SALES DISTRIBUTION AGREEMENT


         THIS AGREEMENT ("Agreement") is made and entered into as of this  
        day of                     , 1996, by and between CARRINGTON
   LABORATORIES, INC., a Texas corporation hereinafter referred to as
   ("Carrington"), and GAMIDA-MEDEQUIP LTD., an Israeli corporation
   hereinafter referred to as ("GME").


                            W I T N E S S E T H :


         WHEREAS, Carrington is engaged in the business of developing,
   manufacturing, selling and distributing certain pharmaceutical products
   and medical devices and is desirous of establishing a competent and
   exclusive distribution source for sales of such products in Israel and
   South Africa (defined in Article 1 hereof as the Territory); and

         WHEREAS, GME is desirous of distributing such products in the
   Territory, represents that it has experience in obtaining registration
   of pharmaceutical preparations or products and medical devices in the
   Territory, is well introduced on the market, is willing and able to
   provide a competent distribution organization in the Territory, and GME
   desires to be Carrington's sales distributor for such products in the
   Territory;

         NOW, THEREFORE, the Parties hereto, in consideration of the
   premises and mutual covenants and undertakings herein contained, agree
   as follows:

   Article 1.  Definitions

         1.1   As used in this Agreement, the following terms shall have
   the meanings specified in this Article 1.1:

         (a)   "Products" shall mean the wound and skin care products
               manufactured by or for Carrington set forth on Exhibit A
               hereto.  Carrington will provide a ninety (90) day notice
               to GME on its intent to add or discontinue Products to
               Exhibit A.

         (b)   "Territory" shall mean the following countries: Israel
               (including Israeli-administered territories and the areas
               of Palestinian authority).

         (c)   "Parties" shall mean Carrington and GME and  Party  shall
               mean either of them as the context indicates.

         (d)   "Know-how" shall mean secret and substantial technical and
               scientific information regarding the Products, which may be
               necessary, useful or advisable to enable GME to obtain the
<PAGE>         
               Registration of, promote, market and sell the Products in
               the Territory, and as is or will be specified in the
               documentation which Carrington has delivered or will
               deliver to GME after execution of this Agreement.

         (e)   "Registration" shall mean any official approval, or
               authorization, or licensing regarding the Products by the
               appropriate and competent authorities in the Territory,
               including, if applicable, the Products  selling prices and
               social security approvals, allowing the lawful marketing of
               the Products.

         (f)   "Trademarks" shall mean all Trademarks, trade names,
               service marks, logos and derivatives thereof relating to
               the Products.

   Article 2.  Appointment

         2.1   Subject to the terms and conditions of this Agreement,
   Carrington hereby appoints GME as Carrington's sales distributor in the
   Territory for the sale of Products, and GME hereby accepts such
   appointment.  As sales distributor in the Territory, GME shall, subject
   to the terms and conditions of this Agreement, have the right to obtain
   the Registration of, promote, distribute and sell Products in the
   Territory, but shall have no right to take any such action outside the
   Territory.  During the term of this Agreement, Carrington undertakes to
   appoint no other sales distributor for the Products in the Territory,
   nor itself to sell the Products in the Territory other than through
   GME.

         2.2   In a manner reasonably satisfactory to Carrington, and at
   GME's sole expense, GME agrees to (a) make and maintain all
   declarations, filings, and Registrations with, and obtain all approvals
   and authorizations from, governmental and regulatory authorities
   required to be made or obtained in connection with the promotion,
   marketing, sale or distribution of the Products in the Territory, (b)
   devote its best efforts to the diligent promotion, marketing, sale and
   distribution of the Products in the Territory, (c) provide and maintain
   a competent and aggressive organization for the promotion, marketing,
   sale and distribution of the Products in the Territory, (d) assure
   competent and prompt handling of inquiries, orders, shipments, billings
   and collections, and returns of or with respect to the Products and
   careful attention to customers  requirements for all Products, and (e)
   promptly assign back to Carrington any product Registrations in the
   Territory upon termination of Agreement.

         2.3   During the term of this Agreement, GME shall be considered
   an independent contractor and shall not be considered a partner,
   employee, agent or servant of Carrington.  As such, GME has no
   authority of any nature whatsoever to bind Carrington or incur any
   liability for or on behalf of Carrington or to represent itself as
   anything other than a sales distributor and independent contractor. GME
   agrees to make clear in all dealings with customers or prospective
   customers that it is acting as a distributor of the Products and not as
   an agent of Carrington.
<PAGE>
         2.4   Nothing in this Agreement shall be construed as giving GME
   any right to use or otherwise deal with the Know-how for purposes other
   than those expressly provided for in this Agreement.

