Exhibit 10.41

              INDEPENDENT SALES REPRESENTATIVE AGREEMENT


       This Agreement, entered into  as of June 1,  1998, by and  between
  MEARES   MEDICAL    SALES    ASSOCIATES   (the    "Independent    Sales
  Representative"),  and   CARRINGTON   LABORATORIES,   INC.,   a   Texas
  corporation (the "Company").

                             WITNESSETH:

       WHEREAS, the Company is engaged  in the business of  manufacturing
  and selling various medical products and supplies; and

       WHEREAS, the  Company  desires  to engage  the  Independent  Sales
  Representative to  promote  the sale  of  and solicit  orders  for  the
  Company's products, and the Independent Sales Representative desires to
  be so engaged;

       NOW, THEREFORE, in  consideration of the  premises and the  mutual
  covenants hereinafter set forth, the parties hereby agree as follows:

       1.   Engagement.   The Company  hereby  appoints and  engages  the
  Independent   Sales   Representative,   and   the   Independent   Sales
  Representative hereby  accepts  such  appointment  and  engagement,  to
  promote the sale of  and solicit orders for  the Company's products  in
  accordance with the terms and conditions of this Agreement.

       2.   Duties of Independent Sales Representative.  The  Independent
  Sales Representative shall use its best efforts to promote the sale  of
  the Company's products, to solicit orders therefor and to perform  such
  other functions of a manufacturer's Independent Sales Representative as
  the Company shall  from time to  time request.   The Independent  Sales
  Representative shall  keep the  Company informed  at all  times of  the
  Independent  Sales  Representative's  progress  and  of  any   problems
  relating to or affecting the Company's business, products or customers.
  The  Independent  Sales  Representative   shall  visit   existing   and
  prospective customers in person as often as necessary to carry out  its
  duties in  order to  meet its  sales  goals hereunder  in a  legal  and
  ethical manner and in accordance with normal and accepted business  and
  regulatory practices.  The Independent Sales Representative shall  bear
  all  expenses  incurred  by   it  in  carrying   out  its  duties   and
  responsibilities under this Agreement.

       3.   Sole Area of  Responsibility.  The  geographic area in  which
  the Independent Sales Representative shall devote its sole efforts  and
  for which it shall have sole responsibility under this Agreement  shall
  be all of the zip codes in the State(s) of Alabama and Georgia and  the
  mutually agreeable  zip codes  in Northern  Florida and  Tennessee,  as
  listed and  described on  Exhibit B  attached hereto  and made  a  part
  hereof (the "Sole  Area of Responsibility").   Sales  outside the  Sole
  Area of Responsibility shall not be subject to a commission.
<PAGE>
       4.   Term and  Termination.   The  term  of this  Agreement  shall
  commence on the date hereof and  shall expire two (2) years after  June
  1, 1998,  unless  earlier terminated  in  accordance with  any  of  the
  following provisions:

            (a)  This Agreement may be terminated at any time by  written
       agreement of the parties hereto.

            (b)  This Agreement may be terminated  by the Company at  any
       time  by   written  notice   given   to  the   Independent   Sales
       Representative  (i) if  the Independent Sales Representative,  his
       employees or agents commit a material  breach of this Agreement,
       such a material  breach being defined  as non-compliance with  the
       confidentiality provisions herein or non-compliance with FDA rules
       or regulations, (ii)  if the Independent  Sales Representative  or
       any of  its  agents or  employees  commits  any act  of  fraud  or
       dishonesty with respect to the Company or any of its customers, is
       convicted of any crime (other  than minor traffic violations),  or
       engages in  any conduct  which tends  to hold  the Company  up  to
       ridicule by  others  or  is  otherwise  detrimental  to  the  best
       interest of the Company and Independent Sales Representative fails
       to take immediate action, agreeable to the Company to correct  the
       situation, and  (iii)  if  Kirk Meares  shall  die,  shall  become
       totally and permanently disabled, or shall suffer any physical  or
       mental impairment  which  exists  for  sixty  (60)  days  or  more
       (whether or  not consecutive)  and which,  in the  opinion of  the
       Company, adversely affects  the ability of  the Independent  Sales
       Representative to carry out its duties and responsibilities  under
       this Agreement.

            (c)  This Agreement  may  be terminated  by  the  Independent
       Sales Representative at any  time by written  notice given to  the
       Company  if  the  Company  commits  a  material  breach  of   this
       Agreement.

            (d)  This Agreement  may also  be terminated  by thirty  (30)
       days written notice if  Independent Sales Representative fails  to
       increase territory.  After 6/1/2000 the renewal of this  Agreement
       shall be upon the mutually agreeable terms.

  The expiration or  termination of this  Agreement shall not  terminate,
  limit or  otherwise affect  any rights  or obligations  of the  parties
  hereto which shall  have arisen hereunder  at or prior  to the time  of
  such expiration or termination.
<PAGE>
  5.   Commissions.

