EXHIBIT 10.96

                     CLINICAL RESEARCH SERVICES AGREEMENT


       This agreement ("Agreement") is made this 25th day of January, 1999,
  by   and  between  Carrington  Laboratories,  Inc.,  with  its  principal
  executive  offices  located at 2001 Walnut Hill Lane, Irving, Texas 75038
  ("Sponsor"or  "Carrington"),  and PPD Pharmaco, Inc., a Texas corporation
  with  its  principal  executive  offices  located  at  3151  17th  Street
  Extension, Wilmington, North Carolina 28412 USA ("PPD Pharmaco").

       WHEREAS,   Sponsor  is  engaged  in  the  development,  manufacture,
  distribution, and sale of pharmaceutical products; and

       WHEREAS, PPD Pharmaco is a contract research organization engaged in
  the business of managing clinical research programs; and

       WHEREAS,  Sponsor  wishes  to retain the services of PPD Pharmaco to
  perform  clinical  research  services  in  connection  with  the clinical
  research  Study  entitled "A Double-Blind, Randomized, Placebo-Controlled
  Study Of The Safety And Efficacy Of Three Dose Regimens Of Oral Aliminase
  In  The Treatment Of Active Ulcerative Colitis" ("Study") to be conducted
  pursuant  to  Sponsor's   Study  Protocol  #9084  incorporated  herein by
  reference ("Protocol"); and  

       WHEREAS, PPD Pharmaco is willing to provide such services to Sponsor
  in accordance with the terms and conditions of this Agreement;

       NOW,  THEREFORE,  for  good  and  valuable  consideration  contained
  herein,  the exchange, receipt and sufficiency of which are acknowledged,
  the parties agree as follows:


  1.   Services.

       1.1  -  PPD  Pharmaco  shall  perform  services  as set forth in the
  Statement  of  Services and Description of Services attached as Exhibit A
  and  incorporated  herein  by reference ("Services").  PPD Pharmaco shall
  provide  said  Services  in compliance with the Protocol, this Agreement,
  the  written  instructions of  Sponsor, PPD Pharmaco's Standard Operating
  Procedures    ("SOPs"),  and all applicable laws, rules, and regulations.
  SOPs  are  subject to revision by PPD Pharmaco in which case PPD Pharmaco
  shall  notify  Sponsor  of  revision.    If  any such SOP revision can be
  reasonably  expected to affect the budget or timelines for the Study, PPD
  Pharmaco  shall submit to Sponsor revised cost estimates or timelines for
  the  relevant  Services  which  will become a part of this Agreement upon
  written  approval  by  Sponsor.    The  current  SOPs  for conducting and
  monitoring  clinical  trials  are  available  for  review upon request by
  Sponsor.

       Upon  mutual agreement in writing, the parties may conduct the Study
  under  Sponsor's   SOPs.   In such case, Sponsor shall provide prompt and
  reasonable training to any PPD Pharmaco personnel subject to such SOPs at
  Sponsor's expense.
<PAGE>
       1.2 - To the extent that any of Sponsors obligations under 21 C.F.R.
  312.52 consist of Services that are to be performed by PPD Pharmaco under
  this Agreement, such obligations are hereby transferred by Sponsor to PPD
  Pharmaco for purposes of 21 C.F.R. Section 312.52.

       1.3 - In  the  event  that  PPD Pharmaco is requested or required to
  perform  services  beyond  those which are specifically set forth in this
  Agreement,  any  such  additional  services  and a  compensation schedule
  therefor must be  mutually agreed upon by the parties in writing prior to
  the provision of  said services.  Said mutually agreed upon writing shall
  be an addendum to this Agreement and the services set forth therein shall
  be deemed to be Services as the term is used in this Agreement. 

       1.4   -  Sponsor  may   audit  PPD  Pharmaco  and/or   one  or  more
  investigational  sites participating in the Study, provided Sponsor gives
  prior  written  notice  of  any  such  audit  to  PPD  Pharmaco  and  any
  investigational  site  to be audited.  PPD Pharmaco shall cooperate fully
  in  any such audit provided said audits are performed during PPD Pharmaco
  regular working hours. 

  2.   Compensation and Payment.

       2.1  -  For  its  performance  of Services under this Agreement, PPD
  Pharmaco  shall receive compensation as set forth in the Payment Schedule
  attached as Exhibit B and incorporated herein by reference. 

       2.2 - PPD Pharmaco shall submit to Sponsor an invoice describing the
  indirect  pass  through  costs  and expenses incurred during a particular
  month  on  a  monthly  basis  and  Sponsor shall pay said invoices within
  thirty  (30)  days of receipt.  Investigator initiation costs and central
  lab  costs  will  be  invoiced  upfront  and  shall be due upon sponsor s
  receipt of invoice.

       2.3  - In the event this Agreement is terminated pursuant to Section
  3  below,  PPD  Pharmaco  shall be compensated for all fees and costs due
  pursuant to the Payment Schedule as of the effective date of termination.
  Additionally,  Sponsor  shall  reimburse  PPD  Pharmaco  for  any and all
  amounts  that it pays to third parties for uncancellable obligations that
  PPD  Pharmaco  made  with  respect  to the Study and with the approval of
  Sponsor;  provided  however,  that the preceding portion of this sentence
  shall  not  be  applicable  if  this  Agreement  is terminated (i) by PPD
  Pharmaco  without  cause  or (ii) by either party because PPD Pharmaco is
  the  subject  of  any  of the events specified in Section 3.3 or (iii) by
  Sponsor  with cause.  Any funds held by PPD Pharmaco which shall be shown
  by Sponsor to be unearned at the date of termination shall be returned to
  Sponsor within forty-five (45) days of termination of this Agreement.
<PAGE>
       2.4    -    In the event the Study is terminated early or reduced in
  scope,  in  addition  to any and all other compensation and reimbursement
  due under this Agreement, Sponsor shall pay to PPD Pharmaco an amount, as
  determined by PPD Pharmaco in good faith, to represent costs and expenses
  incurred  as  a  result  of said early termination or reduction in scope,
  including  by way of example but not limited to, unforeseen down time and
  reassignment  of  PPD  Pharmaco  dedicated  Study personnel ("Termination
  Expenses").   Said Termination Expenses shall not exceed 15% of the total
  fees  (excluding  pass through expenses and any fee payments already made
  to  PPD  Pharmaco)  PPD  Pharmaco  would  have  received pursuant to this
  Agreement  had  the  Study  continued  full  scope until completion.  The
  foregoing  provisions  of this Section 2.4 shall not be applicable if the
  Study  is terminated early because of a termination of this Agreement (i)
  by  PPD  Pharmaco  without  cause  or  (ii)  by  either party because PPD
  Pharmaco  is the subject of any of the events specified in Section 3.3 or
  (iii)by  Sponsor  with  cause,  or because the Food & Drug Administration
  ("FDA") withdraws its authorization and approval to perform the Study, or
  because any adverse reaction or side effect resulting form the use of the
  Study drug is of such magnitude or incidence as to warrant termination of
  the Study in the sole opinion of the Sponsor.

       2.5 - Payments to PPD Pharmaco shall be made to:

            PPD Pharmaco, Inc.
            P.O. Box 75468
            Charlotte, North Carolina  28275-5468
            Tax ID# 74-2325267

       2.6 - Taxes (and any penalties thereon) imposed on any payment made
  by Sponsor to PPD Pharmaco shall be the responsibility of PPD Pharmaco.

  3.   Term and Termination.

       3.1  -  The  term  of  this  Agreement shall commence as of the date
  hereof  and end upon completion of the Services unless earlier terminated
  in accordance with this Section 3.

       3.2  -  This  Agreement  may  be terminated with or without cause by
  either party upon thirty (30) days prior written notice.  

       3.3  - This Agreement may be terminated by either party upon fifteen
  (15)  days  prior written notice if the other party becomes insolvent, is
  dissolved  or  liquidated,  makes a general assignment for the benefit of
  its  creditors,  files  or  has  filed  against it (and does not obtain a
  dismissal  within  ninety  (90)  days) a petition in bankruptcy, or has a
  receiver appointed for it or a substantial part of its assets.

       3.4  - In the event of a material breach of this Agreement by either
  party,  the  other party may terminate this Agreement, either immediately
  or  as  of a future date, by giving the breaching party written notice of
  termination,  which  notice shall state the effective date of termination
  of  this  Agreement.  Any such termination shall constitute a termination
  with cause.

       3.5  -  Upon  termination  of  this  Agreement,  PPD  Pharmaco shall
  cooperate  with  Sponsor  to  provide  for  an  orderly  wind-down of the
  Services provided by PPD Pharmaco hereunder.
<PAGE>
       3.6 - The obligations of the parties contained in Sections 2.6, 3.5,
  3.6,  5, 6, 7, 8, 11, 13, and 21 hereof shall survive termination of this
  Agreement.

  4.   Personnel.

       4.1  -  The Services with respect to the Study shall be performed by
  PPD  Pharmaco under the direction of the person identified as the Project
  Manager  or  such  other person acceptable to Sponsor as PPD Pharmaco may
  from time to time designate the Project Manager.

       4.2  -  PPD  Pharmaco  shall  be obligated at all times to provide a
  sufficient  number  of  trained  clinical  research personnel to meet the
  demands of the Study.

       4.3  -  PPD  Pharmaco  shall  not subcontract or assign any Services
  without  the  prior  written  consent  of Sponsor, such consent not to be
  unreasonably withheld.
       4.4  -  During  the  period  in  which the Study is being conducted,
  neither  party  shall  recruit, hire or employ any personnel of the other
  who  is  material  to the performance of the particular Study without the
  prior written consent of the other party.