         2.5   GME shall promptly inform Carrington of any
   misappropriation of the Know-how which comes to its attention. 
   Carrington shall have sole and absolute discretion to take such action
   as it deems appropriate and shall reimburse GME for any costs or
   expenses pre-approved or authorized by Carrington which GME incurs in
   protecting or defending the Know-how, unless such misappropriation of
   Know-how was caused in whole or part by GME.

         2.6   All costs and expenses connected with GME s activities or
   performance under this Agreement are to be borne solely by GME.

   Article 3.  Certain Performance Requirements

         3.1   GME agrees to promote, market, sell and distribute the
   Products only to customers and potential customers within the Territory
   for ultimate use within the Territory.  GME will not, under any
   circumstances, either directly or indirectly through third Parties,
   promote, market, sell, or distribute Products within or to, or for
   ultimate use within, the United States or any place outside the
   Territory.

         3.2   In order to assure Carrington that GME is in compliance
   with Article 3.1, GME agrees that upon written request:

         (a)   GME will send to Carrington a quarterly sales report (not
               more than once quarterly) which sets forth the number of
               units and sizes of each Product sold, as well as net sales;
               and

         (b)   Carrington may mark for identification all Products sold by
               Carrington to GME hereunder.

         3.3   GME shall promptly provide Carrington with written reports
   of any importation or sale of any of the Products in the Territory of
   which GME has knowledge from any source other than Carrington, as well
   as with any other information which Carrington may reasonably request
   in order to be updated on the market conditions in the Territory.

         3.4   GME shall maintain a sufficient inventory of Products to
   assure an adequate supply of Products to serve all its market segments. 
   GME shall maintain all its inventory of Products clearly segregated and
   meeting all storage and other standards required by applicable
   governmental authorities.  All such inventory and GME's facilities
   shall be subject to inspection by Carrington or its agents upon 72
   hours written notice.

         3.5   GME shall be responsible for and shall collect all
   governmental and regulatory sales and other taxes, charges and fees
   that may be due and owing upon sales by GME of Products.  Upon written
   request from GME, Carrington shall provide GME with such certificates
   or other documents as may be reasonably required to establish any
   applicable exemptions from the collection of such taxes, charges and
   fees.
<PAGE>
         3.6   All Products shall be packaged and delivered by Carrington
   to GME.  All Products shall be labeled, advertised, marketed, sold and
   distributed by GME in compliance with the rules and regulations, as
   amended from time to time, of (i) all applicable governmental
   authorities within the Territory in which the Products are marketed,
   and (ii) all other applicable laws, rules and regulations.  GME shall
   pay all expenses associated with (i) any alterations to the packaging
   and labeling of the Products which deviate from Carrington's standard
   packaging materials, designs, methods and/or procedures, (ii) any
   language modifications to the packaging or labeling and/or (iii) any
   additions to inserts in the general packaging. The Parties shall agree
   on minimum production runs for such custom labels.

         3.7   GME shall not make any alterations or permit any
   alterations to be made to the Products without Carrington's written
   consent.

         3.8   GME shall assume all responsibility for its compliance with
   all applicable laws, regulations and requirements concerning the
   Registration, inventory, use, promotion, distribution and sale of the
   Products in the Territory and correspondingly for any damage, claim,
   liability, loss or expense which Carrington may suffer or incur by
   reason of GME's non-compliance with such applicable laws, regulations
   and requirements concerning said Registration, inventory, use,
   promotion, distribution and sale and shall hold Carrington harmless
   from any claim resulting therefrom being directed against Carrington or
   GME by any third party.

         3.9   GME agrees not to make, or permit any of its employees,
   agents or representatives to make, any claims of any properties or
   results relating to any Product, unless such claims have received
   written approval from Carrington or from the applicable governmental
   authorities.

         3.10  GME shall not use any label, advertisement or marketing
   material on or with respect to or relating to any Product unless such
   label, advertisement or marketing material has first been submitted to
   and approved by Carrington in writing.

         3.11  GME will actively and aggressively promote, develop demand
   for and maximize the sale of the Products to all customers and
   potential customers within the Territory.  GME agrees not to
   manufacture, promote, market, sell or distribute to any customers or
   potential customers in the Territory without ninety (90) days written
   notice to and approval from Carrington, any competitive wound care,
   skin care, oral care or incontinence care product which is competitive
   with any Product listed on Exhibit A at such time.

