SALES DISTRIBUTION AGREEMENT


         THIS AGREEMENT ("Agreement") is made and entered into as of this 
             day  of                     , 1996, by and between CARRINGTON
   LABORATORIES,  INC.,  with  offices  located  at 2001 Walnut Hill Lane,
   Irving,  Texas  75038,  hereinafter  referred to as ("Carrington"), and
   GAMIDA  FOR  LIFE  BV,  with  offices  located  at  Marton  Meeswag 51,
   Rotterdam,  The  Netherlands,  3068  AV,  hereinafter  referred  to  as
   ("GBV").


                            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,  GBV  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 GBV
   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  GBV  on  its  intent  to add or discontinue Products to
               Exhibit A.

         (b)   "Territory"  shall  mean  the  following  countries:  South
               Africa.

         (c)   "Parties" shall mean Carrington and GBV and  Party  shall
               mean either of them as the context indicates.
<PAGE>
         (d)   "Know-how" shall mean secret and substantial technical and
               scientific information regarding the Products, which may be
               necessary,  useful or advisable to enable GBV 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 GBV 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 GBV as Carrington's sales distributor in the
   Territory  for  the  sale  of  Products,  and  GBV  hereby accepts such
   appointment.  As sales distributor in the Territory, GBV 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
   GBV.

         2.2   In  a  manner reasonably satisfactory to Carrington, and at
   GBV's  sole  expense,  GBV  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, GBV shall be considered
   an  independent  contractor  and  shall  not  be  considered a partner,
   employee,  agent  or  servant  of  Carrington.    As  such,  GBV 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. GBV
   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 GBV
   any right to use or otherwise deal with the Know-how for purposes other
   than those expressly provided for in this Agreement.

         2.5   GBV  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  GBV for any costs or
   expenses  pre-approved  or authorized by Carrington which GBV incurs in
   protecting  or  defending the Know-how, unless such misappropriation of
   Know-how was caused in whole or part by GBV.

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

   Article 3.  Certain Performance Requirements

         3.1   GBV  agrees  to  promote,  market,  sell and distribute the
   Products only to customers and potential customers within the Territory
   for  ultimate  use  within  the  Territory.    GBV  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 GBV is in compliance
   with Article 3.1, GBV agrees that upon written request:

         (a)   GBV  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 GBV hereunder.

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

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

         3.8   GBV 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  GBV's non-compliance with such applicable laws, regulations
   a n d   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
   GBV by any third party.

         3.9   GBV  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  GBV  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  GBV  will actively and aggressively promote, develop demand
   for  and  maximize  the  sale  of  the  Products  to  all customers and
   p o tential  customers  within  the  Territory.    GBV  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  GBV   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 GBV, 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 GBV, 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 GBV being named as Products
   distributor  in  the  Territory.  GBV 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 GBV has received Know-how from Carrington, GBV
   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.   GBV 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, GBV
   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   GBV shall use its best endeavors to obtain the Registration
   within  six  (6) months from the relevant submission.  GBV 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 GBV s fulfilment of its
   obligations  in  this  respect.   It is, however, understood that GBV s
   dead-line to obtain Registration is one year from the date of filing.

         4.6   GBV  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 GBV 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 GBV

         5.1   Subject  to  the  terms  and  conditions of this Agreement,
   including specifically Article 5.7 hereof, Carrington shall sell to GBV
   the  Products  at  a  specified  price  for each Product (the "Contract
   Price").   For orders placed by GBV 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) GBV shall provide in writing to Carrington
   both  a  sales  forecast  and a purchase forecast for the following 12-
   m o n th  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, GBV 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 GBV's reasonable, good faith projections of future
   sales growth and such other factors as the Parties may deem relevant.

