaterhouseCoopers was engaged by the Company as its independent accountants
in November 1997.

ADDITIONAL INFORMATION

The Company has filed with the Commission a Registration Statement (which
term shall include any amendments thereto) on Form S-1 under the Securities Act
with respect to the Common Stock offered hereby. This Prospectus, which
constitutes a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain portions of which
have been omitted as permitted by the rules and regulations of the Commission.
Statements contained in this Prospectus as to the contents of any contract or
other document are not necessarily complete, and in each instance reference is
made to the copy of such contract or other document filed as an exhibit to the
Registration Statement, each statement being qualified in all respects by such
reference. For further information with respect to the Company and the Common
Stock, reference is made to the Registration Statement, including the exhibits
and schedules thereto, copies of which may be examined without charge at the
Commission's principal office at 450 Fifth Street, N.W., Washington, D.C. 20549
and the regional offices of the Commission located at 7 World Trade Center, 13th
Floor, New York, New York 10048 and Citicorp Center, 500 West Madison Street,
14th Floor, Chicago, Illinois 60661-2511. Copies of such materials may be
obtained from the Public Reference Section of the Commission, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549 and at its public reference
facilities in New York, New York, and Chicago, Illinois, at prescribed rates.
The Commission also maintains a World Wide Web site that contains reports, proxy
and information statements and other information regarding registrants (which,
after this offering, will include the Company) that file electronically with the
Commission (at http://www.sec.gov).

Immediately following this offering, the Company will become subject to the
periodic reporting and other informational requirements of the Exchange Act. As
long as the Company is subject to such periodic reporting and information
requirements, it will file with the Commission all reports, proxy statements,
and other information required thereby. The Company intends to furnish holders
of the Common Stock with annual reports containing financial statements audited
by an independent certified public accounting firm and may furnish to
shareholders quarterly reports containing unaudited financial information for
the first three quarters of each fiscal year.

MANNATECH, INCORPORATED
INDEX TO FINANCIAL STATEMENTS

Annual Financial Statements:
Report of Independent Accountants................................................. F-2

Independent Auditor's Report...................................................... F-3

Balance Sheets as of December 31, 1996 and 1997 and September 30, 1998............ F-4

Statements of Income for the Years ended December 31, 1995, 1996 and 1997 and the
nine months ended September 30, 1997 and 1998................................... F-5

Statements of Changes in Shareholders' Equity (Deficit) for the Years ended
December 31, 1995, 1996 and 1997 and the nine months ended September 30, 1998... F-6

Statements of Cash Flows for the Years ended December 31, 1995, 1996 and 1997 and
the nine months ended September 30, 1997 and 1998............................... F-7

Notes to Financial Statements..................................................... F-8

F-1

REPORT OF INDEPENDENT ACCOUNTANTS

To Board of Directors and Shareholders of
Mannatech, Incorporated

In our opinion, the accompanying balance sheet and the related statements of
income, of changes in shareholders' equity (deficit) and of cash flows present
fairly, in all material respects, the financial position of Mannatech,
Incorporated at December 31, 1997, and the results of its operations and its
cash flows for the year in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit of these statements in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

PRICEWATERHOUSECOOPERS LLP

Dallas, Texas
March 26, 1998

F-2

INDEPENDENT AUDITOR'S REPORT

Shareholders and Board of Directors
of Mannatech, Incorporated

We have audited the accompanying balance sheet of Mannatech, Incorporated as
of December 31, 1996, and the related statements of income, of changes in
shareholders' equity (deficit) and of cash flows for each of the years in the
two-year period ended December 31, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Mannatech, Incorporated as
of December 31, 1996, and the results of its operations and its cash flows for
each of the years in the two-year period ended December 31, 1996, in conformity
with generally accepted accounting principles.

BELEW AVERITT LLP

Dallas, Texas
August 21, 1997

F-3

MANNATECH, INCORPORATED

BALANCE SHEETS

DECEMBER 31, 1996 AND 1997 AND SEPTEMBER 30, 1998

DECEMBER 31,
------------------------------
1996 1997
-------------- -------------- SEPTEMBER 30,
1998
--------------
(UNAUDITED)

ASSETS
Cash and cash equivalents........................................ $ 1,159,937 $ 61,148 $ 1,373,343
Restricted cash.................................................. - 199,619 -
Accounts receivable, less allowance for doubtful accounts of
$194,000 in 1997............................................... 26,991 549,904 353,070
Receivable from related parties.................................. 502,417 148,888 131,103
Notes receivable from shareholders............................... - 934,929 993,788
Refundable income taxes.......................................... 741,000 - -
Inventories...................................................... 4,947,337 5,323,056 6,630,208
Prepaid expenses and other current assets........................ 166,471 542,978 1,123,695
Deferred tax assets.............................................. 349,651 399,368 321,068
-------------- -------------- --------------
Total current assets......................................... 7,893,804 8,159,890 10,926,275
Property and equipment, net...................................... 3,049,572 10,583,910 13,809,558
Other assets..................................................... 466,603 470,952 431,007
Deferred offering costs.......................................... - 343,672 1,444,393
-------------- -------------- --------------
Total assets................................................. $ 11,409,979 $ 19,558,424 $ 26,611,233
-------------- -------------- --------------
-------------- -------------- --------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current portion of capital lease obligations..................... $ - $ 249,655 $ 597,290
Current portion of note payable.................................. 26,400 - 172,426
Accounts payable................................................. 2,540,116 4,287,159 4,443,852
Accrued expenses................................................. 7,270,164 11,540,577 17,042,097
Dividends payable................................................ 100,000 1,321,654 -
Accounts payable to related parties.............................. 537,472 - -
-------------- -------------- --------------
Total current liabilities.................................... 10,474,152 17,399,045 22,255,665
Capital lease obligations and notes payable, excluding current
portion........................................................ - 110,482 1,204,939
Deferred tax liabilities......................................... 105,000 505,000 912,700
-------------- -------------- --------------
Total liabilities............................................ 10,579,152 18,014,527 24,373,304
-------------- -------------- --------------
Commitments and contingencies (note 11).......................... - - -
Redeemable warrants.............................................. - 300,000 300,000
Shareholders' equity
Preferred stock, $.01 par value, 1,000,000 shares authorized, no
shares issued and outstanding, respectively.................... - - -
Common stock, $.0001 par value, 99,000,000 shares authorized,
20,626,971 and 22,101,738 shares issued and outstanding,
respectively................................................... 2,063 2,210 2,210
Additional paid-in capital....................................... - 2,632,238 2,632,238
Notes receivable from shareholders............................... - (636,418) (636,418)
Retained earnings (deficit)...................................... 828,764 (754,133) (60,101)
-------------- -------------- --------------
Total shareholders' equity................................... 830,827 1,243,897 1,937,929
-------------- -------------- --------------
Total liabilities and shareholders' equity................... $ 11,409,979 $ 19,558,424 $ 26,611,233
-------------- -------------- --------------
-------------- -------------- --------------

See accompanying notes to financial statements.