         3.12  GME represents that its books, records and accounts
   pertaining to all its operations hereunder are complete and accurate in
   all material respects and have been maintained in accordance with sound
   and generally accepted accounting principles. 
   <PAGE>
   
   Article 4   Registration of Products

         4.1   It being understood that Registration is a prerequisite to
   the lawful sale of the Products in the Territory, Carrington hereby
   agrees to supply GME, promptly after the execution of this Agreement,
   with any Know-how or relevant documentation necessary for preparing the
   Registration dossier to be submitted to the applicable governmental
   authorities of the Territory.

         4.2   It shall be the responsibility of GME, at its sole expense
   to apply for, obtain and maintain in force the Registration of the
   Products.  Subject to having obtained the prior approval of Carrington,
   the application shall be submitted to all applicable governmental
   authorities, including the health authorities of the Territory and
   shall be in the name of Carrington, with GME being named as Products
   distributor in the Territory.  GME expressly acknowledges and agrees
   that the absolute and exclusive ownership of the Registration and all
   rights originating out of or from the same shall at all times belong
   only and exclusively to Carrington.

         4.3   As soon as GME has received Know-how from Carrington, GME
   shall prepare,  at its sole expense, the Registration dossier and
   submission and any translation which may be required by the applicable
   authorities of the Territory.  GME shall promptly supply Carrington
   with a copy of the said Registration dossier and submission and
   Carrington shall be entitled to a free and unrestrained use of the
   same.

         4.4   Subject to having obtained Carrington's written approval of
   all such documentation and any subsequent amendments thereto, GME
   shall, as soon as possible and in any case within sixty (60) days of
   Carrington's approval, submit the Registration application to the
   appropriate authorities of the Territory.

         4.5   GME shall use its best endeavors to obtain the Registration
   within six (6) months from the relevant submission.  GME shall notify
   Carrington in writing at least 3 (three) months before the expiration
   of said term of any need for an extension in time to obtain
   Registration.  The notification shall specify the duration of, and the
   reason for, any proposed extension.  Carrington shall consider any such
   request, evaluating the objective situation and GME's fulfilment of its
   obligations in this respect.  It is, however, understood that GME's
   dead-line to obtain Registration is one year from the date of filing.

         4.6   GME shall copy and keep Carrington fully and timely
   informed, throughout the term of this Agreement, of all communications
   sent to or received from all applicable governmental  authorities,
   including the health authorities, of the Territory concerning the
   Products.

         4.7   Carrington makes no warranty that the supplied Know-how
   will necessarily result in the grant of the Registration and GME shall
   have no claim against Carrington arising out of any delay or refusal by
   the authorities to issue the Registration.
<PAGE>
   Article 5.  Sale of Products by Carrington to GME

         5.1   Subject to the terms and conditions of this Agreement,
   including specifically Article 5.7 hereof, Carrington shall sell to GME
   the Products at a specified price for each Product (the "Contract
   Price").  For orders placed by GME during the first 12-month period of
   the term of this Agreement, the Contract Prices for the Products listed
   on Exhibit A are set forth on such exhibit opposite each Product.  At
   least ninety (90) days prior to the end of each 12-month period of the
   term of this Agreement, (a) GME shall provide in writing to Carrington
   both a sales forecast and a purchase forecast for the following 12-
   month period, and (b) the Parties shall commence good faith
   negotiations to determine and agree upon the Contract Prices for
   Products for the next 12-month period of the term.

         5.2   As consideration for its appointment as a sales distributor
   entitled to a Product discount, GME agrees to purchase from Carrington,
   during each 12-month period of the term of this Agreement, commencing
   with the 12-month period beginning _________, 19__ through ___________,
   19__, at the Contract Price, a specified minimum aggregate dollar
   amount (based on the Contract Price) of the Products (the "Specified
   Minimum Purchase Amount").  The first 12-month period of the term of
   this Agreement shall be considered a benchmark year and there shall be
   no Specified Minimum Purchase Amount, but rather a sales target of
   $________.00.  The Specified Minimum Purchase Amounts for each
   subsequent 12-month period shall be determined by mutual agreement of
   the Parties no later than thirty (30) days prior to the beginning of
   such period based on GME's reasonable, good faith projections of future
   sales growth and such other factors as the Parties may deem relevant.

         5.3   GME shall order Products by submitting a purchase order to
   Carrington describing the type and quantity of the Products to be
   purchased.  All orders are subject to acceptance by Carrington.  All
   purchases shall be spaced in a reasonable manner.  If Carrington
   accepts the order, Carrington will invoice GME upon shipment of the
   Products.  Unless otherwise agreed, GME shall pay all invoices in full
   within ninety (90) days of the date of invoice.  GME shall be solely
   responsible for all costs in connection with affecting payments.  All
   sales and payments shall be made, and all orders shall be accepted, in
   the State of Texas.

         5.4   Carrington shall not be obligated to ship Products to GME
   at any time when payment of an amount owed by GME is overdue or when
   GME is otherwise in breach of this Agreement.

