SALES DISTRIBUTION AGREEMENT


         THIS AGREEMENT ("Agreement") is made and entered into as of the
   Effective Date (as defined below), by and between CARRINGTON
   LABORATORIES, INC., a Texas corporation having its registered office in
   Dallas, Texas, and CARRINGTON LABORATORIES BELGIUM N.V., a Belgium
   corporation having its registered office in Waasmunster, Belgium,
   jointly (together hereinafter referred to as  Carrington )  and
   RECORDATI, S.P.A., an Italian corporation having its registered office
   located at Via M Civitali, 1, 20148 Milano, Italia (hereinafter
   referred to as "Recordati").


                            W I T N E S S E T H :


         WHEREAS, Carrington is engaged in the business of developing,
   manufacturing, selling and distributing certain medical devices and is
   desirous of establishing a competent and exclusive marketing and
   distribution source for sales of such products in Italy (defined in
   Article 1 hereof as the Territory); and

         WHEREAS, Recordati is desirous of marketing and distributing such
   products in the Territory, represents that it has experience in
   obtaining registration of pharmaceuticals and other healthcare related
   products in the Territory, is well introduced on the market, is willing
   and able to provide a competent distribution organization in the
   Territory, and Recordati desires to be Carrington's exclusive
   distributor for such products in the Territory;

         NOW, THEREFORE, the Parties hereto, in consideration of the
   premises and mutual covenants and undertakings herein contained, agree
   as follows:

   Article 1.  Definitions

         1.1   As used in this Agreement, the following terms shall have
   the meanings specified in this Article 1.1:

         (a)   "Effective Date" shall mean the date of last signature of
               the Parties hereto.

         (b)    Governmental Authorities  shall mean any and all
               appropriate authorities, including but not limited to,
               governmental, regulatory, legislative, and health
               authorities.

         (c)   "Italian Registration" shall mean the notification by
               Recordati to the appropriate Italian Governmental
               Authorities of the grant of the Registration, and any other
               official approval, authorization or recordation necessary
               for the lawful marketing of the Products in the Territory.
<PAGE>

         (d)    Know-how  shall mean Carrington's secret and substantial
               technical, clinical and scientific information,
               manufacturing processes and procedures, testing methods,
               and controls regarding the Products, which may be
               necessary, useful or advisable to enable Recordati to
               obtain the Italian Registration and to promote, distribute,
               market and sell the Products in the Territory, and as is or
               will be specified in the Registration documentation which
               Carrington has delivered or will deliver to Recordati after
               the Effective Date and during the term of this Agreement.

         (e)    Parties  shall mean Carrington, as defined above,  and
               Recordati and  Party  shall mean either of them as the
               context indicates.

         (f)   "Products" shall mean the wound, oral, and skin care
               products manufactured by or for Carrington set forth on
               Exhibit A hereto.  No Product shall be added or
               discontinued with respect to Exhibit A without Recordati's
               approval, excepting (i) Products which Carrington
               discontinues worldwide and (ii) Products which experience
               material, adverse regulatory complications, including but
               not limited to government required changes in manufacturing
               or packaging requirements, additional clinical trials or
               studies, or Product reformulation.  Carrington will provide
               a ninety (90) day notice to Recordati of its intent to add
               Products to Exhibit A and not less than twelve (12) months
               notice of its intent to discontinue Products.  If Recordati
               does not respond to such notice of intention within said
               period, then said intention shall be automatically deemed
               approved by Recordati.

         (g)   "Registration" shall mean the granting of the CE mark to
               the Products, in accordance with the relevant requirements
               of Council Directive 93/42/EEC of June 14, 1993 concerning
               medical devices, by the competent authorities of the United
               Kingdom or any other European Member State.

         (h)   "Territory" shall mean the following country:  Italy,
               including Vatican City and the State of San Marino.

         (i)    Trademarks  shall mean all mutually agreed upon Carrington
               Trademarks, trade names, service marks, logos and
               derivatives thereof relating to the Products.

         (j)    Trade name  shall mean Recordati s company name.
<PAGE>
   Article 2.  Appointment
         
         2.1   Subject to the terms and conditions of this Agreement,
   Carrington hereby appoints Recordati as Carrington's exclusive sales
   distributor in the Territory for the promotion, distribution, marketing
   and sale of the Products under the Trademarks and Recordati's Trade
   name, and Recordati hereby accepts such appointment.  As the exclusive
   sales distributor in the Territory, Recordati shall, subject to the
   terms and conditions of this Agreement, have the right to obtain the
   Italian Registration and to promote, distribute, market  and sell the
   Products in the Territory on an exclusive basis.  Recordati shall not
   solicit orders from third parties outside the Territory.