            (a)  In  consideration  of  the  services  performed  by  the
       Independent Sales Representative hereunder, the Company shall  pay
       the  Independent   Sales   Representative  commissions,   at   the
       applicable rates specified in Schedule A attached hereto and  made
       a part hereof, on all products  specified in Schedule A which  the
       Company sells  during  the term  of  this Agreement  to  customers
       located and  doing  business  in the Sole  Area of Responsibility.
       Such commissions  shall be  deemed earned  when the  products  are
       shipped and billed by the Company.  The amount of the  commissions
       payable hereunder shall be determined on the basis of the  invoice
       prices of the products sold (which shall be the prices charged  by
       the Company  to its  distributors),  net of  returns,  allowances,
       discounts and adjustments, and exclusive of freight, insurance and
       other shipping and handling  charges, taxes, interest, late  fees,
       service or  carrying  charges  and other  similar  charges.    The
       Company shall have the right to delete product or otherwise change
       the list of products specified on Schedule A at any time, provided
       the  Company  gives  written  notice   of  such  changes  to   the
       Independent Sales  Representative not  less that  sixty (60)  days
       prior to the date such changes are to become effective.

            (b)  Within fifteen (15) days after the end of each  calendar
       month during the term of this Agreement:

                 (i)  The Company shall furnish to the Independent  Sales
            Representative a statement showing  all products shipped  to,
            products  returned   by,   and  allowances,   discounts   and
            adjustments granted  to  customers  in  the  Sole    Area  of
            Responsibility, and all debits and credits to the Independent
            Sales Representative's commission account, during such month;
            and

                 (ii) The Company  shall  pay to  the  Independent  Sales
            Representative all commissions earned during such month,  net
            of any deductions due to products returned by or  allowances,
            discounts and adjustments  granted to customers  in the  Sole
            Area of Responsibility during such month.

            (c)  The Company  shall  be  entitled  to  recover  from  the
       Independent  Sales   Representative  an   amount  equal   to   all
       commissions  paid  by  the   Company  to  the  Independent   Sales
       Representative in  respect  of  products  which  are  subsequently
       returned by  the customer  or with  respect to  which the  Company
       subsequently grants an  allowance, discount or  adjustment to  the
       customer.  The Company may recover such amount either by requiring
       the Independent Sales  Representative to make  payment thereof  to
       the Company or  by deducting such  amount from future  commissions
       earned by  the  Independent Sales  Representative,  whichever  the
       Company shall elect.
<PAGE>
            (d)  Notwithstanding  anything  to   the  contrary  in   this
       Agreement, the Company may from time to time designate one or more
       customers  as  national  accounts   or  house  accounts,  and   no
       commissions shall be payable under this Agreement on products  for
       which the Company receives orders more than ten (10) days after it
       has given written  notice of such  designation to the  Independent
       Sales Representative.

       6.   Orders.  All orders solicited or obtained by the  Independent
  Sales Representative  are subject  to approval  and acceptance  by  the
  Company at its offices in Dallas County, Texas.  The Independent  Sales
  Representative is not authorized  and shall not  purport to accept  any
  orders for the Company's products.   The Company shall have the  right,
  in its  sole  discretion,  to  accept or  reject  each  order  for  its
  products; to determine whether and when to ship any products; to  grant
  or refuse credit to any customer and to determine the terms thereof; to
  accept or  reject  any customer's  request  or attempt  to  return  any
  products; to grant  any allowances,  discounts or  adjustments; and  to
  change the prices it charges its  distributors for the products  listed
  on Schedule  A  hereto  (provided  that  the  Company  shall  give  the
  Independent Sales  Representative  written  notice of  any  such  price
  change not  less  than  sixty (60)  days  before  such  change  becomes
  effective).

       7.   Duties of the Company.  The Company shall use its  reasonable
  best efforts to maintain a sufficient inventory of the products  listed
  on Schedule A to enable it to ship the products ordered by customers in
  the Sole Area of Responsibility on a reasonably prompt basis.

       8.   Status of Independent Sales Representative and Its Personnel.
   The Independent Sales Representative is and shall at all times  remain
  an independent contractor, and nothing in this Agreement is intended or
  shall be construed to  constitute the Independent Sales  Representative
  an employee,  agent or  partner  of the  Company.   As  an  independent
  contractor, the Independent Sales  Representative shall be entitled  to
  employ such personnel  as it shall  desire, on such  terms as it  shall
  deem appropriate, and  to utilize such  personnel in  carrying out  its
  obligations under this Agreement.   Such personnel  shall at all  times
  and for all purposes constitute employees or agents of the  Independent
  Sales Representative,  and nothing  in this  Agreement is  intended  or
  shall be construed to constitute such personnel employees or agents  of
  the Company.

       9.   FDA Compliance

            Independent Sales Representative and its employees agrees  to
  strictly comply  with  all  applicable rules  and  regulations  of  the
  Federal Food and  Drug Administration  (FDA) and  all other  applicable
  laws,  rules  and  regulations,  including  but  not  limited  to   FDA
  requirements relating to the sale of 510(k) regulated products.