  5.   Confidentiality.

       5.1  -  PPD  Pharmaco  agrees  to treat any confidential information
  obtained  from  Sponsor  or  gathered  or  generated by PPD Pharmaco as a
  direct  and  sole result of performing the Services under this Agreement,
  including,   without  limitation,  confidential  commercial,  scientific,
  medical  and  technical information and data relating to Sponsor, a Study
  drug  or  the  Study  (all  such  data  and information together with any
  information  derived  therefrom,  exclusive  of computer software or code
  developed by PPD Pharmaco unless specifically included, to be referred to
  herein  as the "Information"), as the confidential and exclusive property
  of Sponsor.

       5.2  -  PPD Pharmaco agrees that it will use any Information only to
  provide  the  Services and for no other purpose without the prior written
  consent  of  Sponsor.    PPD  Pharmaco  agrees not to disclose any of the
  Information  to  any  third  party  without  first  obtaining the written
  consent  of  Sponsor.  PPD Pharmaco further agrees to take all reasonable
  steps  to ensure that the Information shall not be used by its directors,
  officers, employees, agents, representatives and advisors, except on like
  terms  of  confidentiality  as aforesaid, and that it shall be kept fully
  private and confidential by them.  

  The  above  provisions of confidentiality shall not apply to that part of
  the  Information which PPD Pharmaco is able to demonstrate by documentary
  evidence:

     a)   was  fully  in  PPD  Pharmaco's possession prior to receipt from
       Sponsor; or

     b)   was in the public domain at the time of receipt from Sponsor; or
       becomes  part of the public domain through no fault of PPD Pharmaco,
       its  directors,  officers,  employees,  agents,  representatives  or
       advisors; or
<PAGE>
     c)   is  lawfully  received  by  PPD  Pharmaco  from some third party
       having a right of further disclosure; or  

     d)   is  developed by PPD Pharmaco independent of the Information and
       the Study; or

     e)   is required by law to be disclosed.

       5.3  -  PPD  Pharmaco agrees that upon termination of this Agreement
  or,  at  Sponsor's  request,  it shall return  to Sponsor all Information
  provided  by  Sponsor  in  documentary  form,  as well as all Information
  gathered  or  generated by PPD Pharmaco in connection with the Study, and
  return  or  destroy  any  copies  thereof  made  by  or for PPD Pharmaco.
  Notwithstanding the foregoing, PPD Pharmaco may retain copies of any such
  Information  as  is  reasonably  necessary  for  regulatory  or insurance
  purposes  or  as  PPD   Pharmaco  deems   necessary  to  demonstrate  the
  satisfaction  of  its  obligations  hereunder, all subject to the ongoing
  obligation to maintain the confidentiality of such Information.

            5.4 - PPD Pharmaco acknowledges that disclosure or distribution
  of  the  Information  or  use of the Information contrary to the terms of
  this  Agreement  may  cause irreparable harm for which damages at law may
  not  be  an  adequate  remedy,  and  agrees  that  the provisions of this
  Agreement  prohibiting  disclosure  or distribution of the Information or
  use  contrary  to the provisions hereof may be specifically enforced by a
  court of competent jurisdiction in addition to any and all other remedies
  available at law or in equity.  

  6.   Intellectual Property.

       6.1 - PPD Pharmaco hereby assigns to Sponsor all rights PPD Pharmaco
  or its directors, officers, employees, agents or representatives may have
  in  any  invention,  technology,  know-how or other intellectual property
  directly  and  solely  resulting  from  PPD  Pharmaco's  provision of the
  Services hereunder and agrees to assist Sponsor, at Sponsor's expense, in
  obtaining  or extending protection therefor, provided, however, that such
  assignment  shall  not  pertain  to  computer  software  or  code  unless
  specifically agreed upon herein.  PPD Pharmaco represents that it has and
  will continue to have agreements with its directors, officers, employees,
  agents  and  representatives  to effectuate the terms of this Section and
  shall enforce such agreements to provide Sponsor with the benefit of this
  Section.

       6.2  -  Neither  anything  contained  herein nor the delivery of any
  Information  to  PPD  Pharmaco  shall be deemed to grant PPD Pharmaco any
  right  or  licenses  under  any  patents or patent applications or to any
  know-how, technology or inventions of Sponsor.

            6.3  -  PPD  Pharmaco  agrees  that  Sponsor  will own and have
  unrestricted  free  right  to use for all purposes the material, data and
  information  generated  or  created  directly  and  solely as part of the
  Services,  provided,  however,  that  such unrestricted free right to use
  shall not pertain to computer software or code unless specifically agreed
  upon herein.  PPD Pharmaco represents and warrants that it is entitled to
  deliver the material, data and information to be delivered as part of the
  Services hereunder for Sponsor's free use.  
<PAGE>
  7.   Publication.

       7.1  -    PPD  Pharmaco  may  not  publish  any articles or make any
  presentations  relating to the Services or referring to data, information
  or  materials  generated  as  part  of the Services, in whole or in part,
  without  the  prior  written  consent of Sponsor.  PPD Pharmaco shall not
  disclose  publicly or utilize in any advertising or promotional materials
  the  existence  of  this  Agreement  or  PPD  Pharmaco's association with
  Sponsor  or  use  Sponsor's  name  or  the name  of any of its divisions,
  products or investigations except with Sponsor's prior written consent.

       7.2  -  Sponsor  may  use,  refer  to  and  disseminate  reprints of
  scientific,  medical  and other published articles that disclose the name
  of  PPD  Pharmaco consistent with U.S. copyright laws, provided that such
  use  does  not  constitute  an  endorsement  of any commercial product or
  service by PPD Pharmaco. 

  8.   Indemnification.

       8.1 - Sponsor shall indemnify PPD Pharmaco, its directors, officers,
  employees,  and agents for any and all damages, costs, expenses and other
  liabilities,  including  reasonable  attorney's  fees  and  court  costs,
  incurred  in  connection with any third-party claim, action or proceeding
  arising  from  this  Agreement or PPD Pharmaco's connection to the Study,
  provided  however,  that  Sponsor shall have no obligation hereunder with
  respect  to  any claim, action or proceeding based on or arising from the
  negligence  or  intentional misconduct on the part of PPD Pharmaco or any
  of  its  directors,  officers,  employees,  agents  or representatives or
  breach  by PPD Pharmaco of any of its obligations under this Agreement or
  any agreement between PPD Pharmaco and any third party.

       8.2  - PPD Pharmaco shall indemnify Sponsor, its directors, officers
  and  employees  for  any  and  all  damages,  costs,  expenses  and other
  liabilities,  including  reasonable  attorney's  fees   and  court costs,
  incurred  in  connection with any third-party claim, action or proceeding
  based  or  arising  from  the negligence or intentional misconduct of PPD
  Pharmaco  or  any  of  its  directors,  officers,  employees,  agents  or
  representatives or breach of PPD Pharmaco of any of its obligations under
  this Agreement.

       8.3 - Any party liable to provide indemnification hereunder shall be
  entitled,  at  its  option,  to control the defense and settlement of any
  claim  on  which it is liable, provided that the indemnifying party shall
  act  reasonably and in good faith with respect to all matters relating to
  the  settlement  or  disposition  of  the  claim  as  the  disposition or
  settlement relates to the party being indemnified.  The indemnified party
  shall  reasonably  cooperate in the investigation, defense and settlement
  of  any  claim  for  which  indemnification is sought hereunder and shall
  provide  prompt  notice of any such claim or reasonably expected claim to
  the indemnifying party.

  9.   Independent Contractor Relationship.

       The parties hereto are independent contractors and nothing contained
  in this Agreement shall be construed to place them in the relationship of
  partners, principal and agent, employer/employee or joint venturer.  Both
  parties  agree that they shall neither have the power or right to bind or
  obligate  the  other,  nor  shall  either  hold itself out as having such
  authority.
<PAGE>
  10.  Conflicts.

       PPD Pharmaco represents and warrants to Sponsor that PPD Pharmaco is
  not  a  party to any agreement which would prevent it from fulfilling its
  obligations under this Agreement.  During the term of this Agreement, PPD
  Pharmaco  (i)  will  not  enter  into any agreement that would in any way
  restrict  its  ability  to provide Services under this Agreement and (ii)
  will  not  enter  into  any other agreements to provide study services in
  connection  with  ulcerative  colitis  that  would  adversely  affect its
  ability to meet the timelines established for Sponsor's Study.

  11.  Publicity.

       Except  as  required by law, neither party shall use the name of the
  other party nor of any employee of the other party in connection with any
  publicity without the prior written approval of the other party.

  12.  Force Majeure / Delays.

       12.1  - In the event either party shall be delayed or hindered in or
  prevented  from  the performance of any act required hereunder by reasons
  of  strike,  lockouts, labor troubles, restrictive government or judicial
  orders,  or  decrees  riots,  insurrection,  war,  Acts of God, inclement
  weather  or  other similar reason or a cause beyond such party's control,
  then  performance  of  such  act  shall be excused for the period of such
  delay.    Notice of the start and stop of any such force majeure shall be
  provided to the other party.  

       12.2  -  To  the  extent  either party is delayed for reasons as set
  forth  above  or  for  other  reasons  beyond the control of the affected
  party,  any  timeline  or  milestone  obligations  of said party shall be
  extended for a period of time equal to the number of days of the delay.