         5.5   All shipments will be initiated by a Purchase Order. 
   Product shipment dates will be specified in the Purchase Order.  These
   dates may not be scheduled prior to ninety (90) days after the date the
   Purchase Order is received and acknowledged in writing by Carrington,
   unless by mutual consent of the Parties.  Purchase Orders will be non-
   cancelable. GME will issue to Carrington on a quarterly basis, a twelve
   (12) month rolling forecast so that Carrington may incorporate said
   forecasts into its planning system.  The triggering document for
   production activities is, however, the Purchase Order, as stated above. 
   Carrington will guarantee delivery dates for product quantities that
   vary up to 20% above the last quarterly rolling forecast issued prior
   to the Purchase Order placed by GME. Variation above 20% shall be
   discussed between the Parties and Carrington will use its best efforts
   to maintain delivery dates requested by GME.
<PAGE>
         5.6   All shipments of Products to GME will be packaged in
   accordance with Carrington's standard packaging procedures and shipped
   per Carrington s existing distribution policy.  All Contract Prices are
   F.O.B., (invoice price includes seller's expense for delivery to the
   named destination) Carrington's facility, Irving, Texas.  Ownership of
   and title to Products and all risks of loss with respect thereto shall
   pass to GME upon delivery of such Products by Carrington to the carrier
   at the designated delivery (F.O.B.) point.  Deliveries of Products
   shall be made by Carrington under normal trade conditions in the usual
   and customary manner being utilized by Carrington at the time and
   location of the particular delivery.

         5.7   Carrington shall use its reasonable best efforts to ensure
   availability of all Products ordered by GME under this Agreement. 
   However, if necessary in the best judgment of Carrington, Carrington
   may allocate its available supply of Products among all its customers,
   distributors or other purchasers, including GME, on such basis as it
   shall deem reasonable, practicable and equitable, without liability for
   any failure of performance or lost sales which may result from such
   allocations.

         5.8a  Carrington accepts liability for defective products and
   agrees to replace such defective Products should they occur with new
   Products.  Except as may be expressly stated by Carrington on the
   Product or on Carrington's packaging, or in Carrington's information
   accompanying the Product, at the time of shipment to GME hereunder,
   CARRINGTON MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH
   RESPECT TO THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED
   WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 
   CARRINGTON NEITHER ASSUMES NOR AUTHORIZES ANYONE TO ASSUME FOR IT ANY
   OBLIGATION OR LIABILITY IN CONNECTION WITH THE PRODUCTS.  GME shall not
   make any representation or warranty with respect to the Products that
   is more extensive than, or inconsistent with, the limited warranty set
   forth in this Article 5.8 or that is inconsistent with the policies or
   publications of Carrington relating to the Products.

         GME'S EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER IS
   THE DELIVERY BY CARRINGTON OF ADDITIONAL QUANTITIES OF THE PRODUCTS IN
   REPLACEMENT OF THE NON-CONFORMING PRODUCTS OR THE REFUND OF THE
   CONTRACT PRICE FOR THE PRODUCTS THAT ARE COVERED BY THE WARRANTY, AT
   GME'S OPTION.  CARRINGTON SHALL HAVE NO OTHER OBLIGATION OR LIABILITY
   FOR DAMAGES TO GME OR ANY OTHER PERSON OF ANY TYPE, INCLUDING, BUT NOT
   LIMITED TO, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF
   PROFITS OR OTHER COMMERCIAL OR ECONOMIC LOSS, OR ANY OTHER LOSS, DAMAGE
   OR EXPENSE, ARISING OUT OF OR IN CONNECTION WITH THE SALE, USE, LOSS OF
   USE, NONPERFORMANCE OR REPLACEMENT OF THE PRODUCTS.

         5.8b  Carrington shall indemnify, defend and hold GME and GME's
   officers, directors and employees harmless from and against any
   liability, losses, damages, costs and expenses (including reasonable
   attorney s fees and disbursements) arising out of or with respect to:

         (i)   any third party claims, actions or suits alleging product
         liability; or

         (ii)  any claims, actions or suits alleging that the Products or
         Trademarks infringe the intellectual property rights or other
         proprietary rights of any third party.
<PAGE>
         5.8c  GME shall indemnify, defend and hold Carrington and
   Carrington s officers, directors and employees harmless from and
   against any liability, losses, damages, costs and expenses (including
   reasonable attorney s fees and disbursements) arising out of or with
   respect to any third party claims, actions or suits due to the
   following acts or omissions by GME, its agents, servants or employees:

         (i)   any alterations or mishandling (subsequent to delivery by
         Carrington) of the Products;

         (ii)  any unauthorized claims regarding the Products, including,
         but not limited to, misrepresentations of any aspect, element,
         component or result of use of the Products;

         (iii) any misuse or unauthorized use of the Trademarks or Know-
         how; or

         (iv)  any breach by GME of any of its representations,
         warranties, or covenants under this agreement.