F-4

MANNATECH, INCORPORATED

STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

AND THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1998

DECEMBER 31, SEPTEMBER 30,
--------------------------------------- ----------------------------
1995 1996 1997 1997 1998
----------- ----------- ------------- ------------- -------------
(UNAUDITED)

Net sales................................. $32,070,758 $86,311,972 $ 150,569,843 $ 111,101,921 $ 122,852,871
----------- ----------- ------------- ------------- -------------
Cost of sales............................. 4,880,331 13,406,303 24,735,616 17,865,973 20,580,911
Commissions............................... 12,338,513 35,155,231 61,677,103 45,459,917 48,974,543
----------- ----------- ------------- ------------- -------------
17,218,844 48,561,534 86,412,719 63,325,890 69,555,454
----------- ----------- ------------- ------------- -------------
Gross profit.......................... 14,851,914 37,750,438 64,157,124 47,776,031 53,297,417
----------- ----------- ------------- ------------- -------------
Operating expenses:
Selling and administrative expenses..... 7,012,199 17,764,415 27,845,502 19,939,329 22,621,662
Other operating costs................... 5,252,817 11,746,003 19,402,317 13,401,671 15,679,390
Cancellation of incentive compensation
agreements............................ - - 2,191,610 1,820,774 -
Write-off of deferred offering costs.... - - - - 940,782
----------- ----------- ------------- ------------- -------------
Total operating expenses.............. 12,265,016 29,510,418 49,439,429 35,161,774 39,241,834
----------- ----------- ------------- ------------- -------------
Income from operations.................... 2,586,898 8,240,020 14,717,695 12,614,257 14,055,583
Other (income) expense, net............... 180,970 (116,009) (43,170) 174,132 (3,625)
----------- ----------- ------------- ------------- -------------
Income before income taxes................ 2,405,928 8,356,029 14,760,865 12,440,125 14,059,208
Income tax expense........................ 67,013 1,193,640 4,138,822 3,507,663 5,413,000
----------- ----------- ------------- ------------- -------------
Net income................................ $ 2,338,915 $ 7,162,389 $ 10,622,043 $ 8,932,462 $ 8,646,208
----------- ----------- ------------- ------------- -------------
----------- ----------- ------------- ------------- -------------
Earnings per common share:
Basic................................... $ .11 $ .35 $ .50 $ .42 $ .39
----------- ----------- ------------- ------------- -------------
----------- ----------- ------------- ------------- -------------
Diluted................................. $ .11 $ .35 $ .47 $ .41 $ .37
----------- ----------- ------------- ------------- -------------
----------- ----------- ------------- ------------- -------------

Unaudited pro forma data (note 1)
Income before income taxes, as
reported.............................. 2,405,928 8,356,029 14,760,865 12,440,125
Pro forma provision for income taxes.... 902,223 3,133,511 5,682,933 4,789,448
----------- ----------- ------------- -------------
Pro forma net income.................... $ 1,503,705 $ 5,222,518 $ 9,077,932 $ 7,650,677
----------- ----------- ------------- -------------
----------- ----------- ------------- -------------
Pro forma earnings per common share:
Basic................................... $ .07 $ .25 $ .42 $ .36
----------- ----------- ------------- -------------
----------- ----------- ------------- -------------
Diluted................................. $ .07 $ .25 $ .41 $ .34
----------- ----------- ------------- -------------
----------- ----------- ------------- -------------

See accompanying notes to financial statements.

F-5

MANNATECH, INCORPORATED

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997

AND THE NINE MONTHS ENDED SEPTEMBER 30, 1998

TOTAL
COMMON STOCK ADDITIONAL NOTES RETAINED SHAREHOLDERS'
------------------------ PAID-IN RECEIVABLE FROM EARNINGS EQUITY
SHARES PAR VALUE CAPITAL SHAREHOLDERS (DEFICIT) (DEFICIT)
----------- ----------- ----------- ---------------- ------------ ---------------

Balance at December 31, 1994.......... 20,626,971 $ 2,063 $ - - $ (352,784) $ (350,721)
Dividends declared ($1.00 per
share)(1)......................... - - - - (10,000) (10,000)
Net income.......................... - - - - 2,338,915 2,338,915
Distributions to partners........... - - - - (2,369,631) (2,369,631)
----------- ----------- ----------- ---------------- ------------ ---------------
Balance at December 31, 1995.......... 20,626,971 2,063 - - (393,500) (391,437)
Dividends declared ($10.00 per
share)(1)......................... - - - - (100,000) (100,000)
Net income.......................... - - - - 7,162,389 7,162,389
Distributions to partners........... - - - - (5,840,125) (5,840,125)
----------- ----------- ----------- ---------------- ------------ ---------------
Balance at December 31, 1996.......... 20,626,971 2,063 - - 828,764 830,827
Issuance of common stock to cancel
incentive compensation
agreements........................ 1,474,767 147 2,191,463 - - 2,191,610
Vesting of nonemployee stock
options........................... - - 155,503 - - 155,503
Tax benefit of shares issued for
merger of partnerships............ - - 285,272 - - 285,272
Issuance of notes receivable to
shareholders...................... - - - (636,418) - (636,418)
Dividends declared ($.37 per
share)............................ - - - - (8,150,201) (8,150,201)
Net income.......................... - - - - 10,622,043 10,622,043
Distributions to partners........... - - - - (4,054,739) (4,054,739)
----------- ----------- ----------- ---------------- ------------ ---------------
Balance at December 31, 1997.......... 22,101,738 2,210 2,632,238 (636,418) (754,133) 1,243,897
Dividends declared ($.36 per share)
(unaudited)....................... - - - - (7,952,176) (7,952,176)
Net income (unaudited).............. - - - - 8,646,208 8,646,208
----------- ----------- ----------- ---------------- ------------ ---------------
Balance at September 30, 1998
(unaudited)......................... 22,101,738 $ 2,210 $ 2,632,238 (636,418) $ (60,101) $ 1,937,929
----------- ----------- ----------- ---------------- ------------ ---------------
----------- ----------- ----------- ---------------- ------------ ---------------

- ------------------------------
(1) Dividends are based on the shares outstanding prior to the reorganization
and the 1000-for-1 stock split (10,000 shares) as discussed in notes 1 and
12, respectively.

See accompanying notes to financial statements

F-6

MANNATECH, INCORPORATED

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997
AND THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1998

DECEMBER 31 SEPTEMBER 30
-------------------------------------- ------------------------
1995 1996 1997 1997 1998
----------- ----------- ------------ ----------- -----------
(UNAUDITED)

Cash flows from operating activities:
Net income............................................... $ 2,338,915 $ 7,162,389 $ 10,622,043 $ 8,932,462 $ 8,646,208
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization.......................... 75,341 414,299 1,189,494 844,217 1,584,453
Loss (gain) on disposal of assets...................... 46,523 3,876 411,202 130,201 68,430
Noncash charge for cancellation of incentive
compensation agreements.............................. - - 2,191,610 1,264,295 -
Vesting of nonemployee stock options and warrants...... - - 455,503 355,503 -
Loss on settlement of contract......................... 180,600 - - - -
Write-off of investment................................ - 115,000 - - -
Deferred income tax expense (benefit).................. 60,013 (136,829) 350,283 (37,825) 486,000
Changes in operating assets and liabilities:
Accounts and notes receivable........................ 139,302 (449,899) (1,740,731) (1,008,724) 155,760
Refundable income taxes.............................. (285,911) (455,089) 741,000 741,000 -
Inventories.......................................... (2,319,350) (1,801,879) (375,719) (3,214,053) (1,307,152)
Prepaid expenses and other current assets............ (106,878) (50,330) (376,507) (578,812) (580,717)
Other assets......................................... (166,261) 70,798 (4,749) (3,603) 39,945
Accounts payable..................................... 1,136,863 191,504 1,747,043 2,747,287 156,693
Accrued expenses..................................... 1,991,606 4,531,725 4,555,685 5,486,077 5,937,190
----------- ----------- ------------ ----------- -----------
Net cash provided by operating activities.......... 3,090,763 9,595,565 19,766,156 15,658,025 15,166,928
----------- ----------- ------------ ----------- -----------
Cash flows from investing activities:
Proceeds from sale of equipment.......................... - - - 75,000 -
Acquisition of property and equipment and construction in
progress............................................... (768,505) (2,660,108) (8,737,232) (7,230,640) (3,406,544)
Security deposits........................................ - (460,350) - - -
Deposits of restricted cash.............................. - - (199,619) (730,416) 199,617
Deferred offering costs, net of write-offs............... - - (343,672) (199,293) (1,100,721)
Other assets............................................. (75,000) (40,000) - - -
----------- ----------- ------------ ----------- -----------
Net cash used in investing activities.............. (843,505) (3,160,458) (9,280,523) (8,085,349) (4,307,648)
----------- ----------- ------------ ----------- -----------
Cash flows from financing activities:
Distributions to partners................................ (1,904,611) (5,268,033) (4,054,739) (4,054,739) -
Payment of dividends..................................... - (20,000) (6,928,547) (2,963,584) (9,273,830)
Repayment of capital lease obligations................... - - (37,265) (264,261)
Advances from shareholders and employees................. 159,486 26,436 61,055 61,055 -
Repayments to shareholders and employees................. - (688,293) (598,527) (598,527) -
Advances from an affiliated company...................... 206,660 - - - -
Repayment to an affiliated company....................... - (206,660) - - -
Payment of notes payable................................. (39,537) (71,200) (26,400) (26,400) (28,876)
----------- ----------- ------------ ----------- -----------
Net cash used in financing activities.............. (1,578,002) (6,227,751) (11,584,423) (7,582,195) (9,566,967)
----------- ----------- ------------ ----------- -----------
Net increase (decrease) in cash and cash equivalents....... 669,256 207,356 (1,098,789) (9,519) 1,312,195
Cash and cash equivalents:
Beginning of year........................................ 283,325 952,581 1,159,937 1,159,937 61,148
----------- ----------- ------------ ----------- -----------
End of year.............................................. $ 952,581 $ 1,159,937 $ 61,148 $ 1,150,418 $ 1,373,343
----------- ----------- ------------ ----------- -----------
----------- ----------- ------------ ----------- -----------