  13.  Record Storage.

       13.1  -  During  the  term  of  this  Agreement,  PPD Pharmaco shall
  maintain  all  materials  and all other data obtained or generated by PPD
  Pharmaco in the course of providing the Services hereunder, including all
  computerized  records  and  files,  in a secure area reasonably protected
  from  fire, theft and destruction.  PPD Pharmaco shall cooperate with any
  internal  review  or  audit  by Sponsor and make available to Sponsor for
  examination and duplication, during normal business hours and at mutually
  agreeable  times, all documentation, data and information relating to the
  Study.
<PAGE>
         13.2 - At the expiration or termination of this Agreement and upon
  written  instruction  of  Sponsor,  all  materials and all other data and
  information  obtained  or  generated  by  PPD  Pharmaco  in the course of
  providing  the  Services  hereunder  shall,  at  Sponsor's option, be (i)
  delivered  to  Sponsor at its Research and Development offices in Irving,
  TX  in  such form as is then currently in the possession of PPD Pharmaco,
  (ii) retained by PPD Pharmaco for Sponsor for a period of three years, or
  (iii)  disposed  of,  at  the  direction  and written request of Sponsor,
  unless  such  materials are otherwise required to be stored or maintained
  by  PPD  Pharmaco  as  a matter of law or regulation.  Sponsor shall have
  sole  responsibility  for the costs of shipping of the materials referred
  to  herein.   Sponsor shall retain and be responsible for the performance
  of  any  carrier designated by Sponsor for the shipping of materials.  In
  no  event  shall  PPD  Pharmaco dispose of any materials or data or other
  information  obtained  or  generated  by  PPD  Pharmaco  in the course of
  providing  the Services hereunder without first giving Sponsor sixty (60)
  days  prior  written  notice of its intent to do so.  Notwithstanding the
  foregoing,  PPD  Pharmaco  may  retain  copies  of  any  of the materials
  referred  to herein as are deemed reasonably necessary, in PPD Pharmaco s
  sole  reasonable  discretion,  for regulatory or insurance purposes or to
  demonstrate  the performance of its obligations hereunder, subject to its
  ongoing obligation to maintain the confidentiality of such materials.

  14.  Debarment.

       14.1  - PPD Pharmaco hereby certifies that it has not been debarred,
  and  has  not  been  convicted  of a crime which could lead to debarment,
  under  the  Generic  Drug  Enforcement Act of 1992, 21 United States Code
  ss306(a) and (b).  In the event that PPD Pharmaco or any of its officers,
  directors,  or  employees  under  contract  to perform Services under the
  Study  becomes  debarred or receives notice of action or threat of action
  with  respect  to  its  debarment,  PPD  Pharmaco  shall  notify  Sponsor
  immediately.    If  PPD  Pharmaco  is  the  subject  of such debarment or
  threatened  debarment,  Sponsor shall have the option of terminating this
  Agreement  with cause, either immediately or as of a future date selected
  by  Sponsor,  by giving PPD Pharmaco written notice of termination, which
  notice  shall  state the effective date of termination of this Agreement.
  If  one  or  more  individuals  are  the  subject  of  such  debarment or
  threatened  debarment,  PPD  Pharmaco  shall,  if  Sponsor  so  requests,
  terminate the participation of such individual(s) in the Study. 

       14.2  -  PPD Pharmaco hereby certifies that it has not utilized, and
  will  use its reasonable best efforts not to utilize, the services of any
  individual  or entity in the performance of services under this Agreement
  that  has been debarred or that has been convicted of a crime which could
  lead  to  debarment  under  the  Generic Drug Enforcement Act of 1992, 21
  United  States  Code  ss306(a)  and  (b).  In the event that PPD Pharmaco
  receives  notice  of  the  debarment  or threatened debarment of any such
  individual  or  entity, PPD Pharmaco shall notify Sponsor immediately and
  shall,  if  Sponsor  so  requests,  terminate  the  participation of such
  individual or entity in the Study.
<PAGE>    
  15.  Notices.
       
       Any  notice  required  or  permitted to be given hereunder by either
  party hereunder shall be in writing and shall be deemed given on the date
  received  if  delivered  personally  or by fax or five (5) days after the
  date  postmarked  if  sent  by  registered or certified U.S. mail, return
  receipt requested, postage prepaid to the following applicable address:

       If to PPD Pharmaco: PPD Pharmaco, Inc.
                      3151 17th Street Extension
                      Wilmington, North Carolina  28412
                      Attention: CEO
                      Tel: (910) 251-0081
                      Fax: (910)762-5820


       If to Sponsor:      Carrington Laboratories, Inc.
                      2001 Walnut Hill Lane
                      Irving, Texas  75038
                      Attention: Dr. Bill Yates
                      Tel: (972) 650-7312
                      Fax: (972) 717-0997

  16.  Governing Law.

       This  Agreement  and  the  rights  and  obligations  of  the parties
  hereunder shall be governed by the laws of the State of Texas.

  17.  Severance.

       If any one or more provisions of this Agreement shall be found to be
  illegal  or  unenforceable  in  any  respect,  the validity, legality and
  enforceability  of  the  remaining  provisions  shall  not  in any way be
  affected or impaired thereby, provided the surviving agreement materially
  comports with the parties  original intent.

  18.  Waiver.
       
       Waiver or forbearance by either party or the failure by either party
  to  claim  a  breach  of  any provision of this Agreement or exercise any
  right  or  remedy provided by this Agreement or applicable law, shall not
  be deemed to constitute a waiver with respect to any subsequent breach of
  any provision hereof.

  19.  Changes and Modification.

       No  changes  or  modifications  of  this  Agreement  shall be deemed
  effective unless in writing and executed by the parties hereto.

  20.  Assignment.

       This Agreement may not be assigned by either party without the prior
  written  consent  of the other party, provided, however, either party may
  assign this Agreement to a successor to such party's  business interests.
<PAGE>
  21.  Arbitration.

       In  the  event  that any dispute arises hereunder or with respect to
  the  Services  to  be  provided as set forth herein, the parties agree to
  submit  such  dispute  to  binding arbitration pursuant to the Commercial
  Arbitration  Rules  of  the  American  Arbitration Association in Austin,
  Texas.  The parties shall be entitled to conduct reasonable discovery, in
  accordance  with  the  Federal  Rules  of  Civil  Procedure, prior to the
  arbitration  hearing  and  the Federal Rules of Evidence  The decision of
  the  arbitrators  shall be final and binding and enforceable by any court
  of competent jurisdiction. 

  22.  Entire Agreement.

       This  Agreement  represents  the  complete  and entire understanding
  between  the  parties  regarding the subject matter hereof and supersedes
  all  prior negotiations, representations or agreements, either written or
  oral, regarding this subject matter. 

       IN  WITNESS THEREOF, this Agreement has been executed by the parties
  hereto  through  their  duly authorized officers as of the date set forth
  above.



  ACCEPTED:

  PPD Pharmaco, Inc.                      Carrington Laboratories, Inc.

  By    /s/ Paul S. Covington, M.D.       By:  /s/ Carlton E. Turner, Ph.D.

  Name:     Paul S. Covington, M.D.       Name:    Carlton E. Turner, Ph.D.

  Title:    Sr. VP Med Affairs/C.S.O.     Title:    President/CEO

  Date:     January 21, 1999              Date:     January 25, 1999


<PAGE>

                                  EXHIBIT A

         A Double-Blind, Randomized, Placebo-Controlled Study Of The
              Safety And Efficacy Of Three Dose Regimens Of Oral
         Aliminase[TM] In The Treatment Of Active Ulcerative Colitis



                               Protocol:  9084



                                Prepared For:
                           Dr. Kenneth (Bill) Yates
                        Carrington Laboratories, Inc.
                               1300 E. Rochelle
                              Irving, TX  75062



                               October 29, 1998
                        1st Revision: November 6, 1998
                       2nd Revision: November 19, 1998
                        3rd Revision: December 9, 1998
                        4th Revision: January 4, 1999
                        5th Revision: January 19, 1999

                                 Confidential

                                  B&C# 8388
                                   OVERVIEW

  Ulcerative  colitis  (UC)  is  an  inflammatory disease of the colon that
  affects  about  0.05 to 0.1% of the general population. Lifelong sporadic
  flare-ups  with fever, cramps, weight loss and persistent rectal bleeding
  and  diarrhea   with  severe   inflammation  of  the  colon  characterize
  ulcerative  colitis.  The  cause  of  UC  is unknown and although mild to
  moderate  disease  usually  can be managed with prednisone, mesalamine or
  sulfasalazine; there is no cure.

  Aliminase[TM]   is  an  investigational  compound  under  development  by
  Carrington  Laboratories, Inc. Aliminase[TM] is extracted from the gel of
  the  aloe  barbadensis  plant. When applied topically, acemannan has been
  demonstrated  to  have  an anti-inflammatory effect in an animal model. A
  pharmacokinetic  Study  in  dogs,  demonstrated  that orally administered
  Aliminase[TM]  coats  the  entire  GI  tract.  In  sufficient quantities,
  Aliminase[TM]  could coat the mucosa of the colon and produce a localized
  anti-inflammatory  effect. Subsequent studies in Dextran Sulphate-induced
  colitis  in  a  mouse  model confirmed that Aliminase[TM] reduced colonic
  damage  in  a  dose-dependent  manner  that was at least as, if not more,
  effective than Sulfasalazine or Cyclosporin.
<PAGE>
  An  open-label  clinical  trial  in  which  patients  with active UC were
  treated  with either 800 mg or 1600 mg of oral acemannan/day demonstrated
  statistically  significant  improvements  in  the  disease activity index
  (DAI) and signs and symptoms evaluations in patients treated for four (4)
  weeks,  no  significant  adverse  events occurred during the trial. These
  results  were  sufficient  to encourage further clinical investigation in
  the treatment of UC patients with Aliminase[TM] capsules.

  A large scale multi-center controlled trial was performed in 311 patients
  with  active  UC  who were randomized to either placebo, 30 mg, 600 mg or
  1200  mg  of Aliminase[TM] capsules for 6 weeks. This Study, possibly due
  to  variable and inconsistent dissolution of capsules, failed to show any
  significant differences between the groups in efficacy endpoints. 

