exv10w1



 





EXHIBIT 10.1




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Indicates omitted material that is the subject of a confidential
request filed separately with the Commission



SECOND AMENDMENT TO SUPPLY AGREEMENT




          This Second Amendment amends that certain Supply Agreement, dated as of November 3, 2000, and
amended previously as of April 9, 2004, between Carrington Laboratories, Inc. (“Carrington”) and
Medline Industries, Inc. (“Medline”) (the “Supply Agreement”). This Amendment is effective as of
August 14, 2007.




          WHEREAS, the parties desire to extend the Term of the Supply Agreement and to make other
amendments to such agreements as specified herein.




          NOW, THEREFORE, the parties agree as follows:




          1. Limited Amendment; Interpretation. The Supply Agreement is not amended except as
specified in this Amendment. Capitalized terms in this Amendment shall have the same meanings as
in the Supply Agreement, as the context may require.




          2. Extended Term. Specifically amending Section 7 of the Supply Agreement, the Term
shall be extended through and including November 30, 2009.




          3. Prices. Specifically amending Section 1.4 of the Supply Agreement and Exhibit A
thereto, the prices of the Medline Products shall be as set forth on Exhibit A to this Second
Amendment. Prices may only be modified in the event of change in petroleum raw material prices,
which such modification must be agreed upon in a writing signed by both parties.




          4. Purchase Requirements. Specifically amending Section 1.1 of the Supply Agreement,
the phrase “the majority of Medline Products” shall be replaced with “60% of Medline’s requirements
for the Medline Products identified on Exhibit A, provided that any order for Medline Products that
is back ordered or delivered late shall count toward satisfaction of the 60% requirement, even if
such order is ultimately filled by a supplier other than Carrington.”




          5. Miscellaneous Terms. Specifically amending any provision in the Supply Agreement
to the contrary: (a) Medline shall pays freight on all orders, except exceeding $5,000; (b)
payment terms are net 30 days.




          6. No Breaches; Release. The parties agree and acknowledge that there are no uncured
material breaches under the Supply Agreement as of the effective date of this Second Amendment.
The parties hereby release each other from any and all liabilities and claims of any kind, other
than liabilities under outstanding or unpaid for orders, whether known or unknown, that may have
arisen or accrued from the relationship between the parties as described in the Supply Agreement,
from the effective date of the first amendment to the Supply Agreement to the effective date of
this Second Amendment. Except as specifically set forth in this Section 6, the parties agree that
no modification or amendment of the Supply Agreement shall be deemed to
have occurred by act, failure to act or waiver of any right by Carrington or Medline, other
than set forth in a writing executed by both parties.




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly
authorized representatives.



	 	 	 	 	 	 
	 

	 	CARRINGTON LABORATORIES, INC.	 	 
	 
	 	 	 	 	 
	 

	 	By: 	/s/ Carlton E. Turner
 

	 	 
	 

	 	Name: Carlton E. Turner,
Ph.D., D.Sc.
	 	 
	 

	 	Title:    President & CEO	 	 
	 
	 	 	 	 	 
	 

	 	MEDLINE INDUSTRIES, INC.	 	 
	 
	 	 	 	 	 
	 

	 	By: 	/s/ Jonathan Primer
 

	 	 
	 

	 	Name: Jonathan Primer
	 	 
	 

	 	Title:   President, DMS Division	 	 







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EXHIBIT A




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