         5.8d  EACH PARTY S INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS
   ARTICLE 5.8 SHALL NOT APPLY TO THE EXTENT THAT THE ACT OR OMISSIONS
   CONTAINED THEREIN ARE ATTRIBUTED TO OR CAUSED BY THE OTHER PARTY,
   WHETHER INTENTIONALLY OR NEGLIGENTLY.

         5.9   Credits for defective Products to GME shall include
   importation and shipment expenses and will be calculated by Carrington
   based on the original Contract Price of the items returned, whether
   identified by lot number or another method.  Carrington shall provide
   GME with a copy of its liability Insurance Certificate and shall
   include GME thereunder.

   Article 6.  Term and Termination

         6.1   The term of this Agreement shall be for a period of five
   years from the effective date of this Agreement.  After such term, this
   Agreement shall be automatically renewed for successive periods of five
   
   (5) years each unless or until either Party terminates this Agreement
   pursuant to the termination provisions set forth herein, or by giving
   notice of termination to the other Party on the last day of any period,
   providing at least 365 days  prior notice to such effect. 
   Notwithstanding the foregoing, this Agreement may be terminated earlier
   in accordance with the provisions of this Article 6 or as expressly
   provided elsewhere in this Agreement.

         6.2a  Carrington shall have the absolute right to terminate this
   Agreement if GME fails to perform or breaches, in any material respect,
   any of the terms or provisions of this Agreement and fails to rectify
   such non-performance or breach within ninety (90) days (or, in the case
   of a financial breach, thirty (30) days) of receipt of a written demand
   from Carrington.  Without limiting the events which shall be deemed to
   constitute a breach or material breach of this Agreement by GME, GME
   understands and agrees that it shall be in material breach of this
   Agreement, and Carrington shall have the right to terminate this
   Agreement under this Article 6.2, if:
<PAGE>
               (i)   GME fails or refuses to pay to Carrington any sum
         when due; or

               (ii)  GME breaches any provision of Article 2.2, 3.4, 4,
         5.3, 5.8a, 7 or 8.

         6.2b  In the event GME fails to purchase the Specified Minimum
   Purchase Amount of Product for any given period for a particular
   Territory and Carrington provides a written notice of breach of such
   performance, and breach of such performance is not remedied within
   sixty (60) days, then Carrington shall have the absolute right to
   remove that particular Territory from the Agreement and terminate the
   Agreement with regard to same Territory.

         6.3   Each Party shall have the absolute right to terminate this
   Agreement in the event the other Party shall become insolvent, or if
   there is instituted by or against the other Party procedures in
   bankruptcy, or under insolvency laws or for reorganization,
   receivership or dissolution, or if the other Party loses any franchise
   or license to operate its business as presently conducted in any part
   of the Territory.

         6.4   This Agreement shall automatically terminate effective at
   the end of any 12-month period of the term of this Agreement referred
   to in Articles 5.1 and 5.2 hereof if the Parties are unable to agree
   upon the Contract Prices or the Specified Minimum Amounts for the next
   12-month period of the term.

         6.5   During the one-year period following termination of this
   Agreement, any inventory of Products held by GME at the termination of
   this Agreement may be sold by GME to customers in the Territory in the
   ordinary course; provided, however, that for the period required to
   liquidate such inventory, all of the provisions contained herein
   governing GME's performance obligations and Carrington's rights shall
   remain in effect.  In order to accelerate the liquidation of any such
   inventory, Carrington shall have the option, but not the obligation, to
   purchase all or any part of such remaining inventory at the price at
   which the inventory was originally sold by Carrington to GME, including
   importation and shipping.

         6.6   The termination of this Agreement shall not impair the
   rights or obligations of either Party hereto which shall have accrued
   hereunder prior to such termination.  The provisions of Articles 5.8,
   6.5, 7, 8 and 15 and the rights and obligations of the Parties
   thereunder shall survive the termination of this Agreement for a period
   of three (3) years.
<PAGE>
   Article 7.  Trademarks

         7.1   All Carrington Trademarks, trade names, service marks,
   logos and derivatives thereof relating to the Products (the
   "Trademarks"), and all patents, technology and other intellectual
   property (also known as "Know-how") relating to the Products and of the
   goodwill associated therewith, are the sole and exclusive property of
   Carrington and/or its affiliates.  The Products shall be promoted, sold
   and distributed only under the Trademarks.  Carrington hereby grants
   GME permission to use the Trademarks for the limited purpose of
   performing its obligations under this Agreement.  Carrington may, in
   its sole discretion after consultation with GME, modify or discontinue
   the use of any Trademark and/or use one or more additional or
   substitute marks or names, and GME shall be obligated to do the same.