Supplemental disclosure of cash flow information:
Income taxes paid........................................ $ 296,000 $ 1,716,100 $ 68,800 $ 105,000 $ 3,258,000
----------- ----------- ------------ ----------- -----------
----------- ----------- ------------ ----------- -----------
Interest paid............................................ $ 8,000 $ - $ 10,885 $ 2,000 $ 20,000
----------- ----------- ------------ ----------- -----------
----------- ----------- ------------ ----------- -----------
Interest received........................................ $ - $ - $ - $ - $ 67,000
----------- ----------- ------------ ----------- -----------
----------- ----------- ------------ ----------- -----------

A summary of non-cash investing and financing activities follows:
Accrued dividends and distributions...................... $ 475,020 $ 672,091 $ 1,321,654 $ 1,321,654 -
----------- ----------- ------------ ----------- -----------
----------- ----------- ------------ ----------- -----------
Tax benefit of shares granted for merger of
partnerships........................................... $ - $ - $ 285,272 $ 285,272 -
----------- ----------- ------------ ----------- -----------
----------- ----------- ------------ ----------- -----------
Assets acquired through capital lease obligations........ $ - $ - $ 397,402 $ - $ 1,471,985
----------- ----------- ------------ ----------- -----------
----------- ----------- ------------ ----------- -----------
Assets acquired through note payable..................... $ - $ - $ - $ - $ 435,670
----------- ----------- ------------ ----------- -----------
----------- ----------- ------------ ----------- -----------

See accompanying notes to financial statements

F-7

MANNATECH, INCORPORATED

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Mannatech, Incorporated (the "Company") was incorporated in the State of
Texas on November 4, 1993, as Emprise International, Inc. Effective October 25,
1995, the Company changed its name to Mannatech, Incorporated. The Company,
located in Coppell, Texas, develops and sells proprietary nutritional
supplements and topical products through a network marketing system. The Company
sells its products in the United States and Canada and is currently planning to
expand into Australia, while continuing to assess the potential of other foreign
markets. Independent associates ("Associates") purchase products, at wholesale,
for the primary purpose of selling to retail consumers or for personal
consumption. In addition, Associates earn commissions on their sales volume.

REORGANIZATION

In December 1994, to achieve certain tax efficiencies and to protect certain
of the Company's proprietary rights, the Company transferred certain of its
rights and interests in intellectual property, the right to use a supplier's
trademark and its marketing rights to two affiliated partnerships ("Royalty
Partnership" and "Marketing Partnership," respectively, or collectively "the
Partnerships"). The Marketing Partnership was owned by two affiliated
partnerships that also shared common ownership with the Company. The respective
ownership interests in the Partnerships were structured with the intention of
retaining the same economic interests among the partners as that of the
shareholders of the Company. In the case of the intellectual property and
trademark transferred to the Royalty Partnership, the Company entered into a
17-year agreement with the Royalty Partnership to pay a royalty based on sales
volume. In the case of the Marketing Partnership, the Company paid a commission
based on a specified percentage of sales volume. At the time of transfer, the
rights and interest in intellectual property, supplier's trademark and marketing
rights had a minimal basis. During 1994, the Company also entered into separate
incentive compensation agreements with two of its shareholders pursuant to which
the Company agreed to pay commissions based on specified monthly sales volumes
and increases in number of new enrolled Associates. These agreements were
designed to compensate for the differences in ownership in the Partnerships for
one of the principal shareholders and to provide compensation to a shareholder
in lieu of receiving a Partnership interest.

On June 1, 1997, in order to simplify the Company's ownership structure and
consolidate all operating activities, the Company entered into agreements to
effect a reorganization through merging with the corporate general partners of
the Partnerships (with the Company as the surviving corporation) and exchanging
10,000,000 shares of Common Stock for the entire ownership interests of the
corporate general partners and the Partnerships and issued 2,027,571 shares of
Common Stock in consideration for the cancellation of incentive compensation
agreements with the two shareholder-employees and four other employees of the
Company. The net effect of the foregoing transactions was to increase the
Company's common shares outstanding by 12,027,571 while retaining substantially
the same relative original ownership of the Company. The only ownership
percentage change among the original shareholders related to 208,024 shares
granted to one shareholder in recognition of significant contributions to the
Company, which resulted in minor dilution to the other original seven
shareholders at the time of the exchange. The fair value of these additional
shares was expensed, and is included in cancellation of incentive compensation
agreements in the income statement. No monetary consideration changed hands and
the changes were designed to reestablish the original economic characteristics
of the Company. Aside from the new shares issued to the four employees to cancel
their incentive compensation agreements, relative ownership interests, as
evidenced by retention of economic risks and benefits, remained virtually the
same. After the exchange, the Company terminated and liquidated the Partnerships
at no gain or loss.

F-8

MANNATECH, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
The accompanying financial statements include the accounts of the
Partnerships and the Company as if the merger was consummated on December 31,
1994. The merger was accounted using the historical basis for each entity,
effectively combining the entities as a pooling of interests.

USE OF ESTIMATES

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make certain estimates and
assumptions that may affect the reported amounts of assets, liabilities,
revenues and expenses during the reporting periods. Actual results may differ
from such estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original maturities
of three months or less to be cash equivalents.

RESTRICTED CASH

At December 31, 1997, $199,619 of cash was held by the Company's former
credit card processor under the terms of the credit card processing agreement.
The Company expects the restricted funds to be released early in 1998.

INVENTORIES

Inventories consist of raw materials, work-in-progress and finished goods
and are stated at the lower of cost (using the first-in, first-out method) or
market.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost, less accumulated depreciation
which is computed using the straight-line method over the estimated useful life
of each asset. Expenditures for maintenance and repairs are charged to expense
as incurred. The cost of property and equipment sold or otherwise retired and
the related accumulated depreciation are removed from the accounts and any
resulting gain or loss is included in other (income) expense.

Property and equipment are reviewed for impairment whenever an event or
change in circumstances indicates the carrying amount of an asset or group of
assets may not be recoverable. The impairment review includes a comparison of
future cash flows expected to be generated by the asset or group of assets with
their associated carrying value. If the carrying value of the asset or group of
assets exceeds expected cash flows (undiscounted and without interest charges),
an impairment loss is recognized to the extent the carrying amount of the asset
exceeds its fair value.

OTHER ASSETS

Other assets consist of deposits, deferred offering costs and organization
costs. Organization costs are being amortized on a straight-line basis over five
years. Deferred offering costs will be deducted from the proceeds of the
anticipated public offering of the Company's Common Stock.

F-9

MANNATECH, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ACCOUNTS PAYABLE

The Company records book overdrafts in its cash accounts as accounts
payable. Included in accounts payable are book overdrafts of $334,374 and
$1,028,676 at December 31, 1996 and 1997, respectively.

