EXHIBIT 4.1
                                                           AS AMENDED THROUGH
                                                                 MAY 20, 2004

                         CARRINGTON LABORATORIES, INC.
                         EMPLOYEE STOCK PURCHASE PLAN

      Section 1.   Purpose.  It  is the purpose  of the Plan  to promote  the
 interests of the Company and its shareholders by providing a method by which
 eligible employees may use voluntary  payroll deductions to purchase  shares
 of Common Stock  at a discount,  thereby affording them  the opportunity  to
 invest in the Company at a preferential price, and to acquire a  proprietary
 interest in the Company and an increased personal interest in its  continued
 success and progress.  The Plan is intended to qualify as an employee  stock
 purchase plan within the  meaning of Section  423 of the  Code and shall  be
 construed accordingly.

      Section 2.  Definitions.  As  used herein the following terms have  the
 following meanings:

           (a)   "Affiliate" means  any  corporation  that  is  a  subsidiary
      corporation of the Company within the meaning of Section 424(f) of  the
      Code and that has been designated by the Committee as an Affiliate  for
      purposes of the Plan.

           (b)   "Board of Directors"  means the  Board of  Directors of  the
      Company.

           (c)   "Code" means  the United  States  Internal Revenue  Code  of
      1986, as from time to time amended.

           (d)   "Committee" means  the  Committee  described  in  Section  4
      hereof.

           (e)   "Common Stock" means the $.01 par value Common Stock of  the
      Company.

           (f)   "Company" means Carrington Laboratories, Inc.

           (g)   "Compensation"  means  (i)  with   respect  to  a   salaried
      employee, the basic annual salary of such employee as of the first  day
      of the Plan  Year (except  with respect  to a  salaried employee  whose
      participation in  the Plan  begins on  an  Enrollment Date  other  than
      January 1, in which case, for the Plan Year in which such participation
      begins, "Compensation" means that portion of the basic annual salary of
      such employee, as of  the Enrollment Date  on which such  participation
      begins, that  is  payable for  the  period from  such  Enrollment  Date
      through the  remainder  of  that Plan  Year),  and  shall  not  include
      bonuses, overtime pay,  allowances, commissions, deferred  compensation
      payments or any other extraordinary compensation, and (ii) with respect
      to an hourly compensated employee, the straight-time hourly rate of pay
      of such employee as of  the first day of  the Plan Year, multiplied  by
      2,080 (except  with respect  to an  hourly compensated  employee  whose
      participation in the Plan begins  on April 1, July  1 or October 1,  in
      which case,  for the  Plan Year  in  which such  participation  begins,
      "Compensation" means  the  straight-time hourly  rate  of pay  of  such
      employee as of such April 1, July 1 or October 1, multiplied by  1,560,
      1,040 or 520,  respectively), and shall  not include bonuses,  overtime
      pay, premium pay or other irregular  payments.  The Compensation of  an
      employee who does not receive salary or wages computed in United States
      dollars shall be  determined by converting  such salary  or wages  into
      United States  dollars in  accordance  with the  Compensation  Exchange
      Rate.

           (h)   "Compensation Exchange  Rate"  means the  New  York  foreign
      currency exchange rate as reported in  The Wall Street Journal for  the
      last business day in  December immediately preceding  the first day  of
      the Plan Year.

           (i)   "Eligible Employee" means any employee of the Company or  an
      Affiliate who  is  eligible to  participate  in the  Plan  pursuant  to
      Section 5 hereof.

           (j)   "Enrollment Date" means any  January 1, April  1, July 1  or
      October 1 of any Plan Year.

           (k)   "Fair Market Value" means the closing sale price on the date
      in question (or, if  there was no  reported sale on  such date, on  the
      last preceding day on which any  reported sale occurred) of the  Common
      Stock on the Nasdaq National Market  or any national stock exchange  or
      other stock market on which the Common  Stock may from time to time  be
      traded.

           (l)   "Option" means any option to purchase shares of Common Stock
      granted by the Committee pursuant to the provisions of the Plan.

           (m)   "Participant" means  an  Eligible  Employee  who  elects  to
      participate in the Plan pursuant to Section 6 hereof.

           (n)   "Plan" means  this  Carrington Laboratories,  Inc.  Employee
      Stock Purchase Plan.

           (o)   "Plan Year"  means each  period beginning  on January 1  and
      ending on the following December 31, commencing January 1, 1993.