  With  this in mind, Carrington Laboratories, Inc. has designed a clinical
  trial entitled:

     "A  Double-Blind,  Randomized,  Placebo-Controlled  Study  Of The
     Safety  And Efficacy Of Three Dose Regimens Of Oral Aliminase[TM]
     In The Treatment Of Active Ulcerative Colitis"

  Carrington and PPD Pharmaco agree that PPD Pharmaco shall manage and
  monitor  this  clinical  trial.  Additionally, PPD Pharmaco shall be
  responsible  for  handling  the  data  management  and biostatistics
  portion  of  the  Study.  This  Study  is  a  6-week,  double blind,
  randomized,  placebo-controlled  Study  in  which  approximately 280
  patients who are experiencing acutely active or relapsing UC will be
  treated  with  either  oral placebo or oral Aliminase[TM]. The trial
  will be conducted in approximately 40 centers.

                            STUDY OBJECTIVES

  The   objectives  of   the  Study  are  to  assess  the  safety  and
  effectiveness  of  three  dose  regimens  of  Aliminase[TM]  in  the
  treatment  of active UC. Safety will be measured by laboratory tests
  and  documentation  of  adverse events. Efficacy will be measured by
  the  following  parameters: Disease Activity Index (DAI) and quality
  of  life  according  to the Inflammatory Bowel Disease Questionnaire
  (IBDQ).  Sigmoidoscopic  examinations will be performed at screening
  and  at  week  6  or at withdrawal, at which time DAI scores will be
  recorded. IBDQ will be assessed and scores recorded at screening and
  at week 6 or at withdrawal. 



                    Remainder of this page left blank

<PAGE>
                            PROJECT ASSUMPTIONS

  1.      PPD  Pharmaco will manage and monitor the Study according to GCPs
          and PPD Pharmaco SOPs.
  2.      Carrington  will  be  responsible  for  the Study design and will
          write the Protocol.
  3.      PPD  Pharmaco  will  assist in the development of the case report
          form (CRF).
  4.      PPD Pharmaco will print and distribute the CRF.
  5.      PPD Pharmaco will design a standard template informed consent.
  6.      PPD Pharmaco will provide drug logs for site use.
  7.      The  final  review  and resolution of all changes to the informed
          consent  form  will  be  the responsibility of PPD Pharmaco subject
          to Carrington approval.
  8.      PPD  Pharmaco will prepare and set-up original investigator files
          per  Carrington  instructions.  PPD  Pharmaco  will prepare and
          set-up investigator file copies per PPD Pharmaco SOPs.
  9.      Randomization  will  begin  no  more  than  2.5  months after the
          Protocol and informed consent form are finalized.
  10.     There will be 40 investigative sites. 
  11.     At least 80% of investigational sites will use a Central IRB.
  12.     The enrollment rate is anticipated to be .9 patients per site per
          month.
  13.     Interim   monitoring  visits  will  occur  at  6-week  intervals,
          intervals  may  be compressed or expanded due to enrollment at a
          Study site.
  14.     Each  patient's CRFs will be retrieved only as a completed set.
          Patient data (CRFs) will not be retrieved as independent pages.
  15.     The  total  PPD  Pharmaco  time  commitment  is  expected  to  be
          approximately 16 months.
  16.     Carrington will have final authority to approve investigators.
  17.     The  delivery  format  of  the  database  is  assumed  to  be SAS
          datasets, where PPD Pharmaco has specified the variable names. 
  18.     SAS  programs  and  interim  datasets  produced  as  part  of the
          analysis  are  not deliverable. These could be provided but would
          need some additional effort for documentation.
  19.     It is assumed that there will be 1 test transfer and 1 final data
          transfer. There will be no interim data transfers.
  20.     The  Integrated Clinical Statistical Report (ICSR) price is based
          on the following assumptions:
     *    The report will be written using a template or format agreed upon
          by Carrington Labs and PPD Pharmaco. Any changes in the format
          after specifications  have  been  reviewed  and approved by
          Carrington may result in additional costs.
     *    The  report  will be written from tables and listings provided by
          PPD Pharmaco
     *    The  Sponsor  will  receive  one  draft  for review and one final
          version of the report
     *    The Sponsor will submit all review comments simultaneously
<PAGE>
  21.     Central Laboratories price is based on the following assumptions:
     *    Clear  View  Pregnancy  test  kits will be sent to each site and
          performed on 50% of subjects at Screening Visit
     *    Hematology panel includes an automated differential
     *    Federal Express cost will be directly passed on to the Sponsor
     *    Electronic  transmission  of  management  reports to Sponsor and
          CRO: $25.00 per transmission
     *    Proposal does not include unscheduled/repeat visits, confirmation,
          or additional testing ordered by the Investigator, and as approved
          by the medical monitor
  22.     Biostatistical  assumptions  concerning  productions  of  tables,
          listings and graphs:
     *    A  select  initial  subset  of  the  summary tables, listings and
          graphs  (TLGs)  not to exceed 25 will be finalized within 4 weeks
          of database lock.  The timing for these will be:
       *       Week 1:  Print and final validation
       *       Week 2:  QC review, correct and ship to Sponsor for review
       *       Week 3:  Sponsor review
       *       Week 4:  Revise,  revalidate and ship final TLGs to Sponsor
                        and give to medical writing
     *    For  the  rest  of  the  TLGs  the  following  schedule  will be
          followed:
       *       Week 1:    Print
       *       Week 2&3:  Final validation and corrections
       *       Week 4:    QC Review, correct and ship to Sponsor for review
       *       Week 5:    Sponsor Review
       *       Week  6&7: Revise, revalidate and give remaining final TLGs
                          to medical writing
  23.  This  Agreement  does not include data entry of CRF pages for screen
     failures.

<PAGE>
                             PROJECT SPECIFICATIONS

  Protocol Title:  A Double-Blind, Randomized, Placebo-Controlled Study Of
  The Safety And Efficacy Of Three Dose Regimens Of Oral Aliminase In The
  Treatment Of Active Ulcerative Colitis Protocol No. 9084


                             Study Specifications
                                                                  
  Protocol Number                9084                             
  Carrington Contact             Kenneth (Bill) Yates, D.V.M.     
  PPD Pharmaco Contact           Patty Pasley, Director, Business
  Development                    
  Compound                       Aliminase                        
  Indication                     Active Ulcerative Colitis        
  Program Phase                  II                               
  Study Design                   Double-Blind, Randomized, Placebo-
  Controlled, Safety &
   Efficacy Study
  Number of Screened Patients    350                              
  Number of Enrolled Patients    280                              
  Number of Completed Patients   280                              
  Number of Investigators        40                               
  Investigators  Meeting         Yes, 94 attending                
  Approximate Number of
   Qualification Visits          40
  Type of IRB                    Local & Central                  
  Number of Initiation Visits    40                               
  Approximate Number Patients
   Per Site                      9
  Enrollment Period              7.7 Months                     
  Enrollment Rate                .9 Patients/Month                
  Duration of Patient
  Participation                  1.5
  Months                         
  Interim Monitoring Frequency   Q6-8 Weeks                       
  Number of Interim Visits
   (excluding closeout visits)   7 Per
  Site (280 total)
  Number of Close Out Visits     40                               
  Estimated Number of Case
   Report Form (CRF) Pages
   Per Patient                   26
  Estimated Number of Unique
   Pages Per CRF                 16
  Estimated Number of CRF
   Pages for Data Entry          7,280
  Number of Statistical Tables   38                               
  Number of Statistical Listings 26                               
  Number of Statistical Figures  2                                
  Deliverable                    Clinical Statistical Report

<PAGE>
                              PROJECT TIMELINES

                          Project Milestone Periods

  The program timeline is summarized in the table below.

  Activity                      
  Study Initiation              Jan. 1, 1999 - Mar. 30, 1999      
  Investigator Meeting          February 1999                     
  Enrollment Period *           Mar. 31, 1999 - Nov. 25, 1999     
  Treatment Period              Mar. 31, 1999 - Jan. 10, 1999     
  Study Closeout                Jan. 11, 1999 - Feb. 10, 2000     
  Biostatistics                 Feb. 11, 2000 - Mar. 25, 2000     
  Clinical Statistical Report   Mar. 26, 1999 - May 5, 2000       
  Total PPD Pharmaco Commitment -16.2 Months

  * Any extension to the enrollment period will result in contract
    modifications.


                              STATEMENT OF SERVICES
  The following lists the specific responsibilities assigned to Carrington
  () or PPD Pharmaco (). 

