Exhibit 10.1


                      SECOND AMENDMENT TO LOAN DOCUMENTS
                      ----------------------------------

      THIS  SECOND  AMENDMENT  TO  LOAN  DOCUMENTS  (this "Amendment"), dated
 as  of  July 1, 2004,  is  among  CARRINGTON  LABORATORIES,  INC.,  a  Texas
 corporation  (the  "Borrower"),  CARALOE, INC.,  a  Texas  corporation,  and
 DELSITE BIOTECHNOLOGIES, INC.,  a  Delaware  corporation  (collectively, the
 "Guarantors") and COMERICA  BANK, successor  by merger  with Comerica  Bank-
 Texas (the "Bank").

                                  RECITALS:

      The Bank has extended various loans  to Borrower, as more  particularly
 described in the  Credit Agreement dated  as of  September 1, 2002  executed
 between the Borrower and the Bank (as the same has been or may hereafter  be
 amended, restated, supplemented,  or otherwise modified  from time to  time,
 the "Agreement").

      In connection with the Agreement, the Borrower, the Guarantors, and the
 Bank have entered into  that certain Advance Formula  Agreement dated as  of
 September 1,  2002  (as the  same  has been  or  may hereafter  be  amended,
 restated, supplemented,  or  otherwise  modified  from  time  to  time,  the
 "Advance Formula Agreement").

      The Bank, the  Borrower, and  the Guarantors  now desire  to amend  the
 Agreement and the Advance Formula Agreement as provided herein.

      NOW, THEREFORE, in consideration of  the premises herein contained  and
 other good and valuable consideration, the receipt and adequacy of which are
 hereby acknowledged, the parties hereto agree as follows (all provisions  of
 this Amendment being effective as of the date hereof unless otherwise stated
 herein):

                                  ARTICLE I

                                 Definitions
                                 -----------

      Section 1.1 Definitions.   Capitalized terms used in this Amendment, to
 the  extent not otherwise defined herein, shall have the same meanings as in
 the Agreement, as amended hereby.


                                  ARTICLE II

                                  Amendments
                                  ----------

   Section 2.1  Amendment  to Section 4.4.a. of the Agreement.  Effective  as
 of July 1, 2004, Section 4.4.a.  of the Agreement is amended and restated in
 its entirety to read as follows:

        a. Tangible Net Worth.  Maintain a  Tangible Net Worth as of the  end
 of each calendar month of not less than  the amount set forth below at  each
 respective month end as set forth below:

                    Month End                          Amount
                    ---------                          ------
       At July 31, 2004                            $ 10,800,000.00

       At August 31, 2004                          $ 10,900,000.00

       At September 30, 2004                       $ 11,300,000.00

       At October 31, 2004                         $ 11,500,000.00

       At November 30, 2004                        $ 11,800,000.00

       At each successive month end after          $ 12,200,000.00
       November 30, 2004



   Section 2.2   Amendment to Section 4.4.b. of the Agreement.  Effective  as
 of  July 1, 2004, Section 4.4.b. of the Agreement is amended and restated in
 its entirety to read as follows:

        b. Current Ratio.  Maintain in a Current Ratio as of the end of  each
 calendar month of not less than 1.60 to 1.0, commencing July 31, 2004.

   Section 2.3   Amendment to Section 4.4.c. of the Agreement.   Effective as
 of  July 1, 2004, Section 4.4.c. of the Agreement is amended and restated in
 its entirety to read as follows:

        c. Liquidity Ratio.  Maintain in a  Liquidity Ratio as of the end  of
 each calendar  month, of  at least  the  ratio set  forth below  during  the
 corresponding period set forth below:

                     Period                            Amount
                     ------                            ------
       From June 30, 2004 through the Revolving       1.75:1.00
       Credit Maturity Date


      Section 2.4   Amendment to  Section 2 of the Advance Formula Agreement.
 Section 2 of the Advance  Formula Agreement  is restated in its entirety  to
 read as follows:

      ADVANCE  FORMULA.    Debtor  warrants  and  agrees  that  Debtor's
      indebtedness to Bank for the Formula Loans shall never exceed  the
      sum of:

