EXHIBIT 10.2

                               AMENDMENT AGREEMENT

            This Amendment Agreement ("Agreement") is entered into by and
between Charles E. Fioretti ("Fioretti") and Mannatech, Incorporated ("Company")
as of this 24th day of September, 2001, and is in partial amendment of that
certain Standstill Agreement entered into by and between Fioretti and Company,
effective August 8, 2000, the terms and conditions of which are incorporated by
reference herein and as indicated and attached hereto as Exhibit "A" (the
"Standstill Agreement").

                                   WITNESSETH

            WHEREAS, Fioretti, as of September 26, 2001 is the holder of
4,190,848 shares of Company common stock, $.0001 par value per share (the
"Common Stock");

            WHEREAS, under the terms of the Standstill Agreement and in
accordance with Paragraph 3 thereof, Fioretti has transferred the Sale Shares,
as therein defined, to the Company and received the Purchase Price therefrom and
in consideration thereof, Fioretti also agreed to abide by the terms of
paragraph 6(a) - ("Lock Up Agreement");

            WHEREAS, Fioretti has received a bona fide, good faith offer from J.
Stanley Fredrick ("Purchaser") for the purchase of 3,500,000 shares of Common
Stock and a right of first refusal for all remaining Common Stock (collectively,
the "Offered Shares) for good and valuable consideration and has heretofore
notified the Company of the same in accordance with Paragraph 6(b) of the
Standstill Agreement;

            WHEREAS, the Company has no good faith interest in pursuing the
purchase of Offered Shares and is desirous of discharging the Lock-Up Agreement
for the sole purpose of allowing the transaction between Fioretti and Purchaser
as contemplated hereby to occur;

            NOW THEREFORE, in consideration of the agreements and obligations as
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:

                             STATEMENT OF AMENDMENT

      1.    Contingent upon the purchase of the Offered Shares by Purchaser and
            under the conditions and in the amount as heretofore disclosed to
            the Company, and as a material inducement and upon which the Company
            relies upon entering this transaction, the Company does hereby agree
            to release Fioretti from the Lock-Up Agreement provision for the
            sole purpose of facilitating closing the transaction between the
            Purchaser and Fioretti has herein described.
      2.    The Parties mutually agree that each shall discharge the other of
            the obligation for Fioretti to sell and Company to purchase the
            "Sale Shares" as defined in the Standstill Agreement and in
            accordance with Paragraph 3 thereof.
      3.    The foregoing notwithstanding, this modification shall become null
            and void in the event that closing of the transaction between
            Fioretti and Purchaser fails to occur by September 30, 2001, 5:00
            p.m. CDT.
      4.    In all other things except the foregoing amendments, all of the
            terms and conditions of the Standstill Agreement and any Amendments
            thereto shall continue to remain in full force and effect.


      5.    Nothing contained herein shall be deemed to alter, amend or modify
            any payment obligations, terms or conditions under the Renewal and
            Extension Promissory Note dated February 17, 1999 or any amendments
            thereof.
      6.    This Agreement may be executed in multiple counterparts, each of
            which shall be deemed an original and which taken together shall
            constitute one and the same agreement.

      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
      on the date first written above.


      /s/ Charles E. Fioretti
      ---------------------------------
      Charles E. Fioretti


      MANNATECH, INCORPORATED
      A Texas corporation


      By: /s/Stephen D. Fenstermacher
          -----------------------------
          Stephen D. Fenstermacher
      Its:Chief Financial Officer