         7.2   Carrington's Trademarks shall appear on all Product
   packaging, labels, and inserts and other materials which GME uses for
   the marketing of the Products in such form and manner as Carrington
   shall reasonably require.  Carrington retains the right to review and
   approve all intended uses of the Trademark in any packaging, inserts,
   labels, or promotional or other materials relating to the Products
   prior to GME s actual use thereof.

         7.3   It shall be the sole responsibility of Carrington, at its
   sole expense, to keep in force and maintain the Trademarks in the
   Territory by paying all necessary fees throughout the term of this
   Agreement.  GME agrees to use the Trademarks in full compliance with
   the rules prescribed from time to time by Carrington.  The Trademarks
   shall always be used together with the sign [R] or the sign [TM].  GME
   may not use any Trademark as part of any corporate name or with any
   prefix, suffix or other modifying word, term, design or symbol.  In
   addition, GME may not use any Trademark in connection with the sale of
   any unauthorized product or service or in any other manner not
   explicitly authorized in writing by Carrington. 

         7.4   In the event of any infringement of, or threatened or
   presumed infringement of, or challenge to GME's use of any Trademark or
   of any GME trademark, GME is obligated to notify Carrington
   immediately.  GME shall investigate any alleged violation  and, if
   necessary, shall take the appropriate legal action to resolve the issue
   and to prevent other competitors from infringing on said intellectual
   property rights within the Territory.  Carrington shall have sole and
   absolute discretion to take such action as it deems appropriate.

         7.5   In the event of the termination of this Agreement for any
   reason, GME's right to use the Trademarks shall cease, and GME shall
   cease using such Trademarks at such time as GME's inventory of Products
   has been sold.  GME shall, as soon as it is reasonably possible, remove
   all Trademarks which appear on or about the premises of the office(s)
   of GME and any of the advertising of GME used in connection with the
   Products.

         7.6   In the event of a breach or threatened breach by GME of the
   provisions of this Article 7, Carrington shall be entitled to an
   injunction or injunctions to prevent such breaches.  Nothing herein
   shall be construed as prohibiting Carrington from pursuing other
   remedies available to it for such breach or threatened breach of this
   Article 7, including the recovery of damages from GME.
<PAGE>
         7.7   Should for some reason the Trademark be prevented from
   being used in any part or whole of the Territory, the Parties shall
   consult as to a suitable other trademark (which trademark shall
   trademark be also defined as  Trademark  for purposes of this
   Agreement) owned by Carrington or to be transferred from GME to
   Carrington for use in connection with the marketing and sale of the
   Products; it being agreed, however, that Carrington retains the right
   to ultimately determine what such alternative Trademark shall be used,
   provided it is not confusingly similar to a Trademark owned by GME in
   the Territory.

         7.8   Nothing contained in this Agreement shall be construed as
   giving GME the right to use the Trademark outside the Territory or for
   any other product than the Products.

   Article 8.  Confidential Information

         8.1   GME recognizes and acknowledges that GME will have access
   to confidential information and trade secrets, including "Know-how", of
   Carrington and other entities doing business with Carrington relating
   to research, development, manufacturing, marketing, financial and other
   business-related activities ("Confidential Information").  Such
   Confidential Information constitutes valuable, special and unique
   property of Carrington and/or other entities doing business with
   Carrington.  Other than as is necessary to perform the terms of this
   Agreement, GME shall not, during and after the term of this Agreement,
   make any use of such Confidential Information, or disclose any of such
   Confidential Information to any person or firm, corporation,
   association or other entity, for any reason or purpose whatsoever,
   except as specifically allowed in writing by an authorized
   representative of Carrington.  In the event of a breach or threatened
   breach by GME of the provisions of this Article 8, Carrington shall be
   entitled to an injunction restraining GME from disclosing and/or using,
   in whole or in part, such Confidential Information.  Nothing herein
   shall be construed as prohibiting Carrington from pursuing other
   remedies available to it for such breach or threatened breach of this
   Article 8, including the recovery of damages from GME.  The above does
   not apply to information or material that was known to the public or
   generally available to the public prior to the date it was received by
   GME.