         2.2   As consideration for Recordati's appointment as the
   exclusive sales distributor for the Products in the Territory,
   Recordati hereby agrees to pay to Carrington the sum of $300,000.00
   U.S. as follows:

         (a)   $100,000.00 U.S. within thirty (30) days of the Effective
               Date;

         (b)   $100,000.00 U.S. within thirty (30) days of the approval of
               the Registration; and,

         (c)   $100,000.00 U.S. within thirty (30) days of the initial
               launch of the Products in the Territory.

         If the Registration of the Products does not occur within
   eighteen (18) months after submission of the relevant filing to the
   United Kingdom Governmental Authorities or any other mutually agreed
   upon authority or if Recordati is not allowed to promote, distribute,
   market and sell the Products by the Italian Governmental Authorities
   within twelve (12) months of Recordati s notification to the Italian
   Governmental Authorities, then Carrington shall refund the amount
   actually paid by Recordati to Carrington.  No refund shall be required
   by Carrington, however, if the Italian Governmental Authorities
   disapprove of Registration as a result of Recordati s negligence or
   willful intent or omission.

         2.3   Carrington will provide Recordati with training and support
   of manufacturing or marketing personnel, if necessary.  In the event
   Recordati requires such training and support, and such assistance by
   Carrington requires travel to Recordati's facilities in Milan, Italy or
   such other mutually agreed upon location,  Recordati agrees to be
   solely responsible for and cover all of Carrington s reasonable direct
   expenses for such travel, training and support.
<PAGE>
         2.4   In a manner reasonably satisfactory to Carrington, and at
   Recordati's sole expense, Recordati agrees to (a) make and maintain all
   declarations, filings, and the Italian Registration with, and obtain
   all approvals and authorizations from, Governmental Authorities in the
   Territory required to be made or obtained in connection with the
   promotion, marketing, sale or distribution of the Products, (b) devote
   its reasonable efforts to the diligent promotion, marketing, sale and
   distribution of the Products in the Territory, (c) provide and maintain
   a competent 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,
   if Carrington does not hold them, upon termination of Agreement.

         2.5   The Parties agree to use their reasonable efforts to
   negotiate manufacturing rights for certain Products in the Territory;
   provided, however, that all applicable regulatory, quality control,
   quality assurance, licenses, confidentiality and business terms and
   conditions can be mutually agreed upon by the Parties.

         2.6   During the term of this Agreement, Recordati shall be
   considered an independent contractor and shall not be considered a
   partner, employee, agent or servant of Carrington.  As such, Recordati
   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 distributor and independent contractor.

         2.7   Nothing in this Agreement shall be construed as giving
   Recordati any right to use or otherwise deal with the Know-how for
   purposes other than those expressly provided for in this Agreement
   during the term of this Agreement.

         2.8   Recordati shall promptly inform Carrington of any
   misappropriation of the Know-how which comes to its attention.  After
   having discussed such situation with Recordati, Carrington shall have
   sole and absolute discretion to take such action as it deems
   appropriate and Recordati, at its own cost but subject to reimbursement
   by Carrington of its out-of-pocket expenses, shall assist Carrington in
   taking legal action, if deemed necessary, against such
   misappropriation.

         2.9   Unless otherwise stated in this Agreement, costs and
   expenses connected with Recordati s activities or performance under
   this Agreement are to be borne solely by Recordati.

   Article 3.  Certain Performance Requirements

         3.1   Recordati agrees to promote and market the Products only to
   customers and potential customers within the Territory for ultimate use
   within the Territory.  Recordati shall not, under any circumstances,
   either directly or indirectly through third parties, (i) promote or
   market Products within or to, or for ultimate use within, the United
   States or any place outside the Territory, or (ii) establish any branch
   or warehouse for the distribution or sale of the Products outside the
   Territory.
<PAGE>
      3.2   In order to assure Carrington that Recordati is in
   compliance with Article 3.1, Recordati agrees that:

         (a)   Recordati shall send to Carrington quarterly sales reports
               which set forth the number of units and sizes of each
               Product sold; the number of units of free medical samples
               distributed, and to whom, if any,  such Products were sold
               and/or distributed outside the Territory during such
               quarter; and

         (b)   Recordati shall send to Carrington quarterly inventory
               reports of the Products.

         (c)   Recordati shall send a forecast of anticipated annual sales
               for the upcoming year by no later than December 1, of the
               preceding year.

         3.3   Recordati shall promptly provide Carrington with written
   reports of any importation or sale of any of the Products in the
   Territory of which Recordati 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   Recordati shall maintain a sufficient inventory of Products
   to assure an adequate supply of Products to serve all its market
   segments.  Recordati 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
   Recordati s facilities shall be subject to inspection by Carrington or
   its agents upon five (5) business days written notice and not more than
   once in any twelve (12) month period.

         3.5   Recordati 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 Recordati of Products.  Upon
   written request from Recordati, Carrington shall provide Recordati 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.

