Exhibit 10.78

                    SALES DISTRIBUTION AGREEMENT


       THIS AGREEMENT ("Agreement") is  made and entered  into as of  the
  Effective  Date   (as  defined   below)  by   and  between   CARRINGTON
  LABORATORIES, INC., a Texas corporation and E-WHA INTERNATIONAL,  INC.,
  a Korean corporation ("E-Wha").


                        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  Korea
  (defined in Article 1 hereof as the Territory); and

       WHEREAS, E-Wha 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
  E-Wha 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)  "Effective Date" shall mean the date of last signature of the
            Parties hereto.

       (b)  "Know-how" shall mean  secret and  substantial technical  and
            scientific information regarding the  Products, which may  be
            necessary, useful or advisable to enable E-Wha to obtain  the
            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 E-Wha after the Effective Date and during the term of this
            Agreement.

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

       (d)  "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
            E-Wha on its intent to add or discontinue Products to Exhibit
            A.
<PAGE>
       (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)  "Territory" shall mean the following countries:  Korea.

       (g)  "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 E-Wha  as Carrington's sales distributor  in
  the Territory for the sale of  Products, and E-Wha hereby accepts  such
  appointment.   As  sales distributor  in  the Territory,  E-Wha  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.

       2.2  In a manner reasonably  satisfactory  to  Carrington,  and at
  E-Wha's  sole expense,  E-Wha  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, E-Wha shall be  considered
  an independent  contractor  and  shall not  be  considered  a  partner,
  employee, agent  or servant  of  Carrington.   As  such, E-Wha  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.
  E-Wha  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.

       2.4  Nothing in this Agreement shall be construed as giving  E-Wha
  any right to use or otherwise deal with the Know-how for purposes other
  than those expressly provided for in this Agreement.
<PAGE>
       2.5  E-Wha   shall    promptly    inform   Carrington    of    any
  misappropriation of the Know-how which comes  to its attention.   After
  having discussed such situation with E-Wha, Carrington shall have  sole
  and absolute discretion to take such action as it deems appropriate and
  E-Wha, at its own cost, shall assist Carrington in taking legal action,
  if deemed necessary, against such misappropriation.

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

  Article 3.     Certain Performance Requirements

       3.1  E-Wha agrees  to promote,  market,  sell and  distribute  the
  Products only to customers and potential customers within the Territory
  for ultimate  use within  the Territory.   E-Wha  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 E-Wha  is in  compliance
  with Article 3.1, E-Wha agrees that:

       (a)  E-Wha will send to  Carrington quarterly sales reports  which
            set forth the number of units and sizes of each Product sold,
            the net sales, the  number of units  of free medical  samples
            distributed, and  to  whom  such Products  were  sold  and/or
            distributed during such quarter;

       (b)  E-Wha will send to Carrington quarterly inventory reports  of
            the Products; and

       (c)  Carrington may mark for  identification all Products sold  by
            Carrington to E-Wha hereunder.

       3.3  E-Wha shall promptly provide Carrington with written  reports
  of any importation or sale of any  of the Products in the Territory  of
  which E-Wha 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  E-Wha shall maintain  a sufficient inventory  of Products  to
  assure an adequate supply of Products to serve all its market segments.
   E-Wha 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 E-Wha's  facilities
  shall be subject  to inspection  by Carrington  or its  agents upon  72
  hours written notice.

       3.5  E-Wha  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 E-Wha  of Products.    Upon
  written request from  E-Wha, Carrington shall  provide E-Wha 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
  E-Wha.  All Products shall be  labeled, advertised, marketed, sold  and
  distributed by E-Wha 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.  E-Wha 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  E-Wha  shall  not   make  any  alterations   or  permit   any
  alterations to be  made to  the Products  without Carrington's  written
  consent.

       3.8  E-Wha shall assume all responsibility for and comply 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 said  Registration, inventory,  use, promotion,  distribution
  and sale and shall  hold Carrington harmless  from any claim  resulting
  therefrom being  directed  against Carrington  or  E-Wha by  any  third
  party.

       3.9  E-Wha 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 E-Wha 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 E-Wha will actively and aggressively promote, develop  demand
  for and  maximize  the  sale  of the  Products  to  all  customers  and
  potential  customers  within  the  Territory.    E-Wha  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, or incontinence care product.

       3.12 E-Wha  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.   E-Wha's auditor  shall
  deliver to Carrington,  in accordance with  Article 14, at  the end  of
  each 12-month period during  the term of  the Agreement, a  declaration
  that the  accounts rendered  are correct.   Carrington  shall have  the
  right to  have  such books,  records,  and accounts  examined,  at  its
  expense, by a qualified accountant nominated by Carrington.