      Section 3. Number of Shares.  The aggregate number of shares of  Common
 Stock issued pursuant to Options granted  under the Plan shall not exceed  a
 total of 1,250,000  shares.  The  maximum number of  shares of Common  Stock
 available for sale under  the Plan is subject  to adjustment as provided  in
 Section 13.  The Common Stock to  be delivered upon exercise of Options  may
 consist of  authorized but  unissued shares  of Common  Stock or  shares  of
 Common Stock previously issued and reacquired by the Company.

      Section 4.  Administration of the Plan.  The Plan shall be administered
 by the Committee,  which shall  consist of three  or more  employees of  the
 Company.  Each member of the Committee shall be appointed by and shall serve
 at the pleasure of  the Board of  Directors.  The  Board of Directors  shall
 have the sole continuing authority to appoint members of the Committee  both
 in substitution  for  members previously  appointed  and to  fill  vacancies
 however caused.  The following provisions shall apply to the  administration
 of the Plan by the Committee:

           (a)   The Committee shall designate one of its members as Chairman
      and shall hold meetings at such times and places as it  may  determine.
      Each member of the Committee shall  be notified in writing of the  time
      and place of any meeting  of the Committee at  least two days prior  to
      such meeting, provided that  such notice may be  waived by a  Committee
      member.  A majority of the members of the Committee shall constitute  a
      quorum and  any  action taken  by  a majority  of  the members  of  the
      Committee present  at any  duly called  meeting at  which a  quorum  is
      present (or action  unanimously approved in  writing) shall  constitute
      action by the Committee.

           (b)   The Committee may  appoint a Secretary  (who need  not be  a
      member of the Committee) who shall  keep minutes of its meetings.   The
      Committee may make such  rules and regulations for  the conduct of  its
      business as it may determine.

           (c)   The Committee  shall  have  full authority  subject  to  the
      express provisions  of the  Plan to  interpret  the Plan,  to  provide,
      modify and rescind rules and regulations relating to it and to make all
      other determinations and  perform such actions  as the Committee  deems
      necessary or advisable to administer the Plan.

           (d)   No member of the  Committee shall be  liable for any  action
      taken or determination made in good  faith with respect to the Plan  or
      any Option granted hereunder.

      Section 5. Eligible  Employees.   Each employee  of the  Company or  an
 Affiliate shall be eligible to participate  in the Plan; provided,  however,
 that:

           (a)   An employee shall not be granted an Option if such  employee
      would, immediately after grant of the  Option, own stock possessing  5%
      or more of the total combined voting  power or value of all classes  of
      stock of the  Company or any  parent or subsidiary  corporation of  the
      Company (within the meaning  of Section 424(e) and  (f)  of  the Code).
      For purposes of determining stock  ownership under this paragraph,  the
      rules of Section 424(d)  of the Code shall  apply, and stock which  the
      employee may purchase under any outstanding options shall be treated as
      stock owned by the employee; and

           (b)   No employee shall be granted an Option under the Plan  which
      would permit such employee's rights to  purchase shares of stock  under
      all employee stock  purchase plans of  the Company and  its parent  and
      subsidiary corporations (within the meaning  of Section 424(e) and  (f)
      of the Code) to accrue (within the meaning of Section 423(b)(8)  of the
      Code) at a rate which exceeds U.S. $25,000 of fair market value of such
      stock (determined at the time such option is granted) for each calendar
      year  during  which  any  such  option  granted  to  such  employee  is
      outstanding at any time.

 For purposes of  this Section 5,  the term "employee"  shall not include  an
 employee whose customary employment is 20 hours  or less per week or is  for
 not more than five months in any calendar year.

      Section 6.   Method  of Participation.    Each person  who will  be  an
 Eligible Employee on  any Enrollment Date  may elect to  participate in  the
 Plan by  executing  and  delivering  to  the  Company,  on  or  before  such
 Enrollment Date, a payroll deduction authorization form as provided in  this
 Section.  Such Eligible Employee shall thereby become a Participant on  such
 Enrollment  Date  and  shall  remain  a  Participant  until  such   Eligible
 Employee's participation  is terminated  as provided  in  Section 10  or  11
 hereof; provided, however, that if the Company does not receive such payroll
 deduction authorization form in time to implement the authorized withholding
 for the payroll period  that includes such  Enrollment Date, no  withholding
 shall be made on behalf of such Participant pursuant to this Plan until  the
 next succeeding payroll period.