INCOME TAXES

The Company accounts for income taxes using the asset and liability approach
to financial accounting and reporting for income taxes. In the event that
differences between the financial reporting bases and the tax bases of the
Company's assets and liabilities result in net deferred tax assets, the Company
evaluates the probability of realizing the future benefits indicated by such
assets. A valuation allowance is provided for a portion or all of the net
deferred tax assets when it is more likely than not that such portion, or all of
such deferred tax assets, will not be realized.

Prior to the merger of the Partnerships, the Company and the Partnerships
filed separate tax returns. Prior to June 1, 1997, no provision for income taxes
was necessary in the financial statements for the income attributable to the
Partnerships because, as partnerships, they were not subject to federal income
tax because the tax effect of their activities flowed through directly to the
individual partners. Beginning June 1, 1997, all income earned by the Company
became subject to income tax.

PRO FORMA INFORMATION (UNAUDITED)

Pro forma income tax information has been provided, using the statutory tax
rate of the Company, as if all of the Company's and the Partnerships' income had
been subject to income taxes.

REVENUE RECOGNITION

Revenue is recognized for product sales upon shipment of the products to the
Associates. Revenues are received for promotional packs provided to Associates,
which include nutritional products and sales aids.

The Company defers revenue received from the sale of the starter and renewal
packs which is in excess of the wholesale value of the individual items included
in such packs. Such deferrals are amortized over a twelve-month period. Revenues
from the packs are allocated between products and event admission based on the
proportionate fair value of these items. Allocated event revenue from the sales
of these packs was approximately $38,100, $405,000 and $906,000 in 1995, 1996
and 1997, respectively. The allocated event revenues are amortized over a
twelve-month period. Total net deferred revenue was $521,171 and $808,749 at
December 31, 1996 and 1997 respectively.

Substantially all product sales are made to Associates at a published
wholesale price. Net sales also reflect product returns and the related refund.

ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company has adopted Statement of Financial Accounting Standards No. 123
("FAS 123"), "Accounting for Stock-Based Compensation," for stock-based
compensation issued to nonemployees. FAS 123 requires that stock-based
compensation be measured by the fair value at the date of grant. The

F-10

MANNATECH, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Company measures the cost of stock-based compensation issued to employees under
Accounting Principles Board Opinion 25, "Accounting for Stock Issued to
Employees" ("APB 25"), and its related interpretations. The Company has,
however, provided pro forma disclosures in note 10 for stock-based compensation
accounted for under APB 25, as required by FAS 123.

ADVERTISING COSTS

Advertising and promotional expenses are included in selling and
administrative expenses and are charged to operations when incurred. Advertising
and promotional expenses were approximately $450,000, $1,475,000 and $2,241,000
for 1995, 1996 and 1997, respectively. Literature and promotional items are sold
to Associates to support their sales effort. Such items are included in
inventories and charged to cost of sales when sold.

RESEARCH AND DEVELOPMENT COSTS

The Company expenses research and development costs when incurred. Research
and development costs are included in other operating expenses and were
approximately $3,000, $283,000 and $381,000 in 1995, 1996 and 1997,
respectively.

SOFTWARE DEVELOPMENT COSTS

The Company capitalizes qualifying costs relating to the development of
internal use software. Capitalization of qualifying costs begins after the
conceptual formulation stage has been completed, and such costs are amortized
over the estimated useful life of the software, which is estimated at five
years. Capitalized costs totaled $58,000 and $1,713,000 in 1996 and 1997,
respectively. The Company did not capitalize any such costs during 1995. The
amounts capitalized in 1997 are included in construction in progress and are
expected to be completed during 1998.

During January 1998, the American Institute of Certified Public Accountants
issued Statement of Position 98-1 "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1 becomes effective
for all fiscal years beginning after December 15, 1998. The Company does not
expect the adoption of SOP 98-1 to have a material impact on Company's financial
statements.

EARNINGS PER SHARE

The Company calculates earnings per share pursuant to Statement of Financial
Accounting Standards No. 128, "Earnings per Share" ("FAS 128"). FAS 128 requires
dual presentation of basic and diluted earnings per share ("EPS") on the face of
the statement of income for all entities with complex capital structures and
requires a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS computation.
Basic EPS calculations are based on the weighted-average number of common shares
outstanding during the period, while diluted EPS calculations are based on the
weighted-average common shares and dilutive common share equivalents outstanding
during each period.

CONCENTRATIONS OF CREDIT RISK

Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of cash, cash equivalents and
receivables from related parties. The Company utilizes financial

F-11

MANNATECH, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
institutions which the Company considers to be of high credit quality. The
Company believes its receivables from related parties at December 31, 1997 and
its notes receivables from shareholders are fully collectible.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of the Company's financial instruments, including cash and
cash equivalents, notes receivable, note payable, capital leases and accrued
expenses, approximate their recorded values due to their relatively short
maturities.

COMMISSIONS

Commissions to Associates are based on several factors, including direct and
indirect sales, downline growth and training of associates. Commissions are
accrued when earned and generally paid at various times within the following
month.

SEGMENT INFORMATION

The Company conducts its business within one industry segment. No Associate
accounted for more than 10% of total sales for the years ended December 31,
1995, 1996 and 1997. Sales to Canadian Associates began in 1996 and were less
than 10% of total sales in 1996. Such sales were 14% of total sales in 1997.

RECLASSIFICATIONS

Certain prior years' amounts have been reclassified to conform with the
current year presentation.

UNAUDITED INTERIM FINANCIAL INFORMATION

In the opinion of management, all adjustments, consisting only of normal
recurring adjustments that are necessary for fair presentation, have been
included in the unaudited financial information for the interim periods ended
September 30, 1997 and 1998.

2. INVENTORIES

Inventories at December 31, 1996 and 1997 consist of the following:

1996 1997
------------- -------------

Raw materials................................................... $ 3,447,362 $ 1,827,823
Work-in-progress................................................ 150,140 -
Finished goods.................................................. 1,349,835 3,495,233
------------- -------------
$ 4,947,337 $ 5,323,056
------------- -------------
------------- -------------

F-12

MANNATECH, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

3. PROPERTY AND EQUIPMENT

Property and equipment at December 31, 1996 and 1997 consist of the
following:

ESTIMATED
USEFUL LIVES 1996 1997
-------------- ------------- --------------

Office furniture and equipment................ 5 to 7 years $ 740,170 $ 3,087,775
Computer equipment............................ 3 to 5 years 1,201,657 2,724,579
Automobiles................................... 5 years 327,202 298,722
Leasehold improvements........................ 10 years 88,165 3,162,714
------------- --------------
2,357,194 9,273,790
Less accumulated depreciation and
amortization................................ (390,278) (1,389,233)
------------- --------------
1,966,916 7,884,557
Construction in progress...................... 1,082,656 2,699,353
------------- --------------
$ 3,049,572 $ 10,583,910
------------- --------------
------------- --------------

Construction in progress primarily consists of the construction of a new
warehouse facility, a research and development laboratory and the internal
development of a new computer software package. Included in the December 31,
1997 balance are capital leases of $397,402 related to the warehouse equipment.

4. ACCRUED EXPENSES

Accrued expenses at December 31, 1996 and 1997 consist of the following:

1996 1997
------------- --------------

Commissions payable............................................ $ 2,481,755 $ 3,801,324
Income taxes payable........................................... - 2,692,248
Accrued royalties and compensation............................. 2,361,703 1,251,215
Accrued inventory purchases.................................... 211,702 1,218,975
Sales and other taxes payable.................................. 900,154 812,368
Deferred revenue............................................... 521,171 808,749
Customer deposits.............................................. 536,037 216,436
Other accrued expenses......................................... 257,642 739,262
------------- --------------
$ 7,270,164 $ 11,540,577
------------- --------------
------------- --------------

5. NOTES PAYABLE

The Company had an unsecured noninterest bearing promissory note payable to
a former employee, payable in monthly installments of $6,600 through May 1997.
The note was repaid during 1997.

In May 1995, the Company and a shareholder entered into a $500,000
line-of-credit agreement with a bank. This line was collateralized by personal
assets of the shareholder. The interest rate was equal to the bank's prime rate,
which was 8.25% at December 31, 1996. During 1996, the shareholder borrowed
$250,000 of the line-of-credit for personal use, which was subsequently repaid
in full. The line of credit expired in September 1997, and there were no amounts
outstanding at December 31, 1996.