         5.3   GBV  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 GBV upon shipment of the
   Products.   Unless otherwise agreed, GBV shall pay all invoices in full
   within  ninety  (90)  days of the date of invoice.  GBV 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 GBV
   at  any  time  when payment of an amount owed by GBV is overdue or when
   GBV 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. GBV 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  GBV. Variation above 20% shall be
   discussed  between the Parties and Carrington will use its best efforts
   to maintain delivery dates requested by GBV.
<PAGE>
         5.6   All  shipments  of  Products  to  GBV  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 GBV 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  GBV under this Agreement.
   However,  if  necessary  in the best judGBVnt of Carrington, Carrington
   may  allocate its available supply of Products among all its customers,
   distributors  or  other  purchasers, including GBV, 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 GBV 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.  GBV 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.

         GBV'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
   GBV'S  OPTION.   CARRINGTON SHALL HAVE NO OTHER OBLIGATION OR LIABILITY
   FOR  DAMAGES TO GBV 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 GBV and GBV'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  GBV   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 GBV, 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)  a n y   breach  by  GBV  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  GBV  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
   GBV  with  a  copy  of  its  liability  Insurance Certificate and shall
   include GBV 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,
   p r o v iding  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 GBV 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 GBV, GBV
   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)   GBV  fails  or  refuses  to pay to Carrington any sum
         when due; or

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


         6.2b  In  the  event  GBV 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
   b a n k r uptcy,  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 GBV at the termination of
   this  Agreement may be sold by GBV 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  GBV'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 GBV, 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,
   l o g o s  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
   GBV  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 GBV, modify or discontinue
   the  use  of  any  Trademark  and/or  use  one  or  more  additional or
   substitute marks or names, and GBV 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 GBV 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 GBV 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.    GBV  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].  GBV
   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,  GBV 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 GBV's use of any Trademark or
   o f    any  GBV  trademark,  GBV  is  obligated  to  notify  Carrington
   immediately.    GBV  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,  GBV's  right  to use the Trademarks shall cease, and GBV shall
   cease using such Trademarks at such time as GBV's inventory of Products
   has been sold.  GBV shall, as soon as it is reasonably possible, remove
   all  Trademarks  which appear on or about the premises of the office(s)
   of  GBV  and  any of the advertising of GBV used in connection with the
   Products.

         7.6   In the event of a breach or threatened breach by GBV 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 GBV.
<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 GBV 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 GBV in
   the Territory.

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

   Article 8.  Confidential Information

         8.1   GBV  recognizes  and acknowledges that GBV 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
   b u s iness-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,  GBV shall not, during and after the term of this Agreement,
   make  any use of such Confidential Information, or disclose any of such
   C o n f idential  Information  to  any  person  or  firm,  corporation,
   association  or  other  entity,  for  any reason or purpose whatsoever,
   e x c e p t  as  specifically  allowed  in  writing  by  an  authorized
   representative  of  Carrington.  In the event of a breach or threatened
   breach  by GBV of the provisions of this Article 8, Carrington shall be
   entitled to an injunction restraining GBV 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 GBV.  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
   GBV.

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

   Article 9.  Force Majeure

         9.1   Neither   GBV  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,
   s t orm,  earthquake,  lightning,  frost,  civil  commotion,  sabotage,
   vandalism,  smoke, hail, embargo, act of God or the public enemy, other
   c a s u alty,  strike  or  lockout,  or  interference,  prohibition  or
<PAGE>
   restriction  imposed  by any government or any officer or agent thereof
   ("Force  Majeure"),  and neither GBV's nor Carrington's obligations, so
   far  as  may be necessary, shall 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  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
   P a r t i e s  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  GBV  hereunder  shall be transferred or assigned by GBV 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
<PAGE>
   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.

   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 GBV.  (Fax No. 972-714-5009)

         (b)   GBV  at: _____________________; Attention: _______________,
               or  at  such  other  address  as GBV 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  GBV'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 GBV'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.
   JudGBVnt  upon  the  award  rendered may be entered in any court having
   jurisdiction  over  the  person  or  the  assets of the Party owing the
   judGBVnt  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
   i n t o  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.
<PAGE>   
   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 GBV 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 FOR LIFE BV



                                        By:                               
                                        Name:                        
                                        Title:                       

<PAGE>   
      
                                  EXHIBIT A
                              GAMIDA FOR LIFE BV
                          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:

   South Africa              First Year            67,000 sleeves (400,000
                                                   patches)
<PAGE>