         8.2   GME shall not disclose any of the terms of this Agreement
   without the prior written consent of Carrington.  

   Article 9.  Force Majeure

         9.1   Neither GME nor Carrington shall have any liability
   hereunder if either is prevented from performing any of its obligations
   hereunder by reason of any factor beyond its control, including,
   without limitation, fire, explosion, accident, riot, flood, drought,
   storm, earthquake, lightning, frost, civil commotion, sabotage,
   vandalism, smoke, hail, embargo, act of God or the public enemy, other
   casualty, strike or lockout, or interference, prohibition or
   restriction imposed by any government or any officer or agent thereof
   ("Force Majeure"), and neither GME's nor Carrington's obligations, so
   far as may be necessary, shall be suspended during the period of such
<PAGE>
   Force Majeure nor shall either Party s obligations be cancelled with
   respect to such Products as would have been sold hereunder but for such
   suspension.  Such affected Party shall give to the other Party prompt
   notice of any such Force Majeure, the date of commencement thereof and
   its probable duration and shall give a further notice in like manner
   upon the termination thereof.  Each Party hereto shall endeavor with
   due diligence to resume compliance with its obligations hereunder at
   the earliest date and shall do all that it reasonably can to overcome
   or mitigate the effects of any such Force Majeure upon both Party's
   obligations under this Agreement.  Should the Force Majeure continue
   for more than six (6) months, then the other Party shall have the right
   to cancel this Agreement and the Parties shall seek an equitable
   agreement on the Parties  rights and remedies.

         9.2   The Parties agree that any obligation to pay money is never
   excused by Force Majeure.

   Article 10. Amendment

         10.1  No oral explanation or oral information by either Party
   hereto shall alter the meaning or interpretation of this Agreement.  No
   modification, alteration, addition or change in the terms hereof shall
   be binding on either Party hereto unless reduced to writing and
   executed by the duly authorized representative of each Party.

   Article 11. Entire Agreement

         11.1  This Agreement represents the entire Agreement between the
   Parties and shall supersede any and all prior agreements,
   understandings, arrangements, promises,  representations, warranties,
   and/or any contracts of any form or nature whatsoever, whether oral or
   in writing and whether explicit or implicit, which may have been
   entered into prior to the execution hereof between the Parties, their
   officers, directors or employees as to the subject matter hereof. 
   Neither of the Parties hereto has relied upon any oral representation
   or oral information given to it by any representative of the other
   Party.

         11.2  Should any provision of this Agreement be rendered invalid
   or unenforceable, this shall not affect the validity or enforceability
   of the remainder.

   Article 12. Assignment

         12.1  Neither this Agreement nor any of the rights or obligations
   of GME hereunder shall be transferred or assigned by GME without the
   prior written consent of Carrington, executed by a duly authorized
   officer of Carrington, except that GME by notice in writing to
   Carrington may delegate any or all of its rights and obligations
   hereunder to one or more of its Affiliates responsible for business in
   the Territory or particular countries thereof.  In this Agreement, an
   "Affiliate" of GME shall mean any company controlling, controlled by or
   under common control with GME, "control" for the purposes hereof
   meaning the holding, directly or through one or more intermediaries, of
   more than fifty per cent (50%) of the voting equity share capital of or
   an equivalent interest in the controlled company, or the power
   otherwise to direct or cause the direction of its general policies and
   management.  This Agreement shall inure to the benefit of and fully
   bind the permitted assigns and successors-in-interest of each of the
   Parties.
<PAGE>
   Article 13. Governing Law

         13.1   It is expressly agreed that the validity, performance and
   construction of this Agreement will be governed by the laws and
   jurisdiction of Texas.

   Article 14. Notices

         14.1   Any notice required or permitted to be given under this
   Agreement by one of the Parties to the other shall be given for all
   purposes by delivery in person, registered air-mail, commercial courier
   services, postage prepaid, return receipt requested, or by fax
   addressed to:

         (a)   Carrington at: Carrington Laboratories, Inc., 2001 Walnut
               Hill Lane, Irving, Texas 75038; Attention:  President, or
               at such other address as Carrington shall have theretofore
               furnished in writing to GME.  (Fax No. 972-714-5009)
         
         (b)   GME at: _____________________; Attention: _______________,
               or at such other address as GME shall have theretofore
               furnished in writing to Carrington.  (Fax No.____________).

   All notices provided by mail or courier services shall also be promptly
   copied by fax.

   Article 15. Waiver

         15.1  Neither GME's nor Carrington's failure to enforce at any
   time any of the provisions of this Agreement or any right with respect
   thereto, shall be considered a waiver of such provisions or rights or
   in any way affect the validity of same.  Neither GME's nor Carrington's
   exercise of any of its rights shall preclude or prejudice either Party
   thereafter from exercising the same or any other right it may have,
   irrespective of any previous action by either Party.