   TASK LIST                                 Carrington PPD Pharmaco
  A.  IND/IDE                                                     
  1.  Prepare IND/IDE sections                                    
  2.  Review IND/IDE applications                                 
  3.  Submit IND/IDE to FDA                                       
  4.  Prepare Investigator Brochure                               

  B.  Protocol
  1.  Design Study                                                
  2.  Write Protocol                                              
  3.  Approve Protocol                                            
  4.  Prepare template informed consent                           

  C.  Case Report Form (CRF)
  1.  Design and draft CRFs                                       
  2.  Finalize CRFs                                               
  3.  Print and bind CRFs                                         
  4.  Distribute CRFs to sites                                    
  5.  Write CRF instruction guide                                 

  D.  Site/Investigator Identification and Qualification
  1.  Develop list of potential sites/investigators               
  2.  Select Study sites/investigators                            
  3.  Conduct site qualification visits                           
  4.  Provide written site evaluation reports                     
  5.  Discuss grant payments and contract with sites              
  6.  Negotiate investigator grants, LOA, LOI                     
  7.  Prepare investigator contract                               
<PAGE>
  E.  Pre-Study Activities
  1.  Collect regulatory documents (CVs, IRB approval, 1572)      
  2.  Obtain IRB approval                                         
  3.  Review  & evaluate for completeness all elements of informed
      consents for all sites                                          
  4.  Contract with central laboratory                            
  5.  Set up project tracking system via RTMS                      
                                             
  F.  Test Article Management                                     
  1.  Provide Study drug                                          
  2.  Package Study drug                                          
  3.  Label Study drug
  4.  Distribute Study drug to site                               
  5.  Store Study drug                                            
  6.  Develop Drug Log
  7.  Manage Drug Records
  8.  Perform post-Study Study drug accountability                
  9.  Destroy Study drug                                          
  10.  Return unused supplies/Study drug to Carrington            
                                             
  G.  Communications Management                                   
         1.  Establish and test e-mail link                       
         2.  Attend Sponsor meetings                              

  H.  Investigators  Meeting
  1.  Plan investigators  meeting(s)                              
  2.  Prepare start-up information binders                        
  3.  Approve start-up information binders                        
  4.  Conduct investigators  meeting(s)                           
  5.  Present at investigators  meeting(s)                        

  I.  Study Initiation
  1.  Conduct site initiation visits                              
  2.  Provide and maintain site training of personnel             
  3.  Review source documents - CRFs, Drug Records, etc.          
                                                        
  J.  Patient Recruitment                                         
  1.  Develop and execute advertising plan              N/A       
  2.  Refer potential patients to sites                 N/A       

  K.  Project Management
  1.  Provide weekly updates via RTMS[TM]                         
  2.  Contribute Study information for monthly newsletter         
  3.  Produce and distribute monthly newsletter to sites          
  4.  Coordinate with central laboratory                          
  5.  Establish and maintain toll-free "Hot Line"       N/A       N/A
  6.  Establish and maintain 24 hour SAE phone line               
  7.  Administer Investigator payments                            
  8.  Develop/Maintain Protocol Deviation database                
  9.  Train the project team                                      

  L.  On-Site Monitoring
  1.  Conduct interim on-site monitoring visits                   
  2.  Review  & verify 100% of available source documentation on all CRFs
  3.  Review Drug Records                                         
  4.  Maintain site training of personnel                         
  5.  Conduct Study closeout visits                               
  6.  Provide written site monitoring reports                     
<PAGE>
  M.  Site Management
  1.  Maintain phone log of clinical questions                    
  2.  Maintain phone log of questions regarding CRFs/logistics    
  3.  Participate in scheduled conference calls                   
  4.  Provide document control of CRFs - log, track, archive      
  5.  Perform pre-clinical review of CRFs    N/A        N/A       
  6.  Perform clinical review of CRFs                             
  7.  Perform records management                                  

  N.  Database Design
  1.  Design data collection system                               
  2.  Develop data collection system                              
  3.  Validate data collection system                             

  O.  Data Entry
  1.  Design data collection system                               
  2.  Develop data collection system                              
  3.  Validate data collection system                             
  4.  Enter and verify data                                       

  P.  Data Management
  1.  Develop data cleaning system                                
  2.  Validate data cleaning system                               
  3.  Run edit system                                             
  4.  Resolve edit questions                                      
  5.  Document corrections to CRFs                                
  6.  Perform DM audits on data - electronic data compared to paper CRFs
  7.  Provide drug dictionary                                     
  8.  Code laboratory values                                      
  9.  Code concomitant drugs                                      
  10. Provide adverse event dictionary               
  11. Code adverse events                            
  12. Integrate/merge lab data                       

  Q.  Data Transfers
  1.  Format data according to Carrington format (SAS datasets)   
  2.  Perform test data transfer                                  
  3.  Perform final data transfer                                 

  R.  Statistical Analysis
  1.  Provide Analysis Plan (mock tables, listings & graphs)      
  2.  Produce and validate tables, listings and figures           
  3.  Provide final analysis

  S.  Clinical/Statistical Reports
  1.  Provide draft Study report                                  
  2.  Provide final Study report                                  
  3.  Approve Study reports                                       
  4.  Provide annual report                                       
  5.  Retain final electronic data                                
  6.  Retain final electronic Study report (Carrington)           

  T.  Regulatory Activities
  1.  Conduct GCP site audit(s)                                   
  2.  Archive final Study documents                               
  3.  Record and process SAEs                                     
<PAGE>
  U.  Safety
  1.  Perform adverse event investigation                         
  2.  Assign adverse event causality                              
  3.  Maintain unblinding responsibility                          
  4.  Prepare SAEs reports for reporting to regulatory agency submission
  5.  Report serious adverse events to regulatory agency          


                               PROJECT TEAMS

  *      Clinical Project Team 
    PPD  Pharmaco's  clinical  team  (1  Project  Manager,  and 4  Clinical
    Research  Associates) will be dedicated to this project.  The following
    staffing  chart for clinical management and monitoring of this Study is
    based on the assumptions provided in the request for proposal dated 15-
    October-1998.    This  staffing  will  be in effect from the initiation
    through  the closeout of the Study, providing the information contained
    in  the  Request  for  Proposal  is  consistent with forecasted project
    specifics.    Should  the proposal assumptions change, staffing will be
    reviewed  and  modified accordingly, after appropriate discussions with
    Carrington.

    Proposed Clinical Project Team for Protocol 9084:



  *      Data Management Project Team
    PPD Pharmaco will provide a full data management project team complete
    with a project leader.  The project leader acts as the primary contact
    person for all data management aspects of this project.

    Proposed Data Management Project Team for Protocol 9084:


                             DESCRIPTION OF SERVICES

  Please  refer  to  the  Statement  of Services for those activities to be
  conducted  by  PPD  Pharmaco.     Should Carrington require, PPD Pharmaco
  would be pleased to provide a cost estimate for additional services.

  Protocol

  *      Preparation of Protocol

    Should  assistance be required, PPD Pharmaco has an experienced team of
    individuals  who  are available to provide Protocol preparation/finali-
    zation for Carrington.

  *      Informed Consent

    PPD Pharmaco will provide Carrington with a draft Informed Consent form
    containing all 14 required elements for their review and approval prior
    to submission to Ethics Committee by the Investigator.
<PAGE>
  Case Report Form (CRF)

  *      CRF Design 

    PPD Pharmaco in collaboration with Carrington will design and draft the
    CRF  for Protocol 9084.  A clinical project leader, biostatistician and
    CDM manager will be consulted on the design and content.  The CRFs will
    be  designed  to  capture  all  pertinent  information in a format that
    allows for rapid review and data entry. 

  *      Print CRF

    Following  a  final  review  by Carrington, PPD Pharmaco will print the
    copies  of  the  Case  Report  Form  on 3-ply NCR paper and ship to the
    investigator sites prior to initiation of the Study.

  Site/Investigator Identification and Evaluation

  *      Site/Investigator Identification

    PPD  Pharmaco  maintains  an  active  Investigator Recruitment Database
    (IRDB)  consisting  of  more  than  16,500 investigators worldwide. The
    information collected on each investigator includes: site demographics,
    professional profile, specialty certifications, research profile, staff
    personnel,  facilities  on  site,  data management experience, practice
    setting,  research  experience/interest  and  previous  clinical  trial
    experience.   Post Study evaluations are also on file for investigators
    who  have  worked  with PPD Pharmaco. The Study Monitor and the Project
    Manager complete these evaluations.  This is a dynamic database that is
    continually expanded and updated.  It is from this database, as well as
    from  Sponsor  lists  and  other  external  sources,  that PPD Pharmaco
    derives  a  list  of  potential investigators for any particular Study.
    PPD  Pharmaco  will  work  closely  with  Carrington  on all aspects of
    identifying the most appropriate investigators. 

    Some   of   the   areas  of  Physician  Specialty  and  the  number  of
    investigators  in   our   database  include:   Allergy/Immunology  240;
    Anesthesiology 300; Cardiology 493; Dermatology 436; Endocrinology 184;
    Family  Practice  508;  Gastroenterology  466;  Geriatric  Medicine 96;
    Infectious  Disease 261; Internal Medicine 3,473; Medical Oncology 276;
    Neurology  479;  OB/GYN  347;  Orthopedic  Surgery 104; Pediatrics 413;
    Psychiatry 623; Surgery 305; and Urology 150.

    The  type  and number of practice settings include: University Hospital
    1,071;  Other  Hospital  742;  Private, Solo, Group and Multi-Specialty
    combined  3,675;  Nursing  Home  135; VA/Military 351; TMO 446; Student
    Health    Center   85;   Urgent   Care   Center   124;   Rehabilitation
    Hospital/Clinic  135;  Mental  Health  Mental  Retardation  87; Managed
    Health Care 243; and Surgical Center 159.

    PPD  Pharmaco  will identify investigators with a proven clinical Study
    record  in  managing  and  overseeing ulcerated colitis.  Investigators
    will  be  chosen on their ability to provide both the necessary patient
    population  and  the  appropriate  Study  staffing.   Upon Carrington s
    approval, PPD Pharmaco will select 40 sites, and each site will recruit
    approximately   9   patients   during   the  7.7months  of  anticipated
    enrollment, an average of 1.2 patients/site/month.
<PAGE>
  *  Select Study Sites/Investigators

    When  the  list of potential investigators has been compiled and passed
    through  appropriate  review  by  Project  Management  and  Carrington,
    our   project  monitors  will  begin  the  process  of  recruiting  the
    investigators.  Rigorous telephone screening of potential investigators
    is  performed  by  monitors  prior  to the on-site evaluation visits to
    determine their interest in, and suitability for, performing the Study.
    These  telephone  calls  to  prospective  sites  will  allow an initial
    screening  via  assessment  of  critical  factors such as availability,
    staff,  facilities, patient population and clinical trial experience in
    the appropriate therapeutic area.

     The success of most programs is dependent upon the ability to identify
     the  most  qualified  investigators  who  will  be  able  to  enroll a
     sufficient  number  of  patients who meet criteria as specified by the
     Study  Protocol  and  to  provide  quality  data.    PPD  Pharmaco, in
     collaboration  with  Carrington,  will  use reasonable efforts and due
     diligence  to  ensure  that each investigator selected is qualified to
     perform the services required.  