F-13

MANNATECH, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

6. CAPITAL LEASE OBLIGATIONS

The Company leases certain furniture and equipment under various capital
leases agreements. These agreements have terms which range from three to five
years and contain either a bargain purchase option or a buyout provision which
the Company intends to exercise. A summary of future minimum payments under
these capital lease agreements are as follows:

YEAR ENDING DECEMBER 31,
- ------------------------------------------------------------------------------

1998.......................................................................... $ 265,907
1999.......................................................................... 37,586
2000.......................................................................... 37,586
2001.......................................................................... 37,586
2002.......................................................................... 28,189
--------------
Present value of future minimum lease payments................................ 406,854
Less imputed interest (approximately 12%)..................................... (46,717)
--------------
360,137
Less current portion of capital lease obligations............................. (249,655)
--------------
Capital lease obligations, excluding current portion.......................... $ 110,482
--------------
--------------

In January 1998, the Company entered into a $1.5 million interim lease
line-of-credit agreement (the "Line of Credit Agreement") with Banc One Leasing
Corporation to fund the purchase of furniture and certain capital equipment in
connection with the Company's relocation to its new facility. The Line of Credit
Agreement bears interest at the prime interest rate of Bank One, Columbus, NA
plus one-half percent, is secured by the leased assets, is guaranteed by two of
the Company's shareholders and will expire on December 15, 1998. The Line of
Credit Agreement allows the Company to convert amounts drawn thereunder into
capital leases and, in March and August 1998, the Company converted $631,000 and
$841,000 respectively which had been drawn on the Line of Credit Agreement into
a capital leases (the "Capital Lease"). The Capital Lease bears interest at
9.3%, is collateralized by the leased assets and is payable in 36 installments.

7. INCOME TAXES

The components of the Company's income tax provision for 1995, 1996 and 1997
were as follows:

1995 1996 1997
--------- ------------- -------------

Current provision:
Federal........................................... $ 5,844 $ 1,147,481 $ 3,324,855
State............................................. 1,156 182,988 463,685
--------- ------------- -------------
7,000 1,330,469 3,788,540
--------- ------------- -------------
Deferred provision:.................................
Federal........................................... 54,170 (124,397) 291,223
State............................................. 5,843 (12,432) 59,059
--------- ------------- -------------
60,013 (136,829) 350,282
--------- ------------- -------------
$ 67,013 $ 1,193,640 $ 4,138,822
--------- ------------- -------------
--------- ------------- -------------

F-14

MANNATECH, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

7. INCOME TAXES (CONTINUED)
A reconciliation of income tax based on the U.S. federal statutory rate is
summarized as follows for the years ended December 31:

1995 1996 1997
--------- --------- ---------

Federal statutory income taxes...................................... 34.0% 34.0% 35.0%
Partnership income.................................................. (36.1) (23.8) (9.6)
State income taxes, net of federal benefit.......................... 0.3 2.0 2.4
Nondeductible expenses.............................................. 1.4 3.0 0.5
Other............................................................... 3.2 (0.9) (0.2)
--------- --------- ---------
2.8% 14.3% 28.1%
--------- --------- ---------
--------- --------- ---------

Deferred taxes consisted of the following at December 31:

1996 1997
----------- -----------

Deferred tax assets:
Current:
Deferred revenue................................................ $ 200,651 $ 311,368
Inventory capitalization........................................ 119,000 86,000
Capital loss carryforward....................................... 20,000 -
Other........................................................... 10,000 2,000
----------- -----------
Total current deferred tax assets............................. 349,651 399,368
----------- -----------
Noncurrent:
Compensation expense............................................ - 318,000
Capital loss carryforward....................................... - 20,000
----------- -----------
Total noncurrent deferred tax assets.......................... - 338,000
----------- -----------
Total gross deferred tax assets............................. $ 349,651 $ 737,368
----------- -----------
----------- -----------
Deferred tax liabilities:
Noncurrent:
Depreciation and amortization................................... $ 105,000 $ 843,000
----------- -----------
----------- -----------

The net deferred tax assets (liabilities) are classified in the financial
statements as follows:

1996 1997
------------ ------------

Current deferred tax assets....................................... $ 349,651 $ 399,368
Noncurrent deferred tax liabilities............................... (105,000) (505,000)
------------ ------------
Net deferred tax assets (liabilities)............................. $ 244,651 $ (105,632)
------------ ------------
------------ ------------

It is the opinion of the Company's management that the deferred tax assets
will more likely than not be realized; therefore, a valuation allowance is not
required.

F-15

MANNATECH, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

8. TRANSACTIONS WITH RELATED PARTIES AND AFFILIATES

In April 1994, the Company entered into an incentive compensation agreement
with Ray Robbins, a shareholder of the Company. The agreement and its subsequent
amendments required the Company to pay commissions based on a specified monthly
sales volume and admittance of independent Associates. During 1995, 1996 and
1997, the Company paid commissions to Mr. Robbins of approximately $145,000,
$511,000 and $467,000, respectively. During 1995, the Company paid a shareholder
of an affiliated company professional fees of approximately $162,000 to serve as
the Company's in-house counsel.

During 1995, 1996 and 1997, the Company advanced to certain employees,
shareholders and an affiliated company funds of which $502,417 and $148,888
remained unpaid at December 31, 1996 and 1997, respectively. During 1997, the
Company converted certain accounts receivable from an affiliated company to
notes receivable from the shareholders of the affiliated company. These
shareholders are also shareholders of the Company. The notes receivable bear
interest at 6.0%, and are due upon the earlier of the sale of the affiliated
company or December 31, 1998. The total amount of such notes outstanding at
December 31, 1997 was $934,929.

On December 31, 1997, the Company advanced $283,834 to two officers and
$352,584 to two directors of the Company to pay taxes due in connection with the
cancellation of their incentive compensation agreements. These advances are also
evidenced by notes receivable from the shareholders. These notes are noninterest
bearing, are collateralized by 203,101 shares of stock held by such shareholders
and are due upon the earlier of December 31, 1998 or upon sale of the stock.
These notes will be repaid out of the proceeds expected to be received by the
shareholders from the sale of their stock in the offering. The total amount of
these notes outstanding at December 31, 1997 was $636,418.

9. CANCELLATION OF INCENTIVE COMPENSATION AGREEMENTS

Prior to June 1, 1997, the Company paid certain shareholders and employees
commissions which were based on sales volume. During 1997, the Company issued
2,027,571 shares of its Common Stock to shareholders and employees to cancel
these agreements. These shares included 626,971 of shares issued to cancel
incentive compensation agreements which had been provided to two shareholders in
lieu of ownership interests in the Partnerships (Note 1). The shares issued were
valued at $1.30 per share, which was based on an appraisal at the date of the
transaction. In December 1997, the Company agreed to cancel another incentive
compensation agreement by issuing 74,167 shares of Common Stock valued at $5.00
per share. As a result of these transactions, during 1997 the Company recognized
additional nonrecurring compensation expense of $2,191,610.

10. EMPLOYEE BENEFIT PLAN

EMPLOYEE RETIREMENT PLAN

Effective May 9, 1997, the Company adopted a defined contribution 401(k) and
profit-sharing plan (the "Plan"). The Plan covers all full-time employees who
have completed three months of service and attained the age of twenty-one.
Employees can contribute up to 15% of their annual compensation.

The Company will match 25% of the first 6% contributed and may also make
discretionary contributions to the Plan, which may not exceed 100% of the first
15% of the employees annual compensation. Company contributions to employees
vest ratably over a five-year period. During 1997, the Company contributed
approximately $49,000 to the Plan.