   Article 16. Arbitration

         16.1  Except as expressly provided otherwise herein, any dispute,
   controversy or claim arising out of or in relation to or in connection
   with this Agreement, the operations carried out under this Agreement or
   the relationship of the Parties created under this Agreement, shall be
   exclusively and finally settled by confidential arbitration, and any
   Party may submit such a dispute, controversy or claim to arbitration. 
   The arbitration proceeding shall be held at the location of the non-
   instituting Party in the English language and shall be governed by the
   rules of the International Chamber of Commerce (the "ICC") as amended
   from time to time.  Any procedural rule not determined under the rules
   of the ICC shall be determined by the laws of England, other than those
   laws that would refer the matter to another jurisdiction.
<PAGE>
               A single arbitrator shall be appointed by unanimous consent
   of the Parties.  If the Parties cannot reach agreement on an arbitrator
   within 45 days of the submission of a notice of arbitration, the
   appointing authority for the implementation of such procedure shall be
   the ICC, who shall appoint an independent arbitrator who does not have
   any financial or conflicting interest in the dispute, controversy or
   claim.  If the ICC is unable to appoint, or fails to appoint, an
   arbitrator within 90 days of being requested to do so, then the
   arbitration shall be heard by three arbitrators, one selected by each
   Party within the 30 days of being required to do so, and the third
   promptly selected by the two arbitrators selected by the Parties.

               The arbitrators shall announce the award and the reasons
   therefor in writing within six months after the conclusion of the
   presentation of evidence and oral or written argument, or within such
   longer period as the Parties may agree upon in writing.  The decision
   of the arbitrators shall be final and binding upon the Parties. 
   Judgment upon the award rendered may be entered in any court having
   jurisdiction over the person or the assets of the Party owing the
   judgment or application may be made to such court for a judicial
   acceptance of the award and an order of enforcement, as the case may
   be.  Unless otherwise determined by the arbitrator, each Party involved
   in the arbitration shall bear the expense of its own counsel, experts
   and presentation of proof, and the expense of the arbitrator and the
   ICC (if any) shall be divided equally among the Parties to the
   arbitration.

   Article 17  Interpretation

         17.1  The language of this Agreement is English.  No translation
   into any other language shall be taken into account in the
   interpretation of the Agreement itself.

         17.2  The headings in this Agreement are inserted for convenience
   only and shall not affect its construction.

         17.3  Where appropriate, the terms defined in Article 1 and
   denoting a singular number only shall include the plural and vice
   versa.

         17.4  References to any law, regulation, statute or statutory
   provision includes a reference to the law, regulation, statute or
   statutory provision as from time to time amended, extended or re-
   enacted.

   Article 18. Exhibits

         18.1  Any and all Exhibits referred to herein shall be considered
   an integral part of this Agreement.
   
   Article 19. No Inconsistent Actions

         19.1  Each Party hereto agrees that it will not voluntarily
   undertake any action or course of action inconsistent with the
   provisions or intent of this Agreement and, subject to the provisions
   of Articles 5.7 and 9 hereof, will promptly perform all acts and take
   all measures as may be appropriate to comply with the terms, conditions
   and provisions of this Agreement.
<PAGE>
   Article 20. Currency of Account

         20.1  This Agreement evidences a transaction for the sale of
   goods in which the specification of U.S. dollars is of the essence, and
   U.S. dollars shall be the currency of account in all events.  All
   payments to be made by GME to Carrington hereunder shall be made either
   (i) in immediately available funds by confirmed wire transfer to a bank
   account to be designated by Carrington or (ii) in the form of a bank
   cashier's check payable to the order of Carrington.  

   Article 21. Binding Effect

         21.1  This Agreement shall inure to the benefit of and be binding
   upon the respective successors of the Parties.

         IN WITNESS WHEREOF, the Parties hereto have executed this
   Agreement as of the day and year first above written.

                                        CARRINGTON LABORATORIES, INC.



                                        By:                               
                                             Name:                        
                                             Title:                       



                                        GAMIDA-MEDEQUIP, LTD.



                                        By:                               
                                             Name:                        
                                             Title:                       

<PAGE>
      
   EXHIBIT A
   GAMIDA-MEDEQUIP, INC.
   Products & Contract Price
   ___________, 1996


                                                               Current
    Product                                                    Price
    ----------------------------------------                  -----------
    Carrington  Patch (6 patches per sleeve)                  $.75/sleeve

   Note:   Any volume discounts are based on yearly purchases which
   correspond with the specified 12-month period as set forth in Article
   5.1 of this Agreement.


   Projected Purchases:

   Israel                    First Year            50,000 sleeves (300,000
   patches)
<PAGE>