  *      Site Qualification Visits

    Clinical  research  associates (CRAs) on the project team who have site
    evaluation  experience  will  conduct  comprehensive  on-site visits to
    further evaluate the investigative site, meet with the Study personnel,
    review  the  Protocol,  develop the patient recruitment plan, visit all
    the  facilities  required  by  the  Protocol  and review any other site
    qualifications  deemed  critical  to  the  successful completion of the
    Study.    The  evaluator  will  then  make final recommendations to the
    project team. 

    PPD  Pharmaco  will perform the site qualification visits.  The purpose
    of each visit will be to assess the Study facilities, the staff and the
    Principal  Investigator  for  actual  Protocol  competency.  During the
    visit, the PPD Pharmaco project team will ensure the following:

       *    The Principal Investigator's expertise 
       *    The availability of knowledgeable support staff
       *    The adequacy of the facility to conduct a clinical trial
       *    The availability of the appropriate subject population
       *    The  Principal Investigator's understanding of the regulatory
            obligations  as  outlined  on  the  FDA Form 1572 and specified
            by Carrington and PPD Pharmaco

    Written  trip reports will be prepared and submitted to Carrington with
    the monthly status reports.

  *      Investigator Grants Coordination

    PPD  Pharmaco  will,  in  accordance  with  the  investigator  contract
    previously  approved  by Carrington, make all necessary payments to the
    investigator.    Prior  to payment, the Project Manager will verify the
    patient  enrollment  status  at  the  site  to  ensure all payments are
    accurate and reflective of Study site activity.
<PAGE>
  Pre-Study Activities

  *      Regulatory Document Collection

    PPD  Pharmaco will collect and review all regulatory documents required
    under  the  United  States  Code  of Federal Regulations (CFR) for each
    participating  investigator.   Critical documents for each site include
    the following:
       *      Protocol agreement page
       *      IRB approval letter together with a list of IRB members
       *      A copy of the IRB-approved informed consent form to be used in
              the Study
       *      A signed FDA Form 1572
       *      Curriculum vitae for the principal and sub-investigators
       *      Laboratory certification and normal values

     Regulatory  packets  will  be  assembled  and delivered to Carrington.
     Carrington  shall  submit all regulatory packets to the FDA.  Once the
     appropriate  regulatory documents have been submitted to the FDA, then
     Carrington   will  authorize  shipment  of  the  Study  drug  to  each
     individual  site.  PPD  Pharmaco  would be happy to provide regulatory
     review  of  documents  for  authorization  of  Study drug shipment and
     submission  of  regulatory  packet  to the FDA. Should this service be
     requested, PPD Pharmaco would provide an estimate of these costs.

  *  Central Laboratory Coordination

     PPD  Pharmaco  will coordinate with the central laboratory, which will
     be ACM Medical Laboratory as designated by Carrington.

  Miscellaneous Clinical Supplies Management

  *  Miscellaneous Clinical Supplies Management

     PPD  Pharmaco  assumes  Carrington  will  coordinate  the purchase and
     distribution of clinical supplies to each individual site.

  Communications Management

  *  Communications Management

     PPD  Pharmaco  can  provide electronic communications for e-mail, file
     transfer  and  direct  system access to meet a wide variety of Sponsor
     needs.  Internally all PPD Pharmaco employees have Internet access via
     a  gateway  to  the  Internet  for  external  e-mail and file transfer
     connectivity.    PPD Pharmaco can provide dial-in or dial-out solution
     using 28.8 modems either to our LAN environment or directly to our DEC
     systems.    A  secured  Sponsor  intranet  is also available to access
     specific  project  status  information can be developed using Internet
     technology.    In  addition  similar  facilities can be provided using
     Internet  technology,  or  Lotus  Notes  for  those Sponsors with such
     capabilities.
<PAGE>
     Site/Investigators  Identification and Evaluation

  *      Investigators  Meeting

    PPD  Pharmaco  will  organize  and  conduct  an  investigators  meeting
    scheduled  for  a  date  to be determined.  PPD Pharmaco will train the
    investigators  and  Study  coordinators  on  key  aspects  of the Study
    Protocol  and  data  collection  on  the CRFs. PPD Pharmaco anticipates
    sending  a  project  team  of  9 members to the investigators  meeting.
    Moreover,  PPD  Pharmaco  forecasts  that  approximately 5 members from
    Carrington  will  attend this investigators  meeting.  PPD Pharmaco has
    based the cost estimate to execute this investigators  meeting on a per
    attendee  fee  of $1,750.00.  This per attendee fee includes all travel
    expenses  related  to  the meeting, actual on-site meeting expenses and
    all  service  fees  incurred  for  the  planning  and  executing of the
    meeting.    Payment  for  this  service  is  due  in  full prior to the
    investigators  meeting and is included in the Study Payment Schedule as
    a separate line item.  

  Study Initiation

  *      Site Initiation Visits

    PPD  Pharmaco  will  perform  an  initiation  visit  at each site.  The
    following  areas  will  be  reviewed  with  site  personnel  during the
    initiation visit:

       *      Background  information,  including the Investigator Brochure
              for the Study drug and/or the product package insert(s)
       *      Protocol, Study procedures and associated forms
       *      Interim monitoring visit schedule
       *      Regulatory requirements
       *      CRF and source documentation
       *      CRF completion instructions
       *      Adverse event (AE) reporting
       *      Study drug accountability

    Training of all relevant site personnel will occur at this visit and on
    an  ongoing basis throughout the trial. Carrington agrees that training
    shall be the primary responsibility of PPD Pharmaco.

    A  total  of 40 initiation visits will be conducted.  Trip reports will
    be prepared within two weeks after each visit and sent to Carrington.

<PAGE>
    Project Management

  *      Project Management

    A  Project Manager will be assigned for the duration of the project and
    will  serve  as  the  central  contact  person.   The Project Manager s
    responsibilities will include managing the technical and administrative
    aspects  of  the  Study  as defined by Carrington.  The Project Manager
    will  coordinate the organization, implementation and management of the
    Study.    In  addition, the Project Manager will interact directly with
    the  Clinical Project Director, Medical Director, Project CRAs, Quality
    Assurance  personnel,   Data  Management   personnel,  Medical  Writing
    personnel   and  Biostatistics  to  ensure  the  effective  and  timely
    completion of the Study.

    The  Project  Manager  will also perform the following project-specific
    activities:

       *      Project planning
       *      Preparation of the Study Operations Manual
       *      Coordination and assistance with personnel training
       *      Coordination  of  the investigator meeting, to include travel
              and agenda planning
       *      Provision of monthly status reports to include:
         -        Regulatory document collection
         -        Site start-up status
         -        Enrollment status
         -        Monitor visit reports
         -        Site drug inventories
         -        Serious Adverse Events (SAEs)
         -        Number of CRFs retrieved
       *      Review  and  sign  timesheets,  expense  reports, and travel
              authorization
       *      Review travel itinerary, trip reports, external correspondence
              and  telephone  reports, internal correspondence,  follow-up
              letters,  monthly  travel  calendars/plans and project
              staffing and utilization
       *      Assure all tracking logs are updated by the CRAs weekly
       *      Facilitate  all  financial  and  contractual matters between
              Carrington and PPD Pharmaco (i.e. prepare Study specific
              invoices for payment at milestones met by PPD Pharmaco)

    This  Agreement  does  not  include  the cost of travel of project team
    members to Carrington's offices for meetings during the conduct of this
    Study.      Travel  costs  for these meetings will be billed at invoice
    total  plus  a  nominal administration fee.  At Carrington's request an
    estimate will be provided.

    On-Site Monitoring

  *      On-Site Monitoring

    Carrington  requests  that  PPD Pharmaco perform all interim monitoring
    visits  for  this  Study.    Given  the anticipated Study length of 1.5
    months per patient, an enrollment period of 7.7 months and a monitoring
    frequency   6-8  weeks,  PPD  Pharmaco  will  be  required  to  perform
    approximately  7  interim  monitoring  visits  of 1-2 days duration per
    site.    The  CRA  will perform the following tasks during each interim
    visit:
<PAGE>
       *    Compare 100% of the CRFs to the source documents
       *    Review the CRFs and source documents for serious adverse events
       *    Perform drug accountability
       *    Ensure appropriate signed informed consent form exists for each
            Study participant
       *    Review investigator Study files for completeness
       *    Ensure investigator compliance to the Study Protocol

    A  total of 280 interim visits will be conducted.  Trip reports will be
    prepared after each visit and sent to Carrington. 

  *    Closeout Visits

    A  final  closeout  visit  will  be  conducted  after all subjects have
    completed  or  have  been  discontinued  from  the  Study and after all
    queries have been resolved.  Each visit will include:

       *    Review and retrieval of all outstanding CRFs
       *    Study drug accountability and preparation for the shipment of
            Study drug to Carrington
       *    Review of investigator's Study file for completeness
       *    Review of record retention per FDA requirements

    A  total  of  40  closeout  visits  will  be conducted.  Closeout visit
    reports  will be prepared within two weeks after each visit and sent to
    Carrington.