         3.6   All Products shall be labeled, advertised, marketed, sold
   and distributed by Recordati in compliance the Italian Registration and
   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.  Recordati 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, and (ii) any additional inserts in the
   general packaging.  The Parties shall agree on minimum production runs
   for such custom labels.
   
         3.7   Save as provided in Article 3.6, Recordati shall not make
   any alterations or permit any alterations to be made to the Products.
<PAGE>
         3.8   Recordati shall assume all responsibility for and at all
   times comply with all applicable laws, regulations and requirements
   concerning the Registration and the Italian Registration, inventory,
   use, promotion, distribution and sale of the Products in the Territory.

         3.9   Recordati 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  Recordati shall not use any packaging, label, advertisement
   or marketing material on or with respect to or relating to any Product
   unless such packaging, label, advertisement or marketing material has
   first been submitted to and approved by Carrington in writing. 
   Approval by Carrington shall be deemed granted if no response is
   received from Carrington within thirty (30) days from Recordati s
   submission.

         3.11  Recordati will actively and aggressively promote, develop
   demand for and maximize the sale of the Products to all customers and
   potential customers within the Territory.  Recordati 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
   product.

   Article 4   Registration of Products

         4.1   It being understood that Carrington shall file for
   Registration within three (3) months from the Effective Date and shall
   supply Recordati with a copy of the Registration dossier and that
   Registration is a prerequisite to obtaining the Italian Registration
   and to the lawful sale of the Products in the Territory, Carrington
   hereby agrees to supply Recordati, promptly after the execution of this
   Agreement, with any Know-how or relevant documentation necessary for
   preparing the Italian Registration dossier to be submitted to the
   applicable Governmental Authorities of the Territory.

         4.2   It shall be the responsibility of Recordati, at its sole
   expense, to apply for, obtain and maintain the Italian Registration. 
   Subject to having obtained the prior approval of Carrington and
   subsequent to Registration, Recordati shall notify the grant of the
   Registration to all applicable Governmental Authorities in the
   Territory, and said notification shall be in the name of Carrington,
   with Recordati being named as Products distributor for the Territory. 
   Recordati 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 Recordati has received the Know-how and the
   Registration dossiers from Carrington, Recordati shall prepare, at its
   sole expense, the Italian Registration dossier and notification and any
   translation which may be required by the applicable authorities of the
   Territory.  Recordati shall promptly supply Carrington with a copy of
   the said Italian Registration dossier and submission  and Carrington
   shall be entitled to a free and unrestrained use of the same outside
   the Territory.
<PAGE>
         4.4   Subject to having obtained Carrington's written approval of
   all such documentation and any subsequent amendments thereto, Recordati
   shall, as soon as possible and in any case within sixty (60) days of
   Carrington's approval, submit the Italian Registration to the
   appropriate authorities of the Territory.

         4.5   Recordati shall copy and keep Carrington fully and timely
   informed, throughout the term of this Agreement, of all material
   communications sent to or received from all applicable authorities,
   including the health authorities, of the Territory concerning the
   Products.

         4.6   Carrington makes no warranty that the supplied Know-how
   will necessarily result in the grant of the Italian Registration and
   Recordati shall have no claim against Carrington arising out of any
   delay or refusal by the authorities to issue the Italian Registration,
   other than the refund stated in Article 2.2.

         4.7   Recognizing the importance of sampling to the success of a
   product launch, upon Registration approval, the parties shall meet in
   good faith to discuss the sampling budget required for the first year.

   Article 5.  Sale of Products by Carrington to Recordati

         5.1a  Subject to the terms and conditions of this Agreement,
   including specifically Article 5.6 hereof, Carrington shall sell to
   Recordati and Recordati agrees to purchase from Carrington the Products
   in finished packaged form ready for sale at a specified price for each
   of the Products (the "Contract Prices").  For orders placed by
   Recordati during the first two 12-month periods 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 90 days
   prior to the end of each 12-month period of the term of this Agreement,
   (a) Recordati shall provide in writing to Carrington a purchase
   forecast for the following 12-month period, and (b) at least 90 days
   prior to the end of the second of the two 12 month periods aforesaid,
   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.  Not more than once during any twelve (12) month
   period following the first  two 12-month periods, Carrington reserves
   the right to change its Contract Price for each Product, only as
   permitted in this Article and in Article 5.1b below.  Notwithstanding
   the foregoing, the adjustment of Contract Prices shall in no event
   exceed the annual increase in the Producers Price Index, Drugs and
   Pharmaceuticals, subdivision code 063 issued by the U.S. Department of
   Commerce.  Any change of the Contract Prices and/or adjustment thereto
   shall apply on a Product by Product basis commencing as each individual
   Product is launched.