F-16

MANNATECH, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

10. EMPLOYEE BENEFIT PLAN (CONTINUED)
STOCK OPTION PLAN

In May 1997, the Board of Directors approved the 1997 Stock Option Plan (the
"Stock Option Plan") which provides incentive and nonqualified stock options to
employees and nonemployees, respectively. The Company reserved 2,000,000 shares
of common stock for issuance pursuant to the stock options granted under the
Stock Option Plan. As of December 31, 1997, 1,600,000 stock options were
outstanding, but not exercisable as follows:

WEIGHTED
AVERAGE
EXERCISE
SHARES PRICE
------------- -----------

Outstanding at January 1, 1997..................................... - -
Granted.......................................................... 1,600,000 $ 1.45
Exercised........................................................ - -
Canceled......................................................... - -
-------------
Outstanding at December 31, 1997................................... 1,600,000 $ 1.45
-------------
-------------
Options exercisable at December 31, 1997........................... - -
-------------
-------------
Weighted-average fair value of options granted during the year..... $ 1.11
-------------
-------------

Under the Stock Option Plan, incentive stock options granted to employees
are valued using the intrinsic method, are nontransferable and are granted for
terms no longer than ten years and at a price which may not be less than 100% of
the fair value of the common stock on the date of grant. During 1997, the
Company issued 1,244,000 stock options to employees at a price ranging from
$1.35 to $2.00 per share. No compensation cost was recognized as the exercise
price of the options was equal to the fair value of options at the date of
grant. Had compensation cost for employee stock options been determined based on
the Black-Scholes option-pricing model at the grant date, pro forma net income
and earnings per share for 1997 using the following weighted-average assumptions
would have been as follows:

Dividend yield.................................................................. 4%
Expected volatility............................................................. 0%
Risk-free rate of return........................................................ 5%
Expected life................................................................... 10 years

F-17

MANNATECH, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

10. EMPLOYEE BENEFIT PLAN (CONTINUED)
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the vesting period. The Company's pro forma
information follows:

1997
--------------

Net income
As reported................................................................. $ 10,622,043
Pro forma................................................................... $ 10,542,364
Basic EPS
As reported................................................................. $ 0.50
Pro forma................................................................... $ 0.49
Diluted EPS
As reported................................................................. $ 0.47
Pro forma................................................................... $ 0.47

Under the Stock Option Plan, nonqualified stock options granted to
nonemployees are valued using the fair value method, are nontransferable and are
granted for terms no longer than six years and at a price which may not be less
than 100% of the fair value of the common stock on the date of grant. During
1997, the Company issued 356,000 nonqualified stock options to nonemployees at
an exercise price of $1.35 per share. Additionally, the Company issued 100,000
nonqualified stock options in July 1997. These options are priced at $2.00, vest
immediately, are exercisable after one year and have a term of six years.

During 1997, compensation expense of $155,503 was included in other
operating expenses for the nonemployee options. This expense was determined by
calculating the fair value of options granted on the date of grant using the
Black-Scholes option-pricing model and the following weighted-average
assumptions:

Dividend yield.................................................................. 4%
Expected volatility............................................................. 30%
Risk-free rate of return........................................................ 5%
Expected life................................................................... 6 years

During 1997, the Company granted to a consulting firm 475,015 warrants to
purchase the same number of shares of the Company's common stock which are
nontransferable and vest as follows: 178,125 shares at issuance and 26,990 each
month through March 1, 1998. The warrants are exercisable at $1.35 per share and
expire on the earlier of May 1, 2003 or 36 months after the warrant shares are
registered for public resale under the Securities Act of 1933. At December 31,
1997, 394,015 of the warrants were vested.

As a provision of the warrant agreement, the consulting firm can require the
Company to repurchase the outstanding warrants between May 1998 and May 1999 for
$300,000. Accordingly, it was determined that the fair value of the warrants as
of December 31, 1997 was $300,000.

11. COMMITMENTS AND CONTINGENCIES

The Company leases certain office space and equipment under various
noncancelable operating leases, and has options to renew and renegotiate most of
the leases. The leases expire at various times

F-18

MANNATECH, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

11. COMMITMENTS AND CONTINGENCIES (CONTINUED)
through January 2007. The Company also leases equipment under month-to-month
cancelable operating leases. Total rent expense was $124,000, $317,000 and
$702,000 in 1995, 1996 and 1997, respectively.

Approximate future minimum rental commitments for the operating leases are
as follows:

YEARS ENDING DECEMBER 31,
- -------------------------------------------------------------------------------

1998........................................................................... $ 835,000
1999........................................................................... 794,000
2000........................................................................... 717,000
2001........................................................................... 706,000
2002........................................................................... 771,000
Thereafter..................................................................... 3,250,000
-------------
$ 7,073,000
-------------
-------------

In 1995 and 1996, the Company entered into various cancellable employment
agreements with some of its key employees which provide for minimum annual
salaries based on sales volume. However, in 1997 the Company terminated several
of these contracts. As a result of the terminations, the Company incurred
approximately $499,000 in severance of which $145,000 was accrued at December
31, 1997. In December 1997, the Company entered into a purchase commitment with
a supplier to purchase approximately $2.6 million worth of raw materials over
the next twelve months.

The Company utilizes royalty agreements with individuals or entities to
provide compensation for items such as:

- Reprints of articles or speeches relating to the Company

- Sales of promotional videos featuring sports personalities

- Promotional efforts in product sales or attracting new associates.

In addition, the Company pays a monthly fee of $20,000 to a research
foundation for promoting and conducting health studies of Associates. The total
expenses for all of these agreements were $473,000, $1,345,000 and $1,568,000 in
1995, 1996 and 1997, respectively.

12. STOCK SPLIT

On May 14, 1997, the Board of Directors declared a 1,000-for-1 stock split
of the Company's common stock. The Board also approved a change in the stated
par value of common shares from $.01 per share to $.0001 per share, and
increased the number of authorized shares to 100,000,000. All share and per
share data have been retroactively adjusted for this split.

Subsequent to year end, on April 8, 1998, the Company amended its Articles
of Incorporation to reduce the number of authorized shares of common stock to
99,000,000 from 100,000,000. Additionally, the Company has authorized 1,000,000
shares of preferred stock with a par value of $0.01 per share.

13. LITIGATION

In 1995, the Company entered into a settlement and mutual release agreement
related to the termination of a former employee. Under the terms of the
agreement, the Company agreed to pay the

F-19

MANNATECH, INCORPORATED

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

13. LITIGATION (CONTINUED)
former employee $83,000 in cash and issued a $97,600 promissory note (note 5).
In 1996, the Company paid an additional $59,000 to the former employee related
to this lawsuit. The settlement is recorded in other (income) expense, net in
the accompanying financial statements.

The Company has pending claims incurred in the normal course of business
which, in the opinion of management, can be settled without material effect on
the accompanying financial statements.

14. EARNINGS PER SHARE

The following data show the amounts used in computing earnings per share and
the effect on the weighted average number of shares of dilutive common stock.
The number of shares used in the calculations for 1995 and 1996 reflect the
1,000-for-1 stock split on April 15, 1997.

1995 1996 1997
-------------- -------------- --------------

Net income available to common
shareholders............................... $ 2,338,915 $ 7,162,389 $ 10,622,043
-------------- -------------- --------------
-------------- -------------- --------------
Weighted average number of shares in basic
EPS........................................ 20,626,971 20,626,971 21,448,551
Effect of dilutive securities:
Stock options.............................. - - 770,018
Stock warrants............................. - - 181,815
-------------- -------------- --------------
Weighted average number of common shares and
dilutive potential common shares used in
diluted EPS................................ 20,626,971 20,626,971 22,400,384
-------------- -------------- --------------
-------------- -------------- --------------

F-20

MANNATECH, INCORPORATED
SUBSCRIPTION AGREEMENT

1. SUBSCRIPTION. The undersigned hereby subscribes to purchase
____________________ shares of the common stock, par value $0.0001 per share
(the "Common Stock"), of Mannatech, Incorporated (the "Company") for a purchase
price equal to $8.00 per share or $________________ total. A cashier's check
payable to "Mannatech Subscription Account" in the full amount of the purchase
price is enclosed with this Subscription Agreement.