  *  Total Number of Visits

  Site Visits                   Per Site        Total
  Qualification                 1               40              
  Initiation                    1               40                
  Interim Monitoring            7               280               
  Closeout                      1               40                
  TOTAL                         13              400


  Site Management

  *      In-House Site Management by Clinical Project Team
<PAGE>
    Between  monitoring  visits,  investigators  will  be  called weekly to
    verify   patient  enrollment  status,  review  Study  progress,  answer
    Protocol  questions,  discuss  CRF  completion  and  ensure  the  Study
    proceeds  in a timely manner.  Site contact reports will become part of
    the  investigator  file  located at PPD Pharmaco.  Additionally the PPD
    Pharmaco CRAs will be responsible for:

       *       Tracking and ordering Study drug and other supplies
       *       Tracking regulatory document revisions
       *       Writing trip reports
       *       Writing follow-up letters
       *       Providing query resolution
       *       Performing in-house second review of CRF s
       *       Participating in scheduled conference calls with Carrington
       *       Tracking  Protocol  violations,  CRF progression at site and
               PPD Pharmaco and tracking of query resolution
       *       Conducting audit of investigator files at PPD Pharmaco
       *       Developing  newsletter  materials  and  distributing  the
               newsletter to sites

    PPD  Pharmaco  will  be  responsible  for all follow-up on action items
    identified during the monitoring visits.

  *      Clinical Review of CRFs and Query Resolution

    The  CRF  will  be  forwarded  to the Clinical Project Manager or their
    designee who will evaluate the following elements:

       *      Accurate and appropriate documentation of AEs
       *      Overall subject Study drug and Protocol compliance
       *      Proper identification and documentation of potential Protocol
              deviations or violations
       *      Accurate completion of inclusion/exclusion criteria
       *      Accurate transcription of CRF data
       *      Appropriate use of medical terminology
       *      Correlation of all clinical information
       *      Accuracy of any medication dosages

    The findings of the clinical review will be documented and forwarded to
    the Project CRAs for resolution.

    Data Management

  *      Data Management Plan

    The  CDM  Project  Manager  will  compile  a  Data Management Plan that
    describes  the  processes and specifications to be used in the project.
    This includes documentation on the data dictionary; coding dictionaries
    to  be  used;  the  logic and processes for data review and validation;
    critical  timelines  and milestones; and timing and types of management
    reports.    This  Plan  will  be reviewed and finalized with input from
    Carrington and will be updated during the course of the project.
<PAGE>
  *  Database Development

     Unless  otherwise requested, the project database will be set up using
     ORACLE  7/Clintrial 3.3.  The CRF and Protocol will be used to develop
     the  specifications  for  this  database.  Panel definitions and field
     specifications  will  be  produced  by  an  experienced  data  manager
     utilizing    the   PPD   Pharmaco   standard   Clintrial   dictionary.
     Carrington's  database  specifications  will  be  used  if so desired.
     Specifications will be independently reviewed prior to installation.

  *  Data Entry

     Data  entry  screens  and  multiforms  will  be developed in Clintrial
     against  the standard data dictionary, but customized to the Study CRF
     requirements.   Independent, double data entry will be performed.  The
     entry  of  the data from each CRF into the database will take place as
     CRFs  are retrieved, to keep the database as current as possible.  All
     data  entry  discrepancies  will  be  resolved  by  PPD  Pharmaco data
     management  staff.    Reports  regarding  data  entry  status  and the
     database will be available as needed.

  *  Data Validation

     Validation  (edit)  checks and derivation procedures will be developed
     by  PPD  Pharmaco  using  SQL, RPL, or SAS procedures.  The validation
     specifications  will be developed taking into account the requirements
     of the analysis plan, a review of the Protocol and general experience.
     The  validation  specifications  will  be  forwarded to Carrington for
     review  and approval.  The results from the validation process will be
     reviewed and queries will be generated for resolution.

  *  Importing Electronic Data 

     Electronic  data  from  central  laboratories or other sources and any
     associated  ranges  will  be  imported  and  integrated into the Study
     database.  PPD Pharmaco will provide validation checks as required and
     produce  flagged   listings   as  part  of  the  data  management  and
     statistical reporting process.

  *   Coding of Drugs and Diseases

     Unless  otherwise  requested  by Carrington, PPD Pharmaco will provide
     the  coding  dictionaries  required  for  coding  adverse  events  and
     concomitant  medications.  COSTART will be used to code adverse events
     and  WHODRUG  will  be  used  to  code  concomitant  medications.  PPD
     Pharmaco  will  use  its  ORACLE-based autoencoding system to identify
     appropriate  codes  and  insert them into the appropriate tables.  The
     PPD  Pharmaco autoencoding system maintains a synonym dictionary so as
     not  to compromise Carrington's dictionaries.  This synonym dictionary
     also contains multi-lingual coding translations.  Efficient support of
     international   and   cross-national   coding   schemes  is  provided.
     Validation  checks  on the synonym code lists can be imposed to insure
     that  coding  meets Sponsor criteria.  A final clinical review will be
     conducted of all codes to ensure accuracy and consistency.
<PAGE>
  *  Data Query Resolution Process 

     Queries arising from data entry, validation and dictionary coding will
     be  reviewed  and, if possible, resolved by Data Management personnel,
     according  to the rules documented in the Data Management Plan.  Where
     necessary,  queries will be passed to PPD Pharmaco CRAs for resolution
     or  forwarded to the investigator.  Review and correction of data will
     occur  on  an  ongoing  basis.   Edits resulting from the responses to
     query  forms  will  be updated and verified before being stored in the
     database.   Queries and corrections will be tracked electronically for
     each CRF.

  *  Status Reports

     PPD  Pharmaco  will  provide  Carrington  with standard monthly status
     reports  indicating the progress made on the project.  This report can
     be  customized  to  meet Carrington's specifications.  The report will
     include  such  information  as  number  of patients entered, number of
     completed  patients,  number  of  ongoing  patients and metrics on key
     processes.  

  *  Data Management Auditing

     To  ensure  accuracy, PPD Pharmaco will carry out a 100% review of all
     key  safety  and efficacy variables.  In addition, a random 10% of the
     CRFs  will undergo a 100% verification against the database throughout
     the Study.  Various patient listings are also produced and reviewed to
     additionally assure data quality and consistency.

  *  Final Database

     A  final  quality assurance (QA) audit will be performed on 10% of the
     patients on the final database after the quality control measures have
     been completed.  A written report of the QA audit will be prepared and
     sent to Carrington reporting discrepancies that are found.

     PPD  Pharmaco  standard database delivery is in a SAS format; however,
     it  will  be provided in another format if Carrington so chooses.  The
     program  code  will  remain with PPD Pharmaco at the conclusion of the
     Study.    CRFs  and  supporting  documentation  will  be  returned  to
     Carrington at the conclusion of the project.

  *  Data Transfers

     *    Format  and  Test.    PPD  Pharmaco  will  require  data transfer
       specifications  (i.e.  file  layouts,  formats)  before  initiating
       program   development  for   data  transformation.    PPD  Pharmaco
       recommends  at  least one preliminary transfer to test the transfer
       mechanisms prior to the final database transfer.

    *     Final.   PPD Pharmaco will provide Carrington with computer files
       containing    the   project   database(s)   along   with   complete
       documentation. 
<PAGE>
  Statistical Analysis

  *  Biostatistics Project Team

     Within  the  Biostatistics  department,  a  Lead  Biostatistician will
     oversee  all  analyses  and  production  of tables and listings.  This
     person  will  be  responsible  for providing the appropriate analysis,
     instructing  the  team  on  key  data  issues and interacting with the
     Sponsor  as  well  as  other  PPD  Pharmaco  groups, and/or regulatory
     authorities.    Support  Statisticians will work closely with the Lead
     Statistician  to  assure  compliance  with  the  analysis  plan.   PPD
     Pharmaco  will  also  identify  a Lead Statistical Programmer who will
     oversee  the resourcing of tables, figures and listings in production.
     Furthermore,  validation  efforts  under  the  direction  of a primary
     Validator  will  insure the accuracy of the results.  All results will
     be  reviewed  by  a  QC Auditor prior to release to the Sponsor.  This
     core   team  will  provide  the  Sponsor  with  a  dedicated  team  to
     efficiently implement the statistical analysis.

  *  Biostatistics Services Overview

     The  proposed  biostatistics  workscope  for  this  programs  includes
     collaboration  with  data  management  on  CRFs  and  edit  checks,  a
     statistical  analysis  plan,  1  interim analysis, a final statistical
     a n alysis  and  biostatistical  collaboration  on  a  final  clinical
     statistical  report.    All of PPD Pharmaco's statistical services and
     procedures are designed for compliance with the ICH Draft Guideline on
     Statistical Principles for Clinical Trials (Federal Register, Vol. 62,
     No.  90,  9  May  1997).    The proposed services and deliverables are
     described in greater detail in the following sections.

  *  Biostatistics Collaboration with Data Management  

     PPD  Pharmaco's Biostatistics team will begin to access data to create
     the  analysis  datasets  once  a  sufficient  amount  of data has been
     entered.     In  addition  to  standard  validation  checks  that  are
     programmed  by the Data Management group, exploration of data problems
     or  issues  that  affect  statistical  analysis  will  be  considered.
     Statisticians  will  work  closely with the Data Managers and Clinical
     Project  Leaders  to  discuss  relevant issues to improve ongoing data
     collection efforts.

  *  Analysis Plans

     In  collaboration with the Sponsor's assigned clinical and statistical
     scientists, PPD Pharmaco will develop one analysis plan for the Study.
     Any  analysis  strategy features unique to the Study will be explained
     in  the  analysis  plan  in  detail.  The analysis plan will model the
     final  Study  reports;  the  introduction,  background, objectives and
     statistical  methodology sections will be written in sufficient detail
     for  the  final  reports.   This advance writing and planning promotes
     earlier, more detailed, critical thinking about the analysis needs and
     reduces writing time and costs for the final reports.
<PAGE>
     The  analysis  plan  will  include  shells  for the final Study report
     tables,  figures  and listings.  The shells will be developed based on
     Protocol  objectives,  the  analysis  strategy and collaborative input
     from  the  Sponsor's clinical  and statistical scientists.  The shells
     will  show  concisely how statistical summaries are to be presented on
     the  page.    Each  custom  table layout will be designed to promote a
     complete,  consistent  and  concise representation of analysis for the
     Study's results. 