         5.1b  In the event that the specified index is discontinued or in
   the event the basis of its calculation is modified, a comparable index
   mutually agreed upon shall be applied.  Should the applicable index not
   be available when needed, an estimate of the missing index shall be
   made.  In such case, a recalculation of the Contract Prices shall be
   made when the applicable index is available and an adjustment shall be
   included in the next invoice submitted to Recordati.
<PAGE>
         The above applies as long as the Products are sold as a medical
   device.  If new material claims or a new classification occurs and such
   claims or classification result in a material change to the end-user
   purchase price for the Products, then the Contract Prices shall be
   renegotiated without the limitation stated above.

         Further, if Recordati increases its selling prices greater than
   the increase in the margin of the above-stated index calculation,
   Carrington and Recordati shall agree upon a similar percentage increase
   in the Contract Prices.  If for any reason, Carrington's Product costs
   become higher than the index permits, the Parties shall attempt to
   mutually agree on a change to the Contract Prices.  If the Parties fail
   to agree upon a change to the Contract Prices in this instance, then
   said issue may be submitted for arbitration; provided, however, until
   such arbitration is completed, Carrington shall not be required to sell
   any Product at a loss.

         5.2   As consideration for its appointment as the exclusive sales
   distributor entitled to a Product discount, Recordati agrees to
   purchase from Carrington, during each 12-month period of the term of
   this Agreement, commencing with the 12-month period beginning on the
   second anniversary of the Effective Date through and ending on the
   expiry of the initial term of this Agreement at the Contract Prices, a
   specified minimum aggregate dollar amount (based on the Contract
   Prices) of the Products (the "Specified Minimum Purchase Amount").  The
   first two 12-month periods of the term of this Agreement shall be
   considered benchmark years and there shall be no Specified Minimum
   Purchase Amount.  The Specified Minimum Purchase Amounts for each
   subsequent 12-month period shall correspond to fifty (50%) percent of
   Recordati s sales forecast for each of the following 12-month periods.

         5.3   Recordati shall order Products by submitting a purchase
   order to Carrington describing the type and quantity of the Products to
   be purchased.  All purchases shall be spaced in a reasonable manner in
   agreed upon volumes.  Purchase orders exceeding the most recent
   
   purchase forecast by more than 120% are subject to acceptance by
   Carrington.  Carrington will invoice Recordati upon delivery of the
   Products.  Unless otherwise agreed, Recordati shall pay all invoices in
   full within sixty (60) days of the date of invoice.  Recordati shall be
   solely responsible for all costs in connection with affecting payments. 
   All sales and payments shall be made in the State of Texas.

         5.4   Carrington shall not be obligated to deliver Products to
   Recordati at any time when payment of an amount owed by Recordati is
   more than 30 days overdue or when Recordati is otherwise in material
   breach of this Agreement.
<PAGE>
         5.5   All deliveries shall be initiated by a purchase order. 
   Product delivery 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.  Recordati will issue to Carrington on a monthly basis, a
   twelve (12) month rolling forecast so that Carrington may incorporate
   said forecasts into its planning system.  The triggering document for
   roduction activities is, however, the purchase order, as stated above. 
   Carrington will guarantee delivery dates for Product quantities that
   vary up to 20% above the last monthly rolling forecast issued prior to
   the purchase order placed by Recordati.  Variation above 20% shall be
   discussed between the Parties and Carrington will use its best efforts
   to maintain delivery dates requested by Recordati.

         5.6   All deliveries of Products will be packaged in accordance
   with the requirements of the Registration and using Carrington's
   standard packaging procedures.  Recordati shall supply Carrington with
   labeling masters, instructions and specifications for labeling and
   packaging of the Products.  All packaging and labeling shall be in the
   Italian language only and sold under the Recordati Trade name. 
   Carrington shall supply to Recordati a written statement of
   manufacturing, processing and/or packaging procedures, quality control
   procedures and methods of analysis together with samples from each
   batch of Products supplied.  Recordati shall perform analyses on such
   samples and send its approval of such batch of Products to Carrington
   within forty five (45) days from delivery.  If any batch fails to
   conform to the specifications therefor then Recordati shall promptly
   notify Carrington in writing together with copies of its quality
   control results from testing such samples.  If Carrington does not
   accept Recordati s evaluation thereof after re-analyzing the relevant
   batch then the Parties shall nominate an independent, reputable
   laboratory acceptable to both for determination as to whether or not
   such batch fails to conform to the specifications therefor.  All
   Contract Prices are F.C.A. (Incoterms, 1990) Carrington's facility,
   Irving, Texas.  Ownership of and title to Products and all risks of
   loss with respect thereto shall pass to Recordati upon delivery of such
   Products by Carrington.