      The payroll  deduction authorization  form  executed by  a  Participant
 shall  request  withholding,  by   means  of  substantially  equal   payroll
 deductions over the Plan Year, of an amount which shall be not more than 10%
 nor less than 1% of  such Participant's Compensation for  the Plan Year.   A
 Participant may change the withholding rate of his or her payroll  deduction
 authorization within  such  limits by  delivering  a new  payroll  deduction
 authorization form to the Company; provided, however, that a change pursuant
 to this sentence may be made by each Participant no more than three times in
 respect of any Plan Year; and provided further, that if the Company does not
 receive such new payroll deduction authorization  form in time to  implement
 the change for the  payroll period during which  it receives such form,  the
 change authorized  thereby  shall not  be  made until  the  next  succeeding
 payroll period.   All amounts withheld  in accordance  with a  Participant's
 payroll deduction authorization shall be  credited to a withholding  account
 for such Participant.  No interest shall be payable on withholding accounts.

      Section 7.  Grant of  Options.  Each   Participant shall be granted  an
 Option on the  first day  of each  Plan Year  to purchase  shares of  Common
 Stock; provided, however, that a Participant who begins participation on  an
 Enrollment Date other than January 1  in accordance with Section 6 shall  be
 granted an Option  on such  Enrollment Date  and on  the first  day of  each
 succeeding Plan Year.  Each Option  shall be exercisable in installments  on
 the last business day of each calendar month during the Plan Year, beginning
 with the month  in which  the Option  is granted,  for the  number of  whole
 shares of Common Stock to be determined  by dividing (a) the balance in  the
 Participant's withholding account on the last  business day of the month  by
 (b) the purchase  price per share  of the Common  Stock as determined  under
 Section 8.  In no event shall the number of shares with respect to which  an
 Option is granted  to a Participant  in a Plan  Year exceed  that number  of
 shares which has an aggregate Fair  Market Value (determined on the date  of
 grant) of U.S.  $25,000, and the  number of shares  actually purchased by  a
 Participant in a Plan Year  may not exceed this  number.  The Company  shall
 reduce, on  a substantially  proportionate basis,  the number  of shares  of
 Common Stock receivable by  each Participant upon exercise  of an Option  in
 any month in the event that the total number of shares then available  under
 the Plan is less than the total number  of shares with respect to which  all
 Participants exercise Options in such month.

      Section 8.  Option Price. The purchase price per share of Common  Stock
 under each installment of each Option shall  equal the lesser of (a) 85%  of
 the Fair Market Value per share of Common Stock on the date of grant of  the
 Option or (b) 85% of the Fair Market Value per share of Common Stock on  the
 date on which the installment is exercised.

      Section 9.  Exercise  of Options. An employee  who is a Participant  in
 the Plan on the last business day  of a month shall be deemed  automatically
 to have exercised the  current installment of the  Option granted to him  or
 her for that Plan  Year.  Upon  such exercise, the  Company shall apply  the
 entire balance of the Participant's withholding  account to the purchase  of
 the maximum  number of  whole shares  of Common  Stock as  determined  under
 Section 7.  For purposes of this  Section 9, the balance in the  withholding
 account of a Participant  whose salary or wages  are not computed in  United
 States dollars shall be converted into  United States dollars in  accordance
 with the New  York foreign currency  exchange rate as  reported in The  Wall
 Street Journal for the  last business day  of the month.   Shares of  Common
 Stock purchased for a  Participant under the Plan  shall be held in  custody
 for the account of such Participant  as provided in the following  paragraph
 unless he or  she has requested,  by written notice  to the  Company at  any
 time, with respect to any  installment of an Option  or with respect to  all
 installments, that certificates representing shares purchased for his or her
 account under the Plan not be held in custody.  The Company shall issue  and
 deliver to the Participant certificates representing shares for which such a
 request has  been  made  as  soon  as  practicable  after  such  shares  are
 purchased, subject to the limitations set forth in the following sentence of
 this Section 9.  Certificates representing  shares for which such a  request
 has not previously been made  and which are being  held in custody shall  be
 issued and delivered to the Participant as soon as practicable after the end
 of the month in which the Participant makes a written request to the Company
 therefor; provided, however, that the obligation  of the Company to  deliver
 shares of Common Stock shall be postponed for such period of time as may  be
 necessary to register or qualify the  purchased shares under the  Securities
 Act of  1933  and any  applicable  foreign  or state  securities  law;  and,
 provided further, that the  Participant shall not be  entitled to receive  a
 certificate representing the shares  in his or her  account under the  Plan,
 other than  at the  end of  a Plan  Year or  upon withdrawal  from the  Plan
 pursuant to Section 10 or 11,  unless there are ten  or more shares in  such
 account.