     The cost of the Analysis Plan is based on the following assumptions:

     *    One draft version and one final version of the analysis plan text
          and shells are budgeted.
     *    The  Analysis  Plan  will  include each unique table template and
          with  each  template,  the list of tables that are to be based on
          that template.  Also included will be listing and figure shells.

  *  Analysis and Reporting Databases

     PPD Pharmaco will develop an analysis and reporting database, based on
     written specifications developed by the biostatistics team.
      
     The  written  specifications  for the analysis database will include a
     detailed  description  of  each  component  analysis  file,  including
     information about how the file relates to other files in the database,
     a  dictionary  of  included  variables  (showing  assigned formats and
     labels) and detailed specifications for each created variable included
     in the file.  The  specifications  for each  created  variable include
     the following  components:  variable  name,  format,  label,  a  prose
     description  of  the  variable,  the source variables required for its
     creation, and the logic algorithms used in its creation.

  *  Statistical Analysis and Tables Production

     Analogous  to  the  specifications  for  the  analysis  database,  PPD
     Pharmaco  will  develop  detailed  specifications  for the statistical
     analyses  and tables production.  PPD Pharmaco will design, create and
     validate  SAS?  programs  that  perform  the analyses described in the
     analysis  plan  and  the  summary  tables  and listings.  The internal
     documentation  components  for  the analysis and table production will
     include   the  analysis  plan,  tables  and  listings  specifications,
     documented  SAS?  analysis  programs,  resulting  SAS?  output for the
     analyses  and  documentation  of  the  validation/QC of the tables and
     listings.  PPD  Pharmaco  will  provide  documentation  of all created
     variables used in any analysis or data summary.

     Where  practical,  PPD  Pharmaco  will  use  SAS? macros to facilitate
     consistent  application of the analysis strategy across all Protocols.
     Some  proprietary  SAS?  macros will be used as well, particularly for
     summaries  of  safety  information  and  for  table formatting.  While
     proprietary  macros  will  not  be  made  available  to the Sponsor, a
     description  of  their  design  intent  can  be provided for any audit
     review.    All  SAS?  programs used or generated for this project will
     remain the property of PPD Pharmaco.
<PAGE>
     The cost of the statistical analyses and tables production is based on
     the following assumptions:

  *  The  estimated  counts for tables, listings and figures are summarized
     as follows:

     Counts               Uniques     Repeats     Total
     Tables               22          16          38          
     Listings             23          3           26          
     Figures              2           0           2           

     *    Additional unique tables will be provided at a cost of $2,000 per
       table  and  additional listings will be provided at a cost of $1,000
       per listing.

     *    Table  production  costs  will  be based on the approved analysis
       plan and table shells.

     *    Any Sponsor-requested changes after analysis plan approval should
       be    communicated  in  writing   through   the   project  director. 
       Discussions about the changes may precede the written authorization,
       as  needed,  to  clarify  and  cost the request in advance. Sponsor-
       requested  changes  made  after  the approval may require additional
       costs and may affect the production timetable.

     *    The scope of this bid allows for one review of draft tables.

  *  Statistics Report

     A statistical report will be prepared which contains a brief review of
     the  clinical  trial  methodology  and  will  report  the  statistical
     findings  of  the analysis. The report will also contain a description
     of   the  statistical  methodology   suitable  for  inclusion  in  the
     statistical methods section of the final report as well as a technical
     statistical  methodology  write  up  for  inclusion in the statistical
     appendix of the final report.

  Regulatory activities

  *    Good Clinical Practice (GCP) Audits

     PPD  Pharmaco  will conduct 4 trial site regulatory compliance audits.
     The  purpose of each trial site audit is to determine the trial site s
     adherence  to  the  Study  Protocol  and Good Clinical Practices (GCP)
     guidelines  and Federal Regulations; to ensure integrity of scientific
     data;  to  determine  that  the  rights  and welfare of human research
     subjects  are  being  or have been adequately protected; and to ensure
     that  PPD  Pharmaco  and  the Sponsor have monitored the trial site in
     accordance  with  GCPs,  Federal  Regulations,  and standard operating
     procedures.    Trial  site  selection  will  be based on several Study
     variables:   sites  with  high  or  rapid  enrollment,  sites  with  a
     significant  number  of  Protocol  violations,  sites  with a frequent
     change  in  Study  personnel,  or  sites  with noticeably better/worse
     efficacy  and  safety  data compared to other investigators within the
     Study.    Normally,  10%  to  20%  of  trial  sites participating in a
     clinical Study are audited to ensure general regulatory compliance.
<PAGE>
     Each  trial  site audit will involve an audit of the following: a 100%
     review  of  regulatory documents; a 100% review of all signed informed
     consents;  a 100% review of investigational material accountability; a
     100% review of reported serious adverse events; an investigator and/or
     Study   coordinator  interview;  facilities  inspection;  and  a  100%
     revalidation  of subject source documentation to case report forms for
     15%  to 25% of the subjects enrolled at a site.  The number of subject
     records reviewed at each trial site will depend upon the completion of
     case report forms at the time of the audit.

     Clinical/Statistical Reports

  *    Integrated Clinical and Statistical Reports

    PPD  Pharmaco will write a complete Integrated Clinical and Statistical
    Report  (ICSR) for the Study, in accordance with Sponsor specifications
    and  current ICH guidelines.  In initial preparation of the ICSR, prior
    to  completion of the final analyses, PPD Pharmaco will create a report
    shell  using  the  Study  Protocol  and  records of Study conduct.  The
    Sponsor has the option to review and approve the shell.  When the final
    analysis  results  are  available,  PPD  Pharmaco  project  management,
    medical  writers, biostatisticians, therapeutic experts and the Sponsor
    will  interact to discuss the interpretation of the data and to develop
    the  discussion  section  of  the  ICSR.    The  results  will  then be
    incorporated  into  the  shell  and  PPD  Pharmaco will provide a draft
    report for review by the Sponsor.  

    Following review by the Sponsor, a round table discussion of the report
    may  be  held.   The goal of the round table is to achieve consensus on
    and  ensure  a  complete  understanding  of  Sponsor  comments prior to
    finalization of the ICSR.  If a round table discussion is not held, the
    Sponsor  must  provide  only  one  set  of comments to PPD Pharmaco for
    incorporation into the final ICSR.  When the round table discussion has
    concluded, or when Sponsor comments have been received by PPD Pharmaco,
    the  final  version  of the ICSR will be generated and submitted to the
    Sponsor for approval.

    All  ICSRs  written  by  PPD  Pharmaco will undergo a complete internal
    review  by a Quality Control Coordinator, the project statistician, the
    project manager, the project physician, and a Quality Assurance Auditor
    prior  to release to the Sponsor.  This review will consist of a review
    of  format  against the Sponsor style guide, verification of compliance
    with  ICH  guidelines,  a  100% comparison of data, both tabular and in
    text,  against  listings and tables, and a medical/scientific review of
    data interpretation.

    One  draft  of  the ICSR will  be provided  to the  Sponsor  for review
    and  comment.   Additional review  cycles  will  result  in  delays  in
    finalization  and  increased  costs. Review of the draft by the Sponsor
    should  not  exceed  two weeks  time.  Any time beyond this period will
    result in an equal delay in finalization of the report.
<PAGE>
  Safety

  *      Serious Adverse Event Reporting and Monitoring

     Investigative  sites  will  report  all  serious adverse events (SAEs)
     directly  to  PPD  Pharmaco.  PPD Pharmaco will ensure that each event
     has  been  properly  recorded on the SAE form. Once initial review has
     been  completed,  PPD  Pharmaco will fax the SAE report to Carrington.
     The procedure should be completed within one working day of receipt of
     an SAE report.

    It  is  understood  that  Carrington's medical monitors will review all
    SAEs  and  determine causality.  PPD Pharmaco's Medical Monitor will be
    responsible  for reviewing the SAE report for accuracy and completeness
    and for answering routine clinical questions.

    PPD  Pharmaco's  MA/PVG group will be responsible for preparing patient
    SAE narratives for IND Safety Report. All patient narratives will be in
    a  format acceptable to both PPD Pharmaco and Carrington. It is assumed
    that  narratives  will  undergo  only  one  review cycle by Carrington.
    Carrington  will be billed for this activity based on the actual number
    of SAE narratives completed.

<PAGE>
    PROJECT BUDGET

                 BUDGET SUMMARY FOR Carrington PROTOCOL 9084:

  TASK                                    
  1.  Clinical***                         1,212,061               
  2.  Data Management                       164,335                 
  3.  Biostats*                              93,447                  
  4.  Medical Writing                        40,731                  
  5.  Regulatory: File & Site Audits         84,203                  
  6.  Medical Monitoring 7.                  46,207                  
      SAE Narratives will be separately
      invoiced at the rate of $875.00 each
  7.  IS Support                             17,707                  
                                                              
  Total Direct Costs                     $1,658,690              
                                                                  
      Investigator Meeting Preparation      153,000                 
      Investigator Grants**                 773,640                 
      IRB Reimbursement                      18,850                  
      Central Labs                           29,921                  
      Travel - Monitoring                   415,833                 
      Travel - Site Audits                    6,152                   
      CRF Printing and Shipping               5,459                   
      Miscellaneous                             431                     
                                                                  
  Total Indirect Costs                   $1,403,287              
                                                                  
  Project Grand Total                    $3,061,977              
                                                                  

  *    Additional  unique  tables  or figures will be provided at a cost of
       $2,000  per table or figure and additional listings or repeat tables
       or repeat figure will be provided at a cost of $1,000 each.
  **   Sponsor  will  be  billed  an  additional  $1,448 for each screening
       failure.
  ***  Figure  includes additional labor expenses incurred due to the delay
       in the availability of drug.