           (a) eighty  percent  (80%) of  its  Eligible Accounts,  as defined
      below, excluding Eligible Accounts attributable to Medline  Industries,
      Inc. ("Medline") as the Account Debtor; plus

           (b) the  lesser of (i) $350,000  or (ii) 80%  of Permitted Medline
      Accounts (as used herein, the  term "Permitted Medline Accounts"  means
      fifty percent  (50%)  of  Debtor's Eligible  Accounts  attributable  to
      Medline as the Account Debtor); plus

           (c) fifty  percent  (50%) of  its  Eligible Inventory  (as defined
      below) classified as  "raw materials" and  fifty percent  (50%) of  its
      Eligible Inventory classified  as "finished  goods" as  such terms  are
      used in Section 5 below.

      Notwithstanding the Medline exclusions  of paragraph (a) above and  the
 limitations of paragraph (b) above of this Section 2, such limitations  will
 cease to apply to Eligible Accounts  attributable to Medline as the  Account
 Debtor (and Medline  Eligible Accounts will  thereafter be  included in  the
 computation provided for in  paragraph (a) above) at the  first to occur  of
 the following events:

           (1) Medline  has executed  (and Bank is  in receipt  of) a written
      irrevocable waiver of all of its present and future rights of offset or
      other claims against  Debtor, such  waiver to  be in  form and  content
      satisfactory to Bank in its sole discretion, or

           (2) Medline  has executed  (and Bank is  in receipt  of) a written
      statement, in  form  and  content satisfactory  to  Bank  in  its  sole
      discretion, evidencing  payment  in full  of  all obligations  owed  by
      Debtor to Medline which in any way could result in a right of offset or
      other claims that could reduce the amount of any accounts payable  owed
      by Medline to Debtor which are from time to time included in  computing
      the advance formula under this Section 2.


                                 ARTICLE III

                        Ratifications; Representations
                        ------------------------------

   Section 3.1 Ratifications.  The  terms  and  provisions  set forth in this
 Amendment  shall modify and supersede all inconsistent  terms and provisions
 set  forth  in  the  Agreement  and  the  other  Loan  Documents  and except
 as  expressly  modified  and  superseded by  this  Amendment,  the terms and
 provisions  of  the  Agreement  and  any notes  relating thereto,  the  Loan
 Documents, and all other documents executed in connection with the Agreement
 are  hereby  ratified  and  confirmed  and  shall continue in full force and
 effect.  The Loan Parties and the Bank agree that the  Agreement, as amended
 hereby, and all other documents executed in connection with the Agreement or
 this Amendment  to which such Loan Party  is a party, or  becomes a party to
 pursuant to this Amendment, shall continue to be legal,  valid, binding  and
 enforceable in accordance with their respective terms.

   Section 3.2 Representations and Warranties.   Each of the Borrower and the
 Guarantors hereby represent and warrant to the Bank that the representations
 and warranties contained in the Agreement, as amended hereby, and any  other
 documents executed in connection therewith or herewith are true and  correct
 on and as of the date hereof as though made on and as of the date hereof.


                                 ARTICLE IV

                             Conditions Precedent
                             --------------------

   Section 4.1 Conditions Precedent.  The  effectiveness of this Amendment is
 subject to the satisfaction of the following conditions precedent:

           (a) The Bank shall have received each of the following, each dated
      (unless otherwise indicated) the  date of this  Amendment, in form  and
      substance satisfactory to the Bank:

                (a) Amendment.   This  Amendment  properly  executed  by  the
           Borrower, the Bank and each Guarantor;

                (b) Resolutions.  Resolutions of each Loan Party certified by
           its Secretary  or  an  Assistant  Secretary  which  authorize  the
           execution, delivery, and  performance by such  Loan Party of  this
           Amendment and the other Loan Documents to which such Loan Party is
           or is to be a party hereunder;