      The Company  shall issue  or cause  to  be issued  one or  more  global
 certificates (collectively, the  "Global Certificate"),  in the  name of  an
 officer or  officers of  the Company  designated from  time to  time by  the
 Committee to serve as Custodian for  Participants in the Plan,  representing
 all shares purchased for  Participants under the Plan  that the Company  has
 not been  requested to  deliver  to the  Participants.   The  Company  shall
 maintain complete  and  accurate records  indicating  the number  of  shares
 purchased for each Participant  under the Plan  for which certificates  have
 not been issued and delivered to such Participant, and the Company shall, no
 less  frequently  than  quarterly,  deliver  reports  to  such  Participants
 indicating such number of  shares and containing  such other information  as
 the Company may deem  necessary or advisable.   A Participant shall  possess
 all of  the rights  and privileges  of  a shareholder  of the  Company  with
 respect to Common Stock purchased under the Plan upon the issuance to or for
 the benefit of the Participant of  a certificate or certificates  (including
 the Global Certificate) representing such shares.  The Company shall deliver
 or cause to be delivered to each Participant for whom shares of Common Stock
 have been  purchased  under the  Plan  and  are represented  by  the  Global
 Certificate all dividends and  distributions in respect  of such shares  and
 all notices,  proxy statements  and other  communications to  the  Company's
 shareholders in accordance with applicable law and the rules and regulations
 of the Securities and Exchange Commission.

      No fractional shares shall be issued  upon exercise of any  installment
 of an Option.  Any balance remaining in a Participant's withholding  account
 following exercise of an installment shall  be returned to the  Participant,
 except that any such balance representing a fractional share of Common Stock
 shall be retained in the withholding account and applied to the purchase  of
 shares  in the next month.  The cash proceeds  received by the Company  upon
 exercise of an Option shall constitute general funds of the Company.  To the
 extent any installment of an Option  is exercised with respect to less  than
 all of  the  shares  of  Common Stock  available  for  purchase  under  such
 installment, the unexercised  portion of  the installment  shall expire  and
 become null and void as of the end  of the month for which such  installment
 was exercisable.   Any unexercised  portion of  an Option  shall expire  and
 become null and void as of the end of the Plan Year in which such Option was
 granted.

      Section 10.  Cancellation  of Option and Withdrawal  From the Plan.   A
 Participant who holds  an Option under  the Plan may  at any  time prior  to
 exercise of the final installment thereof  pursuant to Section 9 cancel  the
 remaining unexercised portion of such Option by written notice delivered  to
 the Company.  Upon  such  cancellation,  the  balance in  the  Participant's
 withholding account and any shares being  held in custody shall be  returned
 to such Participant and he or she shall cease to be a Participant.   Partial
 cancellation shall not be permitted.

      A Participant may terminate his or her payroll deduction  authorization
 as of any date by written notice delivered to the Company and shall  thereby
 cease to be a Participant as of such date.  Partial termination of a payroll
 deduction authorization  shall  not  be  permitted,  except  to  the  extent
 expressly  permitted  by  Section  6  of  this  Plan.  Any  Participant  who
 voluntarily terminates his or her  payroll deduction authorization prior  to
 the last business  day of  a month  shall be  deemed to  have cancelled  the
 remaining  unexercised  portion  of  his   or  her  Option,  including   the
 installment that would  have been exercisable  on the last  business day  of
 such month.

      A Participant who withdraws from the  Plan pursuant to this Section  10
 may re-enroll as of any subsequent Enrollment Date on which he or she is  an
 Eligible Employee in accordance with the procedure set forth in Section 6 of
 this Plan; provided, however, that a  Participant shall not be permitted  to
 re-enroll in the Plan until an Enrollment  Date that is at least six  months
 after the date of his or her withdrawal.

      Section 11.   Termination of  Employment.   Upon the  termination of  a
 Participant's employment with the  Company or an  Affiliate for any  reason,
 such person shall cease to be a Participant, the unexercised portion of  any
 Option held by such  Participant under the Plan  shall be deemed  cancelled,
 the balance of such Participant's withholding  account and any shares  being
 held in custody shall be returned to  such Participant (or, in the event  of
 the Participant's death,  to the  executor or  administrator of  his or  her
 estate) and he or she shall have no further rights under the Plan.

