EXHIBIT 10.97

                               PROMISSORY NOTE


  $681,730.43               Dallas County, Texas           February 4, 1999


       FOR VALUE RECEIVED, the undersigned, ALOE COMMODITIES INTERNATIONAL,
  INC.,  a  Texas  corporation (the "Maker"), hereby promises to pay to the
  order   of  CARRINGTON  LABORATORIES,  INC.,  a  Texas  corporation  (the
  "Payee"),  the  principal  sum  of  Six Hundred Eighty-One Thousand Seven
  Hundred  Thirty  and  43/100  Dollars ($681,730.43), with interest on the
  unpaid balance thereof from the date hereof until maturity at the rate or
  rates  hereinafter provided, both principal and interest being payable as
  hereinafter  provided  in lawful money of the United States of America at
  2001 Walnut Hill Lane, Irving, Texas 75038, or at such other place as may
  be designated from time to time by the holder of this Note.

       The  unpaid  principal  of  this  Note outstanding from time to time
  shall  bear  interest  prior to maturity at the rate of ten percent (10%)
  per  annum  or  the maximum interest rate permitted under applicable law,
  whichever is less; provided, however, that no interest shall accrue or be
  payable  on  any  part  of  the principal of this Note that is paid on or
  before  June  4, 1999.  All past due principal of and/or interest on this
  Note shall bear interest from maturity until paid at the rate of eighteen
  percent  (18%)  per  annum  or  the maximum interest rate permitted under
  applicable law, whichever is less.

       The  principal of and interest on this Note shall be due and payable
  on  February  4,  2000  (the  "Final Due Date"), on which date all unpaid
  principal  of and accrued interest on this Note shall be due and payable.
  The  Maker  shall  have the right to prepay, without penalty, at any time
  and  from  time  to time prior to maturity, all or any part of the unpaid
  principal  balance of this Note, provided that any such principal prepaid
  after  June  4, 1999 shall be accompanied by the interest accrued on such
  principal.

       The  Maker hereby pledges and assigns to the Payee and grants to the
  Payee  a continuing security interest in 700,000 shares of capital stock,
  par  value  $0.05 U.S. per share, of Aloe and Herbs International Inc., a
  Panamanian  corporation, and all proceeds thereof, to secure the full and
  timely  payment of all sums now or hereafter owed by the Maker under this
  Note.  The Payee shall have all rights and remedies available to it under
  the Texas Uniform Commercial Code.
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       It  is  the  intent of the Maker and the Payee, in the execution and
  acceptance  of  this  Note  and  all  other  instruments now or hereafter
  securing  this  Note,  to  contract  in strict compliance with applicable
  usury law.  In furtherance thereof, the Maker and the Payee stipulate and
  agree that none of the terms and provisions contained in this Note, or in
  any  other  instrument  executed  in  connection  herewith, shall ever be
  construed  to  create  a  contract  to  pay,  for the use, forbearance or
  detention  of money, interest at a rate in excess of the maximum interest
  rate  permitted  to  be charged by applicable law; that neither the Maker
  nor  any guarantors, endorsers or other parties now or hereafter becoming
  liable  for  payment  of this Note shall ever be obligated or required to
  pay  interest  on  this  Note at a rate in excess of the maximum interest
  rate  that  may  be  lawfully  charged under applicable law; and that the
  provisions  of  this paragraph shall control over all other provisions of
  this  Note  and  any  other  instruments  now  or  hereafter  executed in
  connection  herewith  that  may  be  in  apparent conflict herewith.  The
  holder of this Note expressly disavows any intention to charge or collect
  excessive  unearned interest or finance charges in the event the maturity
  of  this  Note  is  accelerated.    If the maturity of this Note shall be
  accelerated  for  any  reason,  or  if the principal of this Note is paid
  prior  to  the  end of the term of this Note, and as a result thereof the
  interest  received for the actual period of existence of the indebtedness
  evidenced  by  this  Note exceeds the applicable maximum lawful rate, the
  holder  of this Note shall, at its option, either refund to the Maker the
  amount  of  such  excess  or credit the amount of such excess against the
  principal  balance of this Note then outstanding and thereby shall render
  inapplicable any and all penalties of any kind provided by applicable law
  as a result of such excess interest.  If the Payee or any other holder of
  this  Note shall collect money that is deemed to constitute interest that
  would  increase  the  effective  interest  rate on this Note to a rate in
  excess of that permitted to be charged by applicable law, an amount equal
  to  interest in excess of the lawful rate shall, upon such determination,
  at  the option of the holder of this Note, be either immediately returned
  to  the Maker or credited against the principal balance of this Note then
  outstanding,  in  which  event  any  and  all penalties of any kind under
  applicable law as a result of such excess interest shall be inapplicable.
  By  execution  of  this Note, the Maker acknowledges that it believes the
  indebtedness  evidenced  by  this Note to be non-usurious and agrees that
  if,  at  any  time,  the  Maker  should  have reason to believe that such
  indebtedness  is  in  fact usurious, it will give the holder of this Note
  notice  of  such  condition,  and such holder shall have ninety (90) days
  from the date such notice is given in which to make appropriate refund or
  other  adjustment  in  order  to  correct such condition, if in fact such
  exists.   The term "applicable law," as used in this Note, shall mean the
  laws  of  the  State of Texas or the laws of the United States, whichever
  laws allow the greater rate of interest, as such laws now exist or may be
  changed or amended or come into effect in the future.

       If  the indebtedness represented by this Note or any part thereof is
  collected  at  law  or in equity or through any bankruptcy, receivership,
  probate  or  other  court  proceedings,  or if this Note is placed in the
  hands  of  an  attorney  for  collection after default, the Maker and all
  endorsers,  guarantors  and  sureties  of this Note jointly and severally
  agree to pay to the holder of this Note, in addition to the principal and
  interest  due  and  payable  hereon,  all  the costs and expenses of such
  holder  in  enforcing  this Note, including without limitation reasonable
  attorney's fees and legal expenses.
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       The  Maker  and  all endorsers, guarantors and sureties of this Note
  and  all  other persons liable or to become liable on this Note severally
  waive  presentment  for payment, demand, notice of demand and of dishonor
  and  nonpayment  of  this  Note,  notice  of  intention to accelerate the
  maturity  of  this  Note,  notice  of acceleration, protest and notice of
  protest,  diligence  in  collecting, and the bringing of suit against any
  other  party,  and  agree  to  all  renewals,  extensions, modifications,
  partial  payments, and releases or substitutions of security, in whole or
  in part, with or without notice, before or after maturity.

       This  Note  and  the  rights,  duties and liabilities of the parties
  hereunder  and/or arising from or relating in any way to the indebtedness
  evidenced by this Note or the transaction of which such indebtedness is a
  part  shall  be  governed by and construed for all purposes in accordance
  with  the  laws  of  the State of Texas and the laws of the United States
  applicable to transactions within such state.

       IN  WITNESS  WHEREOF,  the  Maker has executed this Note on the date
  first set forth above.

                                ALOE COMMODITIES INTERNATIONAL, INC.




                                By:  /s/ L. Scott McKnight                 
     
                                     L. Scott McKnight
                                     President