         5.7   Carrington shall use its reasonable best efforts to ensure
   availability of all Products ordered by Recordati under this Agreement. 
   However, if necessary in the best judgment of Carrington, Carrington
   may allocate its available supply of Products among all its customers,
   distributors or other purchasers, including Recordati, 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 provided that Carrington shall continue to supply Recordati
   with a minimum of seventy five percent (75%) of its forecasted
   requirements.
<PAGE>
         5.8   Liability and Indemnification:  Carrington accepts
   liability for defective Products and agrees to replace such defective
   Products should they occur with new Products.  Carrington warrants that
   upon delivery by Carrington the finished Products will comply with all
   Product specifications as set forth in the Registration.  Except as
   warranted aforesaid or 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 delivery to Recordati
   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. 
   Recordati 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.

         RECORDATI'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
   RECORDATI'S OPTION.  SUBJECT TO THE PROVISIONS OF THIS ARTICLE 5.8,
   CARRINGTON SHALL HAVE NO OTHER OBLIGATION OR LIABILITY FOR DAMAGES TO
   RECORDATI 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.

         RECORDATI SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS CARRINGTON
   AND CARRINGTON S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
   FROM AND AGAINST ALL CLAIMS, LIABILITIES, DEMANDS, DAMAGES, EXPENSES
   AND LOSSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING
   OUT OF OR CONNECTED WITH (i) RECORDATI'S NEGLIGENT ACTS OR OMISSIONS IN
   RELATION TO THE HANDLING OR STORAGE OF THE PRODUCTS, (ii) ANY BREACH BY
   RECORDATI OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS UNDER
   THIS AGREEMENT, OR (iii) ANY ACTS OR OMISSIONS ON THE PART OF RECORDATI
   OR ITS AGENTS, SERVANTS OR EMPLOYEES WHICH ARE OUTSIDE OR BEYOND
   RECORDATI'S AUTHORIZATION GRANTED HEREIN.
  
         CARRINGTON SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS RECORDATI
   AND RECORDATI'S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
   FROM AND AGAINST ALL CLAIMS, LIABILITIES, DEMANDS, DAMAGES, EXPENSES
   AND LOSSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING
   OUT OF OR CONNECTED WITH ANY (i) THIRD PARTY PRODUCT LIABILITY CLAIM
   ARISING FROM AN INHERENT DEFECT IN THE PRODUCTS (I.E. WHICH OCCURS OR
   ARISES THROUGH NO NEGLIGENCE OF RECORDATI S OR THE ABOVE-REFERENCED
   ASSOCIATES THEREOF), (ii) INFRINGEMENT OF THIRD PARTIES INTELLECTUAL
   PROPERTY RIGHTS IN CONNECTION WITH THE MANUFACTURE, USE AND/OR SALE OF
   THE PRODUCTS IN THE TERRITORY IN ACCORDANCE WITH THE TERMS OF THE
   AGREEMENT, (iii) WILFUL ACTS OR OMISSIONS OR NEGLIGENCE OF CARRINGTON,
   AND (iv)  USE, SALE OR DISPOSITION OF THE PRODUCTS.
<PAGE>
         IN NO EVENT SHALL ANY PARTY OR ITS AFFILIATES BE LIABLE TO THE
   OTHER PARTY FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
   WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO
   NEGLIGENCE, FAILURE TO WARN OR FAILURE TO TEST), STRICT LIABILITY OR
   OTHERWISE, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE,
   LOSS OF USE OF THE PRODUCT.

         5.9   Adverse Events.  Each Party shall:

               (a)   inform the other Party in writing in English of any
                     serious (i.e. fatal, life threatening,
                     causing/prolonging hospitalization, causing
                     severe/permanent disability, or related to cancer,
                     congenital anomaly or overdose) or unexpected adverse
                     event concerning the active ingredient or the
                     Products.  Carrington shall report serious or
                     unexpected adverse events to Recordati in standard
                     CIOMS format within twenty-four (24) hours of such
                     event coming to its knowledge and shall co-operate
                     with Recordati in providing any additional
                     information required by Recordati and technical
                     support to Recordati (i.e. a copy of the original
                     documentation, direct contact with the physician or
                     other person who generated the Adverse Event Alert).

                     Recordati shall notify Carrington of any serious or
                     unexpected adverse events in standard CIOMS format as
                     soon as consistent information on any such adverse
                     event is collected.  In addition, promptly following
                     such written notification the notifying Party shall
                     submit all further details which come to its
                     knowledge with respect to such events;

               (b)   no later than June 30 and December 31 of each year,
                     inform the other Party in writing of any adverse
                     events other than those refereed to in Article 5.9(a)
                     that have occurred during the preceding six (6) month
                     period;
               
               (c)   be responsible for notifying events reported to it
                     under this Article to the governmental authorities in
                     accordance with the legal requirements applying in
                     the Parties  respective territories; and

               (d)   provide to the other Party the name of an appointed
                     representative ("the Representative") to whom all
                     adverse event information set forth above shall be
                     addressed.