                (c) Incumbency  Certificate.   A  certificate  of  incumbency
           certified by the Secretary or an Assistant Secretary of each  Loan
           Party certifying  the names  of the  officers of  such Loan  Party
           authorized to  sign this  Amendment and  each  of the  other  Loan
           Documents to  which  such  Loan Party  is  or  is to  be  a  party
           hereunder  (including   the  certificates   contemplated   herein)
           together with specimen signatures of such officers;

                (d)  Governmental   Certificates.     Certificates   of   the
           appropriate government officials of the state of incorporation  of
           each Loan Party as to the existence and good standing of such Loan
           Party, each dated  within thirty (30) days  prior to  the date  of
           this Amendment;

                (e) No  Oral  Agreements.    No  Oral  Agreements   document,
           properly executed by each Loan Party; and

                (f) Additional Information.   The  Bank shall  have  received
           such additional documents, instruments and information as the Bank
           or  its  legal  counsel,  Winstead  Sechrest &  Minick  P.C.,  may
           request.

           (b) The representations and warranties contained herein and in all
      other Loan Documents, as amended hereby,  shall be true and correct  as
      of the date hereof as if made on the date hereof.

           (c) No Event  of Default shall have occurred and be continuing and
      no event  or condition  shall have  occurred that  with the  giving  of
      notice or lapse of time or both would be an Event of Default.

           (d) All   corporate  proceedings  taken  in  connection  with  the
      transactions  contemplated  by  this   Amendment  and  all   documents,
      instruments,  and  other  legal  matters  incident  thereto  shall   be
      satisfactory to the  Bank and  its legal  counsel, Winstead  Sechrest &
      Minick P.C.


                                  ARTICLE V

                  Acknowledgment and Agreement of Guarantors
                  ------------------------------------------

      Each of the Guarantors hereby (i) consents  to the terms and  execution
 hereof;  (ii)  reaffirms  its obligations  to the Bank pursuant to the terms
 of  its Guaranty; (iii) reaffirms its  obligations to the  Bank pursuant  to
 the  terms  of   each  Guarantor's   respective   Security  Agreement;   and
 (iv) acknowledges that  the  Bank  may  amend,  restate,  extend,  renew  or
 otherwise modify  the Agreement  and any  indebtedness or  agreement of  the
 Borrower, or enter into any agreement  or extend additional or other  credit
 accommodations, without notifying or obtaining the consent of any  Guarantor
 and without impairing the liability of any Guarantor under its Guaranty  and
 its Security  Agreement  for  all  of  the  Borrower's  present  and  future
 indebtedness to the Bank.


                                 ARTICLE VI

                                Miscellaneous
                                -------------

   Section 6.1   Survival   of   Representations    and    Warranties.    All
 representations and warranties made in this Amendment or any other  document
 executed in connection herewith  shall survive the execution and delivery of
 this Amendment, and no investigation by the Bank or any closing shall affect
 the  representations  and  warranties  or the right of the Bank to rely upon
 them.

   Section 6.2   Reference  to  Agreement.  Each of the Agreement and any and
 all other agreements,  documents, or instruments  now or hereafter  executed
 and delivered pursuant to the terms hereof or pursuant  to the  terms of the
 Agreement as amended  hereby, are hereby  amended so that  any reference  in
 such documents to the Agreement shall  mean a reference  to the Agreement as
 amended hereby.

   Section 6.3  Expenses of Bank.  As provided in the Agreement, the Borrower
 agrees  to pay on demand  all reasonable costs  and expenses incurred by the
 Bank in connection with the preparation, negotiation, and  execution of this
 Amendment and any other documents executed  pursuant hereto and any and  all
 amendments,  modifications,  and  supplements  thereto,  including   without
 limitation the costs and  reasonable fees of the  Bank's legal counsel,  and
 all costs  and  expenses  incurred  by  the  Bank  in  connection  with  the
 enforcement or preservation of  any rights under  the Agreement, as  amended
 hereby, or any  other document executed  in connection therewith,  including
 without limitation  the  costs  and reasonable  fees  of  the  Bank's  legal
 counsel.