  Article 4 Registration of Products
<PAGE>
       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 E-Wha, 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 E-Wha, 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 said
  application shall be in the name of Carrington, with E-Wha being  named
  as Products distributor in the Territory.  E-Wha 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 E-Wha has received Know-how from Carrington, E-Wha
  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.   E-Wha 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,  E-Wha
  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  E-Wha shall use its best endeavors to obtain the Registration
  within six (6) months from the relevant submission.  E-Wha 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 E-Wha's fulfilment  of
  its obligations  in this  respect.  It  is,  however,  understood  that
  E-Wha's deadline to obtain Registration  is one  year from  the date of
  filing.

       4.6  E-Wha  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 E-Wha  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 E-Wha

       5.1  Subject to  the  terms  and  conditions  of  this  Agreement,
  including specifically Article  5.7  hereof,  Carrington  shall sell to
  E-Wha the Products at a specified price for each Product (the "Contract
  Price").  For orders placed by  E-Wha 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)  E-Wha 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.  During any  twelve
  (12) month period Carrington reserves the right to change its  Contract
  Price for each Product.

       5.2  As consideration for its  appointment as a sales  distributor
  entitled  to  a  Product  discount,  E-Wha  agrees  to  purchase   from
  Carrington, during each 12-month period of the term of this  Agreement,
  commencing with the 12-month period beginning December 1, 1999  through
  November 30, 2000, at the Contract Price, a specified minimum aggregate
  dollar amount  (based  on the  Contract  Price) of  the  Products  (the
  "Specified Minimum Purchase Amount").  For the first 12-month period of
  the term of this Agreement, there will be no Specified Minimum Purchase
  Amount. 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 E-Wha's reasonable,  good faith projections  of future sales  growth
  and such other factors as the Parties may deem relevant.

       5.3  E-Wha 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  E-Wha upon shipment of  the
  Products.  Unless  otherwise agreed, E-Wha  shall pay  all invoices  in
  full within ninety (90) days  of the date of  invoice.  E-Wha 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  E-Wha
  at any time when payment of an amount owed by E-Wha is overdue or  when
  E-Wha is otherwise in breach of this Agreement.
<PAGE>
       5.5. All  shipments  shall  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  dated
  the Purchase Order is received and  acknowledged in writing by  Seller,
  unless by mutual consent  of the parties Purchase  Orders will be  non-
  cancellable. E-Wha  will issue  to Carrington  on  a monthly  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 monthly rolling forecast issued prior  to
  the purchase  order  placed by  E-Wha.  Variation above  20%  shall  be
  discussed between the Parties and Carrington will use its best  efforts
  to maintain delivery dates requested by E-Wha.

       5.6  All shipments  of  Products  to E-Wha  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  E-Wha 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  E-Wha  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 E-Wha, 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.

       5.8  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 E-Wha  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.  E-Wha  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.
<PAGE>
       E-Wha'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
  E-WHA'S OPTION.  CARRINGTON SHALL HAVE NO OTHER OBLIGATION OR LIABILITY
  FOR DAMAGES TO E-Wha  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.

       E-WHA SHALL  DEFEND, INDEMNIFY  AND HOLD  HARMLESS CARRINGTON  AND
  CARRINGTON'S AFFILIATES,  OFFICERS,  DIRECTORS, EMPLOYEES  AND  AGENTS,
  FROM AND AGAINST  ALL CLAIMS, LIABILITIES,  DEMANDS, DAMAGES,  EXPENSES
  AND LOSSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES)  ARISING
  OUT OF OR  CONNECTED WITH  (i) ANY USE,  SALE OR  OTHER DISPOSITION  OF
  PRODUCTS, KNOW-HOW OR TRADEMARKS BY E-Wha OR ANY OTHER PARTY,  (ii) ANY
  BREACH BY E-WHA OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR  COVENANTS
  UNDER THIS AGREEMENT  OR  (iii)  ANY ACTS  OR  OMISSIONS ON THE PART OF
  E-Wha OR ITS AGENTS, SERVANTS OR EMPLOYEES WHICH ARE  OUTSIDE OR BEYOND
  E-WHA'S AUTHORIZATION GRANTED HEREIN.

       5.9  Credits  for  defective  Products  to  E-Wha  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
  E-Wha with  a copy  of its  liability Insurance  Certificate and  shall
  include E-Wha thereunder.

  Article 6.     Term and Termination

       6.1  The term of this Agreement shall be for a period of three (3)
  years from the effective date of this Agreement.  After such term, this
  Agreement shall be automatically terminated unless the parties mutually
  agree in  writing  to extend  the  term hereof.    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.