   In the event of termination or expiration of this Agreement, each
   Party s adverse event reporting obligations shall continue for a period
   of twelve (12) months after such termination or expiration.

         5.10  Credits for defective Products to Recordati shall include
   importation and shipment expenses and will be calculated by Carrington
   based on the original Contract Prices of the Products returned, whether
   identified by lot number or another method.  Carrington shall provide
   Recordati with a copy of its liability Insurance Certificate and shall
   include Recordati thereunder.
<PAGE>
         5.11  For purposes of clarification, all references herein to
   Carrington shall include both Carrington Laboratories, Inc. and
   Carrington Laboratories Belgium, N.V., and each shall be jointly and
   severally liable regarding all of Carrington's obligations under this
   Agreement.

   Article 6.  Term and Termination

         6.1   The term of this Agreement shall be for an initial term of
   ten (10) years from the effective date of Registration of the Products. 
   After such term, this Agreement shall be automatically renewed for a
   two year term unless either Party gives the other notice to terminate
   the Agreement at least six months prior to the end of the initial term
   hereof.  Notwithstanding the foregoing, this Agreement may be
   terminated earlier in accordance with the provisions of this Article 6
   or as expressly provided elsewhere in this Agreement.

         6.2a  Either Party shall have the right to terminate this
   Agreement if the other Party fails to perform or breaches, in any
   material respect, the terms or provisions of this Agreement without
   remedying the same within sixty (60) days of being notified of such
   failure to perform or material breach.  Without limiting the events
   which shall be deemed to constitute a breach or material breach of this
   Agreement by Recordati, Recordati understands and agrees that it shall
   be in material breach of this Agreement, and Carrington subject to the
   aforesaid shall have the right to terminate this Agreement under this
   Article 6.2a, if:

               (i)   Recordati fails or refuses to pay to Carrington any
         sum when due; or
         
               (ii)  Recordati breaches any provision of Article 2.2, 3.4,
         4, 5.3, 5.8, 7 or 8.

         6.2b  In the event, Recordati fails to purchase the Specified
   Minimum Purchase Amounts of Product for any required period other than
   a result of Carrington's failure to supply the Products, Carrington
   shall have the option on sixty (60) days notice to convert the
   Agreement from an exclusive to a semi-exclusive status; i.e.,
   Carrington shall be permitted to appoint one (1) other distributor, in
   addition to Recordati, to promote and market the Products in the
   Territory under their separate, respective trademarks.

         6.3   Each Party shall have the right to terminate this Agreement
   in the event that the other Party shall become insolvent, or if there
   is instituted by or against the other Party procedures in bankruptcy,
   or under insolvency laws or for reorganization, receivership or
   dissolution, or if the other Party is acquired by another company. 
   Additionally, Carrington shall have the right to terminate this
   Agreement if Recordati acquires another company which manufactures,
   sells or distributes competing wound care products, unless Recordati
   (i) continues to satisfy the Specified Minimum Purchase Amount
   requirements and (ii) provides Carrington ninety (90) days notice of
   such acquisition.
<PAGE>
         6.4   During the one-year period following termination of this
   Agreement, any inventory of Products held by Recordati at the
   termination of this Agreement may be sold by Recordati 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 Recordati'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 Recordati, plus importation and shipping costs.

         6.5   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,
   5.9, 6.4, 7, 8, 13 and 16 and the rights and obligations of the Parties
   thereunder shall survive the termination of this Agreement.

   Article 7.  Trademarks and Patents

         7.1   The Trademarks and all patents, Know-how, and other
   intellectual property 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 and Recordati s Trade name. 
   Carrington hereby grants Recordati an exclusive license to use the
   Trademarks for the sole purpose of performing its obligations under
   this Agreement.  Carrington may, upon mutual consent with Recordati,
   modify or discontinue the use of any Trademark and/or use one or more
   additional or substitute marks or names, and Recordati shall be
   obligated to do the same.

         7.2   The Trademarks shall appear on all Product packaging,
   labels, and inserts and other materials which Recordati 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 by Recordati of the Trademarks in any packaging,
   inserts, labels, or promotional or other materials relating to the
   Products prior to Recordati s actual use thereof.  Carrington's right
   of approval thereof shall be exercised within thirty (30) days from
   receipt of Recordati s proposal.  Approval shall be deemed granted if
   Carrington does not respond by the end of said period.

         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.  The Trademarks shall always be used together with the sign
   [R] or the sign [TM].  Recordati 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, Recordati 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. 
   <PAGE>
         7.4   Except as provided in Article 6.4, in the event of the
   termination of this Agreement for any reason, Recordati's right to use
   the Trademarks shall cease, and Recordati shall cease using such
   Trademarks at such time as Recordati's inventory of Products has been
   sold.  Recordati shall, as soon as it is reasonably possible, remove
   all Trademarks which appear on or about the premises of the office(s)
   of Recordati and any of the advertising of Recordati used in connection
   with the Products.