2. SUBSCRIPTION FUNDS. The undersigned understands that the subscription
funds will be held in an escrow account at Bank One, Kentucky, NA ("Escrow
Agent") or in a segregated account established for such purpose by the placement
agent, if such funds are received after the initial closing on the Common Stock
has taken place. In the event this Subscription Agreement is rejected in whole
by the Company, or if subscriptions for a minimum of 2,500,000 shares have not
been received and accepted by the Escrow Agent, the funds will be promptly
returned to the undersigned without interest or deduction, and this Subscription
Agreement will be null and void. In the event this Subscription Agreement is
accepted, in whole or in part, the funds deposited in the escrow account or the
segregated subscription account will be paid over to the Company at a closing
and applied as described in the Prospectus (and any amounts which the
undersigned has tendered in excess of the cash subscription price for the Shares
allocated to the undersigned will be returned).

3. ACKNOWLEDGEMENT. The undersigned acknowledges that, prior to signing
this Subscription Agreement, he or she has received the Prospectus describing
the offering of shares of Common Stock by the Company and has carefully reviewed
the risks of, and other considerations relevant to, a purchase of the Common
Stock, including those described under the caption "Risk Factors" in the
Prospectus.

4. SUBSCRIPTION IRREVOCABLE. This Subscription Agreement is not
transferable or assignable and is irrevocable, except that the execution and
delivery of this Subscription Agreement will not constitute an agreement between
the undersigned and the Company until this subscription is accepted on behalf of
the Company. This Subscription Agreement shall survive the death or disability
of the undersigned and shall be binding upon the undersigned's heirs and legal
representatives.

The undersigned hereby executes this Subscription Agreement as of the ____
day of ________________________________________________________________________,
199__, at________________, ________________.
(city) (state)

SUBSTITUTE FORM W-9
PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBER

Under the penalties of perjury, I certify that: (1) the Social Security number
or Taxpayer Identification Number given below is correct; and (2) I am not
subject to backup withholding. INSTRUCTION: YOU MUST CROSS OUT NUMBER 2 ABOVE IF
YOU HAVE BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE THAT YOU ARE SUBJECT TO
BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX
RETURN.

MAIL TO: Signature:
J.J.B. Hilliard, W.L. Lyons, Inc. Print Name:
P.O. Box 70210
Federal Employer Identification Number/
Louisville, KY 40270-0210 Social Security Number
Street Address
City, State and Zip Code

()
Telephone Number

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING MADE HEREBY TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF ANY OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY
PERSON OR BY ANYONE IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
HEREOF.
-------------------

TABLE OF CONTENTS

PAGE
----

Prospectus Summary........................................................ 2
Risk Factors.............................................................. 7
Use of Proceeds........................................................... 17
Dividend Policy........................................................... 17
Capitalization............................................................ 18
Dilution.................................................................. 19
Selected Financial Data................................................... 21
Management's Discussion and Analysis of Financial Condition and Results of
Operations.............................................................. 23
Business.................................................................. 38
Management................................................................ 55
Certain Transactions...................................................... 62
Principal and Selling Shareholders........................................ 64
Description of Capital Stock.............................................. 66
Shares Eligible for Future Sale........................................... 70
Plan of Distribution...................................................... 72
Legal Matters............................................................. 73
Experts................................................................... 73
Additional Information.................................................... 74
Index to Financial Statements............................................. F-1

-------------------

UNTIL FEBRUARY 23, 1998 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK OFFERED HEREBY, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

A MINIMUM OF
2,500,000 SHARES
AND
A MAXIMUM OF
5,295,015 SHARES

[LOGO]

COMMON STOCK
--------------

PROSPECTUS

--------------

November 25, 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated expenses in connection with the issuance and distribution of
the securities being registered, other than fees paid to the Placement Agent are
set forth in the following table. Each amount, except for the SEC fees, is
estimated. The Company intends to pay all expenses of registration, issuance and
distribution with respect to the shares being sold by the Selling Shareholders.

SEC registration fees................ $ 15,000
Escrow agent's fees and expenses..... 5,000
Transfer agent's and registrar's fees
and expenses....................... 12,000
Printing and engraving expenses...... 425,000
Legal fees and expenses.............. 475,000
Accounting fees and expenses......... 400,000
Blue sky fees and expenses........... 75,000
Miscellaneous........................ 100,000
-----------
Total............................ $ 1,507,000(1)
-----------
-----------

- ------------------------

(1) The total includes approximately $1,000,000 in costs which have been
previously incurred and paid by the Company.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company, a Texas corporation, is empowered by Article 2.02-1 of the
Texas Business Corporation Act (the "TBCA"), subject to the procedures and
limitations stated therein, to indemnify certain persons, including any person
who was, is or is threatened to be made a named defendant or respondent in a
threatened, pending, or completed action, suit or proceeding because the person
is or was a director or officer, against judgments, penalties (including excise
and similar taxes), fines, settlements and reasonable expenses (including court
costs and attorneys' fees) actually incurred by the person in connection with
the threatened, pending, or completed action, suit or proceeding. The Company is
required by Article 2.02-1 to indemnify a director or officer against reasonable
expenses (including court costs and attorneys' fees) incurred by him in
connection with a threatened, pending, or completed action, suit or proceeding
in which he is a named defendant or respondent because he is or was a director
or officer if he has been wholly successful, on the merits or otherwise, in the
defense of the action, suit or proceeding. Article 2.02-1 provides that
indemnification pursuant to its provisions is not exclusive of other rights of
indemnification to which a person may be entitled under the corporation's
articles of incorporation or any bylaw, agreement, vote of shareholders or
disinterested directors, or otherwise. The Amended and Restated Bylaws of the
Company provide for indemnification by the Company of its directors and officers
to the fullest extent permitted by the TBCA. In addition, the Company has,
pursuant to Article 1302-7.06 of the Texas Miscellaneous Corporation Laws Act,
provided in its Articles that a director of the Company shall not be liable to
the Company or its shareholders for monetary damages for an act or omission in a
director's capacity as director of the Company.

Furthermore, the Company has entered into individual indemnification
agreements with each director of the Company that contractually obligate the
Company to provide to the directors indemnification for liabilities they may
incur in the performance of their duties and insurance or self-insurance in lieu
thereof. The form of such indemnification agreements with a schedule of director
signatories is filed as Exhibit 10.8 hereto.

The Underwriting Agreement among the Company and the Underwriters provides
for the indemnification by the Underwriters of the Company, certain of its
officers and any controlling person against any

II-1

liabilities and expenses incurred by any of them in certain stated proceedings
and under certain stated conditions.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The following sets forth information regarding all sales of unregistered
securities of the Company during the past three years. All such shares were
issued in reliance upon an exemption from registration under the Securities Act
by reason of Section 4(2) or 3(b) of the Securities Act and/or the rules and
regulations promulgated thereunder. In connection with each of these
transactions, the shares were sold to a very limited number of persons and such
persons were provided access either through employment or other relationships to
all relevant information regarding the Company and/or represented to the Company
that they were "sophisticated" investors. No underwriters were involved in the
sales of securities set forth below. Appropriate legends are affixed to the
certificates evidencing such shares and such persons represented to the Company
that the shares were purchased for investment purposes only and with no view
toward distribution. All of the securities described below are deemed restricted
securities for purposes of the Securities Act.

1. Issuance of an aggregate of 10,000,000 shares of Common Stock on June 1,
1997 in exchange for (i) all the outstanding common stock of each of Eight Point
Services, Inc., Triple Gold Business, Inc., Five Small Fry, Inc. and Beta
Nutrient Technology, Inc., held by the individuals listed below, and (ii) all of
the limited partnership interests in Dynamic Eight Partners, Ltd., Power Three
Partners, Ltd., Beta M. Partners, Ltd. and Eleven Point Partners, Ltd. held by
the individuals listed below.

NAME NUMBER OF SHARES
- -------------------------------------------------------------------------- ------------------

Samuel L. Caster.......................................................... 3,094,946
William C. Fioretti....................................................... 3,094,946
Charles E. Fioretti....................................................... 2,867,284
Patrick D. Cobb........................................................... 235,706
Dick R. Hankins........................................................... 235,706
Don W. Herndon............................................................ 235,706
Gary L. Watson............................................................ 235,706

2. Issuance of an aggregate of 2,027,571 shares of Common Stock to the
individuals set forth below on June 1, 1997 in exchange for the cancellation of
certain incentive compensation agreements.