       6.2  Carrington shall have  the absolute right  to terminate  this
  Agreement if  E-Wha  fails to  perform  or breaches,  in  any  material
  respect, any of  the terms or  provisions of this  Agreement.   Without
  limiting the events  which shall be  deemed to constitute  a breach  or
  material breach  of  this Agreement  by  E-Wha, E-Wha  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:

            (i)  E-Wha fails or refuses to pay to Carrington any sum when
                 due;
           (ii)  E-Wha breaches  any provision  of Article  2.2, 3.4,  4,
                 5.3, 5.8, 7 or 8; or,
          (iii)  E-Wha fails to purchase  the Specified Minimum  Purchase
                 Amounts of Product for any required period.
<PAGE>

       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 E-Wha at the  termination
  of this Agreement may be sold by E-Wha 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 E-Wha'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  E-Wha,
  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 one (1) year.


  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 E-Wha 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 E-Wha, modify or discontinue the use of any Trademark
  and/or  use one  or  more  additional or substitute marks or names, and
  E-Wha 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 E-Wha 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 E-Wha's actual use thereof.
<PAGE>
       7.3  It shall be  the sole responsibility  of E-Wha,  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.
  E-Wha 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]".   E-Wha
  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, E-Wha 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 E-Wha's use of any  Trademark
  or of  any E-Wha  trademark, E-Wha  is obligated  to notify  Carrington
  immediately.  E-Wha 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, E-Wha's  right to  use the  Trademarks shall  cease, and  E-Wha
  shall cease using such Trademarks at such time as E-Wha's inventory  of
  Products has  been sold.   E-Wha  shall, as  soon as  it is  reasonably
  possible, remove all Trademarks which appear  on or about the  premises
  of the office(s) of E-Wha and any  of the advertising of E-Wha used  in
  connection with the Products.

       7.6  In the event of a breach or threatened breach by E-Wha 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 E-Wha.

       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 be also defined
  as "Trademark" for purposes of this  Agreement) owned by Carrington  or
  to be transferred from E-Wha 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 E-Wha in the Territory.

       7.8  Nothing contained  in this  Agreement shall  be  construed as
  giving E-Wha the right  to use the Trademark  outside the Territory  or
  for any other product than the Products.
<PAGE>
  Article 8.     Confidential Information

       8.1  E-Wha recognizes and acknowledges that E-Wha 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,  E-Wha  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 E-Wha of the provisions  of this Article 8, Carrington  shall
  be entitled to an injunction  restraining E-Wha 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 E-Wha.   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 E-Wha.

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

  Article 9.     Force Majeure

       9.1  Neither  E-Wha  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"),  nor  shall  E-Wha's  or  Carrington's  obligations,
  except as may  be necessary,  be suspended  during the  period of  such
  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' reward of interests.

       9.2  The Parties agree that any obligation  to pay money is  never
  excused by Force Majeure.
<PAGE>
  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, it 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 E-Wha hereunder shall  be transferred or  assigned by E-Wha  without
  the prior written consent of Carrington, executed by a duly  authorized
  officer of Carrington.

  Article 13.    Governing Law

       13.1  It is  expressly agreed that  the validity, performance  and
  construction of  this  Agreement shall  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 E-Wha.  (Fax No. 214-518-1020)

       (b)  E-Wha at:  Shin-a Annex  B/D,  Suite 201,  1-28,  Chung-Dong,
            Jung-Ku, Seoul,  Korea, Attention:    President, or  at  such
            other address as  E-Wha shall have  theretofore furnished  in
            writing to Carrington.  (Fax No. 011-822-773-2024)
<PAGE>
  Article 15.    Waiver

       15.1 Neither E-Wha'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  E-Wha'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 Texas, other than  those
  laws that would refer the matter to another jurisdiction.

            A single arbitrator shall  be appointed by unanimous  consent
  of the Parties.  If the Parties cannot reach agreement on an arbitrator
  within  forty-five  (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 ninety (90) days of being requested to do
  so, then  the arbitration  shall be  heard  by three  arbitrators,  one
  selected by each Party within the thirty (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.
<PAGE>
       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.

  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 E-Wha 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.
<PAGE>
       IN  WITNESS  WHEREOF,  the  Parties  hereto  have  executed   this
  Agreement as of the day and year as written below.

                            CARRINGTON LABORATORIES, INC.


                            By: /s/ Carlton E. Turner
                                ---------------------
                                Name:  Carlton E. Turner
                                Title: President and CEO
                                Date:  October 15, 1999



                            E-WHA INTERNATIONAL, INC.


                            By: /s/ Yong Nyun, Kim
                                ------------------
                                Name:  Yong Nyun Kim
                                Title: President
                                Date:  October 26, 1999