         7.5   In the event of a breach or threatened breach by Recordati
   of the provisions of this Article 7, Carrington shall be entitled to
   apply for 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
   Recordati.

         7.6   In the event that Recordati becomes aware of any
   infringement of, or challenge to, Recordati s use of any of the
   Trademarks or any Carrington patent on the Products Recordati is
   obligated to notify Carrington immediately.  Carrington and Recordati
   shall investigate any alleged violation and, if necessary, Carrington
   will within sixty (60) days of receipt of such notification take
   appropriate legal action to resolve the issue and to prevent other
   competitors from infringing on said intellectual property rights within
   the Territory.  In any event, Carrington shall have sole and absolute
   discretion to take such action as it deems appropriate.  In the event
   that Carrington determines not to take any action or fails to take any
   action within the sixty (60) days aforesaid, then Recordati shall have
   the right to take such action as it sees fit; using Carrington's name,
   if necessary, and Carrington shall provide Recordati with all
   reasonable assistance in connection therewith.

         7.7   Should for some reason the Trademark be prevented from
   being used in any part or whole of the Territory, the Parties shall
   consult as to a suitable other trademark (which trademark shall be also
   defined as  Trademark  for purposes of this Agreement) owned by
   Carrington or to be transferred from Recordati 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 Recordati in the
   Territory.

   Article 8.  Confidential Information

         8.1   Recordati recognizes and acknowledges that Recordati will
   have access to confidential information and trade secrets, including
   "Know-how", of Carrington and other entities doing business with
   Carrington relating to research, development, manufacturing, marketing,
   financial and other business-related activities ("Confidential
   Information").  Such Confidential Information constitutes valuable,
<PAGE>
   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, Recordati shall not, during and after the term
   of this Agreement, make any use of such Confidential Information, or
   disclose any of such Confidential Information to any person or firm,
   corporation, association or other entity, for any reason or purpose
   whatsoever, except as specifically allowed in writing by an authorized
   representative of Carrington.  In the event of a breach or threatened
   breach by Recordati of the provisions of this Article 8, Carrington
   shall be entitled to apply for an injunction restraining Recordati 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 Recordati.  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 Recordati becomes available
   or known to the public thereafter due to no fault of Recordati or is
   received by Recordati from a third party not bound by an obligation of
   confidentiality in connection therewith.

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

         8.3   Carrington undertakes obligations of confidentiality and
   non-use in terms identical to those given by Recordati in Article 8.1
   in relation to any confidential business or other information supplied
   to Carrington hereunder.

   Article 9.  Force Majeure

         9.1   Neither Recordati nor Carrington shall have any liability
   hereunder if either is prevented from performing any of its obligations
   hereunder by reason of any factor beyond its control, including,
   without limitation, fire, explosion, accident, riot, flood, drought,
   storm, earthquake, lightning, frost, civil commotion, sabotage,
   vandalism, smoke, hail, embargo, act of God or the public enemy, other
   casualty, strike or lockout, or interference, prohibition or
   restriction imposed by any government or any officer or agent thereof
   ("Force Majeure"), and Recordati or Carrington's obligations, so far as
   may be necessary, shall be suspended during the period of such Force
   Majeure.  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 terminate this Agreement.

         9.2   The Parties agree that any obligation to pay money is never
   excused by Force Majeure.
   <PAGE>
   Article 10. Amendment

         10.1  No oral explanation or oral information by either Party
   hereto shall alter the meaning or interpretation of this Agreement.  No
   modification, alteration, addition or change in the terms hereof shall
   be binding on either Party hereto unless reduced to writing and
   executed by the duly authorized representative of each Party.

   Article 11. Entire Agreement

         11.1  Excepting the Confidential Disclosure Agreement dated June
   8, 1996, this Agreement represents the entire Agreement between the
   Parties and shall supersede any and all prior agreements,
   understandings, arrangements, promises,  representations, warranties,
   and/or any contracts of any form or nature whatsoever, whether oral or
   in writing and whether explicit or implicit, which may have been
   entered into prior to the execution hereof between the Parties, their
   officers, directors or employees as to the subject matter hereof. 
   Neither of the Parties hereto has relied upon any oral representation
   or oral information given to it by any representative of the other
   Party.

         11.2  Should any provision of this Agreement be rendered invalid
   or unenforceable, 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 Recordati hereunder shall be transferred or assigned by Recordati
   without the prior written consent of Carrington (such consent not to be
   unreasonably withheld or delayed), executed by a duly authorized
   officer of Carrington provided that Recordati shall be free to transfer
   or assign its rights or obligations hereunder to an affiliate.

   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 Recordati (Fax No. 972-518-1020).