      All Participants shall have  the same rights  and privileges under  the
 Plan.  Notwithstanding the foregoing, nothing in the Plan shall confer  upon
 any Participant any right  to continue in  the employ of  the Company or  an
 Affiliate or  in any  way interfere  with the  right of  the Company  or  an
 Affiliate to terminate the employment of  the Participant at any time,  with
 or without  cause.   Transfers  of  employment  among the  Company  and  its
 Affiliates and approved leaves of absence not exceeding 90 days shall not be
 considered terminations of employment for purposes of this Plan.

      Section 12.  Transferability.  An  Option granted under the Plan  shall
 not be transferable by the Participant and shall be exercisable only by  the
 Participant.

      Section 13.  Adjustments  Upon Changes in Common  Stock.  In the  event
 the Company shall effect a split of  the Common Stock or declare a  dividend
 payable in Common Stock, or in the event the outstanding Common Stock  shall
 be combined into a smaller number of shares, the maximum number of shares as
 to which  Options  may be  granted  under the  Plan  shall be  increased  or
 decreased proportionately, and  the Fair Market  Value per  share of  Common
 Stock as of the date of grant of all outstanding Options shall be  adjusted,
 for purposes of making the determination required by Section 8 of this Plan,
 in a manner deemed appropriate by the Board of Directors.

      In the event of a reclassification  of Common Stock not covered by  the
 foregoing, or  in  the event  of  a  liquidation or  reorganization  of  the
 Company, including a merger, consolidation or  sale of assets, the Board  of
 Directors shall make such adjustments, if any, as it may deem appropriate in
 the number, purchase price  and kind of shares  that are covered by  Options
 theretofore granted under  the Plan  or that  are otherwise  subject to  the
 Plan.  The provisions of this Section shall only be applicable if, and  only
 to the extent that, the application thereof does not conflict with any valid
 governmental statute, regulation or rule.

      Section 14.   Amendment and Termination  of the Plan.   Subject to  the
 right of the  Board of Directors  to terminate the  Plan prior thereto,  the
 Plan shall  terminate when  all or  substantially all  of the  Common  Stock
 reserved for purposes of  the Plan has  been purchased.   No Options may  be
 granted after termination of the  Plan.  The Board  of Directors may at  any
 time suspend, terminate,  amend or  modify the Plan,  in whole  or in  part;
 provided, however,  that no  amendment or  modification  of the  Plan  shall
 become effective without the approval of  such amendment or modification  by
 the shareholders of the  Company if the Company,  on the advice of  counsel,
 determines that such shareholder approval is necessary or desirable.

      No termination  or amendment  of the  Plan shall  adversely affect  the
 rights of a Participant under an outstanding Option, except with the consent
 of such Participant.

      Section 15.   Requirements of  Law.  The  granting of  Options and  the
 issuance of Common Stock upon the exercise of an Option shall be subject  to
 all  applicable  laws,  rules  and  regulations  and  to  such  approval  by
 governmental agencies as may be required.

      Section 16.    Effective Date  of  the Plan.    The Plan  shall  become
 effective, as of the date of its adoption  by the Board of Directors, if  it
 is duly approved at the 1993 annual meeting of shareholders of the  Company.
 The  affirmative vote of the holders of at least a majority of the shares of
 stock of the Company present and voting on  the approval of the Plan at  the
 meeting, provided that the  total number of shares  voting for the  proposal
 represents more than 50% of the total number of shares of stock entitled  to
 vote at such annual meeting, shall be required to approve the Plan.  If  the
 Plan is not so approved, the Plan shall terminate, the unexercised  portions
 of all Options granted hereunder  shall be null and  void and all shares  of
 Common Stock theretofore issued upon the exercise of Options under the  Plan
 shall  be  deemed  cancelled.  Certificates  representing shares  issued  to
 Participants  prior  to  shareholder  approval   of  the  Plan  shall   bear
 appropriate legends indicating that the  shares have been issued  contingent
 upon shareholder approval and are cancellable in the event such approval  is
 not obtained.  Upon such  cancellation, Participants shall promptly  deliver
 to the  Company  all  certificates representing  cancelled  shares  and  the
 Company shall promptly  return to  the Participants,  without interest,  all
 funds obtained from  such Participants through  payroll deductions and  used
 for the purchase of such shares.

      Section 17.  Rule 16b-3 Compliance.   Transactions under this Plan  are
 intended to  comply with  all applicable  conditions of  Rule 16b-3  or  its
 successors adopted under the Exchange Act, some of which conditions are  not
 set forth herein.  To the extent any provision of the Plan or action by  the
 Committee fails to  so comply,  it shall  be deemed  null and  void, to  the
 extent permitted by law and deemed advisable by the Committee.