   Section 6.4  Severability. Any provision of this Amendment held by a court
 of competent jurisdiction to be invalid or unenforceable shall not impair or
 invalidate the remainder of this Amendment  and the effect thereof shall  be
 confined to the provision so held to be invalid or unenforceable.

   Section 6.5  Applicable  Law.   This  Amendment  and  all  other documents
 executed  pursuant  hereto  shall be  deemed  to  have  been made  and to be
 performable in Dallas, Dallas  County, Texas  and shall  be governed  by and
 construed in accordance with the laws of the State of Texas.

   Section 6.6  Successors and Assigns.   This Amendment is  binding upon and
 shall inure to the benefit  of the  Bank,  the Borrower  and its  successors
 and  assigns,  except  the Borrower  may  not assign or transfer any  of its
 rights  or  obligations  hereunder without the  prior written consent of the
 Bank.

   Section 6.7  Counterparts.  This Amendment may be executed in  one or more
 counterparts, each  of which  when so  executed  shall be  deemed to  be  an
 original, but all of which when taken together shall constitute one and  the
 same instrument.

   Section 6.8   Headings.  The  headings,  captions,  and  arrangements used
 in  this  Amendment  are  for  convenience  only  and  shall  not affect the
 interpretation of this Amendment.

   Section 6.9   Release.   In consideration  for the execution  by the  Bank
 of  this  Amendment,  the Borrower  does hereby release,  acquit and forever
 discharge  the  Bank,  its  officers,   directors,   agents,  attorneys  and
 representatives,  jointly and severally, from  any and all claims,  demands,
 causes of  action and liabilities whatsoever, both at law or in equity which
 the Borrower  had  or now have whether known  or unknown at the present time
 from the  beginning  of time up  to and including the date of this Amendment
 and which are in  any manner related  to or  which in  any  way concern  the
 Agreement,  the  Loan Documents, or any other  agreements or dealings by  or
 between the Bank and the Borrower,  and the Borrower hereby waives  any  and
 all such claims, demands, and causes of action.

   Section 6.10   ENTIRE AGREEMENT.  THE  AGREEMENT, THIS  AMENDMENT AND  ALL
 OTHER  INSTRUMENTS,  DOCUMENTS  AND  AGREEMENTS  EXECUTED AND  DELIVERED  IN
 CONNECTION WITH THE  AGREEMENT OR  THIS AMENDMENT  EMBODY THE  FINAL, ENTIRE
 AGREEMENT  AMONG  THE  PARTIES  HERETO  AND  SUPERSEDE  ANY  AND  ALL  PRIOR
 COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN
 OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED  OR  VARIED
 BY EVIDENCE  OF PRIOR, CONTEMPORANEOUS  OR SUBSEQUENT  ORAL  AGREEMENTS   OR
 DISCUSSIONS OF THE PARTIES HERETO.   THERE ARE NO ORAL AGREEMENTS AMONG  THE
 PARTIES HERETO.

    [Remainder of page intentionally left blank.  Signature pages follow.]
      Executed as of the date first written above.

<PAGE>

                               BORROWER:

                               CARRINGTON LABORATORIES, INC.

                               By: /s/ Carlton E. Turner
                                   ------------------------------------
                                   Name:  Carlton E. Turner
                                         ------------------------------
                                   Title: President and CEO
                                         ------------------------------


                               GUARANTORS:

                               CARALOE, INC.

                               By: /s/ Carlton E. Turner
                                   ------------------------------------
                                   Name:  Carlton E. Turner
                                         ------------------------------
                                   Title: President
                                         ------------------------------



                               DELSITE BIOTECHNOLOGIES, INC.

                               By: /s/ Carlton E. Turner
                                   ------------------------------------
                                   Name:  Carlton E. Turner
                                         ------------------------------
                                   Title: CEO
                                         ------------------------------


                               BANK:

                               COMERICA BANK
                               (successor by merger with Comerica Bank-Texas)

                               By: /s/ Margareth Fanini
                                   ------------------------------------
                                   Name: Margareth Fanini
                                         ------------------------------
                                   Title: Vice President - Texas Division
                                         ------------------------------