NAME NUMBER OF SHARES
- -------------------------------------------------------------------------- ------------------

Ray Robbins............................................................... 607,333
H. Reginald McDaniel...................................................... 546,600
Bill H. McAnalley, Ph.D................................................... 303,667
Peter E. Hammer........................................................... 228,206
Charles E. Fioretti....................................................... 227,662
Kim Snyder................................................................ 114,103

3. Issuance of 74,167 shares of Common Stock on March 3, 1998 to Richard
Howard in exchange for the cancellation of his incentive compensation agreement.

4. The Company has granted a warrant to purchase 475,015 shares of Common
Stock at a price of $1.35 per share.

5. The Company has granted options to purchase an aggregate of 2,243,000
shares of Common Stock at a weighted average exercise price of $3.32 per share.

II-2

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) EXHIBITS

EXHIBIT NO. EXHIBITS
- ----------- ---------------------------------------------------------------------------------------------------------

3.1 Amended and Restated Articles of Incorporation of the Company.+

3.2 Amended and Restated Bylaws of the Company.+

3.3 Amendment to the Bylaws of the Company.+

4.1 Specimen Certificate.+

4.2 Warrant dated May 1, 1997 issued to Christopher A. Marlett.+

5 Opinion and Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.+

10.1 1997 Stock Option Plan dated May 20, 1997.+

10.2 1998 Incentive Stock Option Plan dated April 8, 1998.+

10.3 Agreement and Plan of Merger dated as of June 1, 1997 among the Company and Eight Point Services, Inc.,
Triple Gold Business, Inc., Five Small Fry, Inc., and Beta Nutrient Technology, Inc.+

10.4 Exchange Agreement dated June 1, 1997 among the Company and the limited partners of Power Three Partners,
Ltd., Eleven Point Partners, Ltd. and Beta M. Partners, Ltd.+

10.5 Plan and Agreement of Reorganization dated June 1, 1997 by and among the Company, Dynamic Eight Partners,
Ltd., Power Three Partners, Ltd., Eleven Point Partners, Ltd. and Beta M. Partners, Ltd. and the
general and limited partners of the partnerships.+

10.6 Exchange Agreement by and among Gary Watson, Patrick Cobb, Samuel Caster, Charles Fioretti and William
Fioretti and the Company dated August 31, 1997.+

10.7 Option Agreement dated July 1, 1997 with Multi-Venture Partners, Ltd.+

10.8 Form of Indemnification Agreement with a schedule of director signatures.+

10.9 Secured Promissory Note dated December 31, 1997 in the amount of $162,051.90 made by Bill McAnalley.+

10.10 Secured Promissory Note dated December 31, 1997 in the amount of $121,782.14 made by Peter E. Hammer.+

10.11 Master Lease Agreement dated December 23, 1997 by and between Banc One Leasing Corporation and the
Company.+

10.12 Letter of Understanding Regarding Development of Proprietary Information for the Company effective as of
August 1, 1997, as amended, by and between Bill H. McAnalley, Ph.D. and the Company.+

10.13 Commercial Lease Agreement dated November 7, 1996 between MEPC Quorum Properties II Inc. and the Company,
as amended by the First Amendment thereto dated May 29, 1997 and the Second Amendment thereto dated
November 13, 1997.+

10.14 Commercial Lease Agreement dated May 29, 1997 between MEPC Quorum Properties II Inc. and the Company, as
amended by the First Amendment thereto dated November 6, 1997.+

10.15 Assignment of Patent Rights dated October 30, 1997 by and among Bill H. McAnalley, H. Reginald McDaniel,
D. Eric Moore, Eileen P. Vennum and William C. Fioretti and the Company.+

10.16 Supply Agreement effective as of March 31, 1995 by and between the Company and Caraloe, Inc.+

II-3

EXHIBIT NO. EXHIBITS
- ----------- ---------------------------------------------------------------------------------------------------------

10.17 Supply Agreement effective as of August 14, 1997 by and between the Company and Caraloe, Inc.+

10.18 Trademark License Agreement effective as of March 31, 1995 by and between the Company and Caraloe, Inc.+

10.19 Trademark License Agreement effective as of August 14, 1997 by and between the Company and Caraloe, Inc.+

10.20 Letter of Agreement from the Company to Michael L. Finney of LAREX, Incorporated dated December 23,
1997.+

10.21 Product Development and Distribution Agreement effective as of September 15, 1997 between New Era
Nutrition Inc. and the Company.+

10.22 Severance and Consulting Agreement and Complete Release dated August 1, 1997 between Ronald E. Kozak and
the Company.+

10.23 Summary of Management Bonus Plan.+

10.24 Promissory Note dated August 31, 1997 in the amount of $45,907.40 made by Patrick D. Cobb.+

10.25 Promissory Note dated August 31, 1997 in the amount of $275,444.42 made by Samuel L. Caster.+

10.26 Promissory Note dated August 31, 1997 in the amount of $275,444.42 made by Charles E. Fioretti.+

10.27 Individual Guaranty of Samuel L. Caster dated January 5, 1998.+

10.28 Individual Guaranty of Charles E. Fioretti dated January 5, 1998.+

10.29 Lease dated September 1, 1998 between Mannatech Australia Pty Limited and Legal & General Properties No.
1 Pty Limited.+

10.30 Form of Employment Agreement to be entered into between the Company and each of Charles E. Fioretti,
Patrick D. Cobb, Anthony E. Canale, Bill H. McAnalley and Deanne Varner.+

10.31 Letter Agreement, dated September 9, 1998, between the Company and J.J.B. Hilliard, W.L. Lyons, Inc.+

10.32 Escrow Agreement dated November 19, 1998 by and among the Company, the Selling Shareholders, J.J.B.
Hilliard, W.L. Lyons, Inc., and Bank One, Kentucky, NA*

10.33 Placement Agent Agreement dated November 18, 1998 by and among the Company, the Selling Shareholders, and
J.J.B. Hilliard, W.L. Lyons, Inc.*

16 Letter of Belew Averitt LLP, former accountants to the Company.+

23.1 Consent of PricewaterhouseCoopers LLP.*

23.2 Consent of Belew Averitt LLP.*

23.3 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in its opinion filed as Exhibit 5 to this
Registration Statement).+

24 Power of Attorney (included on signature page of this Registration Statement).+

27 Financial Data Schedule+

- ------------------------

+ Previously filed

* Filed herewith

II-4

(B) FINANCIAL STATEMENT SCHEDULES

None.

Schedules not listed above have been omitted because they are not required,
are not applicable, or the information is included in the Financial Statements
or Notes thereto.

ITEM 17. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
registrant pursuant to Item 14 herein, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

The undersigned registrant hereby undertakes:

(1) That, for purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.

(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(3) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the information statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

(4) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.

(5) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 2 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas on November 19, 1998.

MANNATECH, INCORPORATED

By: /s/ CHARLES E. FIORETTI
-----------------------------------------
Charles E. Fioretti
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 2 to Registration Statement has been signed below by the following
persons in the capacities and as of the dates indicated.

SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------

Chairman of the Board and
/s/ CHARLES E. FIORETTI Chief Executive Officer
- ------------------------------ (principal executive November 19, 1998
Charles E. Fioretti officer)

*
- ------------------------------ President and Director November 19, 1998
Samuel L. Caster

Vice President, Chief
* Financial Officer and
- ------------------------------ Director (principal November 19, 1998
Patrick D. Cobb accounting and financial
officer)

*
- ------------------------------ Director November 19, 1998
Chris T. Sullivan

*
- ------------------------------ Director November 19, 1998
Steven A. Barker

*By: /s/ CHARLES E. FIORETTI
-------------------------
Charles E. Fioretti
ATTORNEY-IN-FACT

II-6

INDEX TO EXHIBITS