         (b)   Recordati at: Recordati, Via M. Civitali, 1 - 20148 Milano,
               Italia, Attention VP and Director, Corporate Development or
               at such other address as Recordati shall have theretofore
               furnished in writing to Carrington.  (Fax No. 39 2 48 70 52
               23)
<PAGE>
   Article 15. Waiver

         15.1  Neither Recordati 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 Recordati'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 not having
   been resolved by the Parties within ninety (90) days of such dispute,
   controversy or claim having arising, 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 in London, England 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 the State of Texas, other than those laws that would refer the
   matter to another jurisdiction.

               A single arbitrator shall be appointed by unanimous consent
   of the Parties.  If the Parties cannot reach agreement on an arbitrator
   within 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. 
   Judgment upon the award rendered may be entered in any court having
   jurisdiction over the person or the assets of the Party owing the
   judgment or application may be made to such court for a judicial
   acceptance of the award and an order of enforcement, as the case may
   be.  Unless otherwise determined by the arbitrator, each Party involved
   in the arbitration shall bear the expense of its own counsel, experts
   and presentation of proof, and the expense of the arbitrator and the
   ICC (if any) shall be divided equally among the Parties to the
   arbitration.
<PAGE>
   Article 17  Interpretation

         17.1  The language of this Agreement is English.  No translation
   into any other language shall be taken into account in the
   interpretation of the Agreement itself.

         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.

   Article 18. Exhibits

         18.1  Any and all Exhibits referred to herein shall be considered
   an integral part of this Agreement.


         Article 19. Currency of Account

         19.1  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 Recordati 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 20. Binding Effect

         20.1  This Agreement shall inure to the benefit of and be binding
   upon the respective successors of the Parties.
<PAGE>
         IN WITNESS WHEREOF, the Parties hereto have executed this
   Agreement as of the day and year first below written.

                                      CARRINGTON LABORATORIES, INC.



                                      By:
                                      Name: 
                                      Title: 
                                      Date: 
 
                                      CARRINGTON LABORATORIES BELGIUM N.V.



                                      By:
                                      Name: 
                                      Title: 
                                      Date:

                                      RECORDATI INDUSTRIA CHIMICA &
                                      FARMACEUTICA S.P.A.
<PAGE>
      
   EXHIBIT A

   RECORDATI, S.P.A.
   Products & Contract Price
   December, 1996

    Product                                                   Contract
    No.       Product                                         Price
    -------   --------------------------------------------    ------------
              HYDROGEL WOUND DRESSINGS

    101002    Carrasyn  V Hydrogel                             $1.61/unit
              (1.0oz.Pouch) (Up to 200,000
              units)
    101002    Carrasyn  V Hydrogel (1.0 oz.                    $1.51/unit
              Pouch) (200,001 - 250,000
              units)

    101002    Carrasyn  V Hydrogel (1.0 oz.                    $1.45/unit
              Pouch) (250,001 - 300,000
              units)

    101002    Carrasyn  V Hydrogel (1.0 oz.                    $1.36/unit
              Pouch) (over 300,001 units)

    101023    Carrasyn  V Hydrogel Wound                       $4.25/unit
              Dressing, 3 oz. tube
    101017    CarraGauze  2" x 2" Pad (1                       $63.00/case
              pkg., 15 pkgs/bx., 6
              bxs./cs.) ($0.70 per unit)

    101015    CarraGauze  4" x 4" Pad (1                      $112.50/case
              pkg., 15 pkgs/bx., 6
              bxs./cs.) (Up to 150,000
              units $1.25 per unit)

              WOUND & SKIN CLEANSERS

    102060    CarraKlenz  Wound & Skin                        $2.97/bottle
              Cleanser (  6 oz. Pump)
    102062    CarraKlenz  Wound & Skin                        $3.97/bottle
              Cleanser (  8 oz. Pump)

    102160    CarraKlenz  Wound & Skin                        $6.07/bottle
              Cleanser (16 oz. Pump)
<PAGE>
    Product                                                   Contract
    No.       Product                                         Price
    -------   --------------------------------------------    ------------
              CALCIUM ALGINATES
              
    101032    CarraSorb  H Calcium Alginate                   $125.00/case
              Wound Dressing (2 x 2)
              10bxs./10ea., 10bxs./case
              ($1.25/unit)

    101033    CarraSorb  H Calcium Alginate                   $272.00/case
              Wound Dressing (4 x 4)
              10bxs./10ea., 10bxs./case
              ($2.72/unit)

              FREEZE-DRIED GELS
    101035    CarraSorb  M Freeze-Dried Gel                    $196.20/box
              Wound Dressing (4" diameter)
              15 ea./bx., 4 bxs./cs.
              ($3.27/unit)

              ORAL TECHNOLOGY

              The Carrington  Patch (6 per                    $0.75/sleeve
              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.