       10.  Compliance by Third Parties

            Independent Sales  Representative agrees  to take  all  steps
  reasonably necessary to ensure that its representatives comply with all
  applicable rules and regulations  of the FDA  and all other  applicable
  laws,  rules  and  regulations,  including  but  not  limited  to   FDA
  requirements relating to the sale of 510(k) regulated products.
<PAGE>
       11.  Competitive Products

            Independent  Sales  Representative  agrees  to  refrain  from
  marketing competitive products during the term of this Agreement.

       12.  Confidentiality

            Independent Sales Representative and any employees or  agents
  thereof shall hold in trust and strictest confidence for Carrington all
  Carrington Confidential  Information  and  shall not  disclose  to  any
  person or use such information for any purpose other than in connection
  with the  performance of  Independent Sales  Representative duties  and
  responsibilities during  the  term  of this  Agreement.    Confidential
  Information shall mean, but not limited to, prices, sales, customer  or
  distribution information  or  lists  as well  as  any  related  product
  planning or research information.

            The provisions of this  Agreement shall survive and  continue
  after expiration  or termination  of this  Agreement  and any  and  all
  Confidential Information and copies thereof shall be promptly  returned
  to Company upon  its request.   Independent Sales Representative  shall
  certify to Company  that it  and all  its employees  have returned  all
  Confidential Information and copies thereof.

       13.  Notices.   All  notices required  or  permitted to  be  given
  hereunder shall be in  writing and shall be  deemed to have been  given
  when delivered  in person  or when  mailed by  certified or  registered
  United States mail, postage paid, addressed to the appropriate party at
  the address shown for such party below:

       If to the Company, to:

            President
            Carrington Laboratories, Inc.
            P.O. Box 168128
            Irving, TX 75016-8128

       If to the Independent Sales Representative, to:

            Kirk Meares
            Meares Medical Sales Associates
            7400 Native Oak
            Irving, Texas 75063

  Either party may  change its address  for notices  hereunder by  giving
  notice of such change to the other party in the manner set forth above.

       14.  Waiver.  No delay on the  part of either party in  exercising
  any right, power  or remedy which  it may have  in connection  herewith
  shall operate as a waiver thereof, nor shall any waiver thereof or  any
  single or  partial  exercise  thereof  preclude  any  further  exercise
  thereof or the exercise of any other right, power or remedy.  No waiver
  of any provision  of this Agreement,  and no consent  to any  departure
  therefrom, shall  be effective  unless such  waiver  or consent  is  in
  writing and  signed  by the  party  against whom  it  is sought  to  be
  enforced, and no such waiver or consent shall be effective except  with
  respect to the particular case and purpose for which it is given.
<PAGE>
       15.  Applicable Law.   This  Agreement shall  be governed  by  and
  construed and enforced  in accordance  with the  laws of  the State  of
  Texas.

       16.  Entirety and  Modification.    This  Agreement  contains  the
  entire agreement between the parties hereto with respect to the subject
  matter hereof  and supersedes  any and  all prior  agreements,  whether
  written or oral, between such parties relating to such subject  matter.
   No modification, alteration, amendment or supplement to this Agreement
  shall be valid or effective unless the same is in writing and signed by
  the party against whom it is sought to be enforced.

       17.  Severability.  If any provision of this Agreement is held  to
  be unenforceable, (a) this Agreement shall be considered divisible, (b)
  such provision  shall  be  deemed  inoperative  to  the  extent  it  is
  unenforceable, and  (c)  in all  other  respects this  Agreement  shall
  remain in full force  and effect; provided, however,  that if any  such
  provision may  be made  enforceable by  limitation thereof,  then  such
  provision shall be deemed to be so limited and shall be enforceable  to
  the maximum extent permitted by applicable law.

       18.  Successors and Assigns.   This Agreement  shall inure to  the
  benefit of and be binding upon the parties hereto and their  respective
  permitted successors and  assigns; provided, however,  that neither  of
  the parties shall, without the consent of the other, assign or transfer
  this agreement  or any  interest herein,  and  any such  assignment  or
  transfer attempted without the consent of the other party hereto  shall
  be void and of no effect whatsoever.  Notwithstanding the foregoing, in
  the event of  a merger,  consolidation or transfer  or sale  of all  or
  substantially all of the assets of  the Company, this Agreement may  be
  transferred to  the  successor to  the  Company's business  and  assets
  without the consent of the Independent Sales Representative.

       19.  Captions.   The  captions of  the  various sections  of  this
  Agreement have been  inserted for convenient  reference only and  shall
  not be construed to enlarge, diminish  or otherwise change the  express
  provisions hereof.

       20.  Gender.  Words of any gender used in this Agreement shall  be
  construed to include each gender.

       21.  Counterparts.  This Agreement may be signed in  counterparts,
  each of  which shall  be deemed  an  original and  all of  which  shall
  constitute one and the same agreement.

       IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed   this
  Agreement as of the date first set forth above.

                                     CARRINGTON LABORATORIES, INC.

                                     By:    /s/Carlton E. Turner
                                            --------------------
                                            Carlton E. Turner, Ph.D.
                                            President and CEO

                                     By:    /s/ Kirk Meares
                                            ---------------
                                     Name:  Kirk Meares
                                     Title: Owner