SALES DISTRIBUTION AGREEMENT


         THIS AGREEMENT ("Agreement") is made and entered into as of this
   4th day of December, 1996, by and between CARRINGTON LABORATORIES,
   INC., a Texas corporation ("Carrington"), and DARROW LABORATORIOS S/A,
   a Brazilian corporation ("Darrow").


                            W I T N E S S E T H :


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

         WHEREAS, Darrow is desirous of marketing and distributing such
   products in the Territory,  represents that it has experience in
   obtaining registration of medical devices in the Territory, is well
   introduced in the market, is willing and able to provide a competent
   marketing and distribution organization in the Territory, and Darrow
   desires to be Carrington's marketer, seller and distributor for such
   products in the Territory, as will have the option to locally fill and
   pack some of the Carrington's products, according to the conditions and
   restrictions stipulated in Article 3.7.

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

   Article 1.  Definitions

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

         (a)   "Products" shall mean the wound and skin care products
               manufactured by or for Carrington set forth on Exhibit A
               hereto.  Carrington will provide a ninety (90) day notice
               to Darrow on its intent to add or discontinue Products to
               Exhibit A.

         (b)   "Territory" shall mean the following countries: Brazil and
               the limited right of first refusal for specified Products
               listed on Exhibit A for the Mercosul countries:  Argentina,
               Uruguay, Paraguay and Chile.  Carrington shall present any
               offer it receives for any particular country and Products,
               and Darrow shall have thirty (30) days to meet or exceed
               that offer by sending a written acceptance to Carrington. 
               If Darrow is unable to respond accordingly, then that
               country and Products shall be free from any obligation to
               Darrow by Carrington.
<PAGE>
         (c)   "Parties" shall mean Carrington and Darrow and  Party 
               shall mean either of them as the context indicates.

         (d)   "Know-how" shall mean secret and proprietary technical and
               scientific information regarding the Products, which may be
               necessary, useful or advisable to enable Darrow to obtain
               the Registration of, promote, market and sell the Products
               in the Territory, and as is or will be specified in the
               documentation which Carrington has delivered or will
               deliver to Darrow prior to execution of this Agreement.
    
         (e)   "Registration" shall mean any official approval, or
               authorization, or licensing regarding the Products by all
               appropriate and competent authorities in the Territory,
               including, if applicable, the Products  selling prices and
               social security approvals, allowing the lawful marketing of
               the Products.

         (f)   "Trademarks" shall mean all Carrington Trademarks, trade
               names, service marks, logos and derivatives thereof
               relating to the Products.

   Article 2.  Appointment

         2.1   Subject to the terms and conditions of this Agreement,
   Carrington hereby appoints Darrow  as Carrington's marketer, sales
   distributor in the Territory for the sale of Products, and Darrow
   hereby accepts such appointment.  As marketer, sales distributor in the
   Territory, Darrow  shall, subject to the terms and conditions of this
   Agreement, have the right to sell Products in the Territory, but shall
   have no right to sell Products outside the Territory. 

         2.2   In a manner reasonably satisfactory to Carrington, and at
   Darrow's sole expense, Darrow agrees to (a) devote its best efforts to
   the diligent promotion, marketing, sale and distribution of the
   Products in the Territory, (b) provide and maintain a competent and
   aggressive organization for the promotion, marketing, sale and
   distribution of the Products in the Territory, (c) 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 (d) promptly
   assign back to Carrington any product Registrations in the Territory
   upon termination of Agreement.  Carrington agrees, at its sole expense,
   to direct Darrow to make and maintain all agreed upon declarations,
   filings, and Registrations with, and obtain all approvals and
   authorizations from, governmental and regulatory authorities required
   to be made or obtained in connection with the promotion, marketing,
   sale or distribution of the Products in the Territory.  Provided,
   however, Carrington at its sole option, has the absolute right to
   determine at any time that any such requirements mentioned above are
   uneconomic and not justified relative to the benefits Carrington
   anticipates receiving and, therefore, may not be required to accept
   further expenses.  For the first five years Carrington agrees to pay up
   to $10,000.00 for two products during the first five years for
   registration expenses for Products classified as "drugs" and up to
   $1,000.00 per product per five year period for products classified as
   medical devices.
<PAGE>
         2.3   During the term of this Agreement, Darrow shall be
   considered an independent contractor and shall not be considered a
   partner, employee, agent or servant of Carrington.  As such, Darrow has
   no authority of any nature whatsoever to bind Carrington or incur any
   liability for or on behalf of Carrington or to represent itself as
   anything other than a sales distributor and independent contractor. 
   Darrow agrees to make clear in all dealings with customers or
   prospective customers that it is acting as a distributor of the
   Products and not as an agent of Carrington.

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

         2.5   Darrow shall promptly inform Carrington of any
   misappropriation of the Know-how which comes to its attention.  After
   having dicsussed such situaiton with Darrow, Carrington shall have sole
   and absolute discretion to take such action as it deems appropriate and
   Darrow, at its sole expense, shall reasonably assist Carrington in
   taking legal action, if deemed necessary, against such
   misappropriation.  

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

   Article 3.  Certain Performance Requirements

         3.1   Darrow  agrees to promote, market, sell and distribute the
   Products only to customers and potential customers within the Territory
   for ultimate use within the Territory.  Darrow will not, under any
   circumstances, either directly or indirectly through third parties,
   promote, market, sell, or distribute Products within or to, or for
   ultimate use within, the United States or any place outside the
   Territory.

         3.2   In order to assure Carrington that Darrow is in compliance
   with Article 3.1, Darrow  agrees that:

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

         (c)   Carrington may mark for identification all Products sold by
               Carrington to Darrow  hereunder.

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

         3.5   Darrow 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 Darrow of Products.  Upon
   written request from Darrow, Carrington shall provide Darrow 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 packaged and delivered by Carrington
   to Darrow for a period of at least six (6) months after the execution
   of this Agreement, after which, Darrow may exercise its option to
   locally fill and pack some of the Products, subject to the requirements
   outlined in Article 3.7 of this Agreement.  All Products shall be
   labeled, advertised, marketed, sold and distributed by Darrow in
   compliance with the rules and regulations, as amended from time to
   time, of (i) all applicable governmental authorities within the
   Territory in which the Products are marketed and (ii) all other
   applicable laws, rules and regulations.  Darrow shall pay all increased
   expenses associated with (i) any requested alterations to the standard
   packaging and labeling costs of the Products which deviate from
   Carrington's standard packaging materials, designs, methods costs
   and/or procedures, (ii) any language modifications to the packaging or
   labeling and/or (iii) any additions to inserts in the general
   packaging.  The Parties shall agree on minimum production runs for such
   custom labels.

         3.7   Darrow has the option to fill and pack some of the Products
   in its manufacturing plant, provided Carrington's process and products
   specifications are met, the operation is in compliance with the
   required Good Manufacturing Practices and as per Carrington's periodic
   audits of Darrow's designated areas for the production, storage and
   distribution of such Products, quality systems and pertinent
   documentation as well as corroboration of assay and test results of
   packaging components and finished goods in periodic basis.  This
   Article is further limited by the obligations stated in Article 3.9
   below.

         3.8   Darrow shall not make any alterations or permit any
   alterations to be made to the Products except as specifically provided
   herein.

         3.9   Darrow shall be responsible for complying with all
   applicable laws, regulations and requirements contained in the
   Registration, or concerning inventory, use, promotion, filling,
   packing, distribution and sale of the Products in the Territory while
   such Products are in its custody.  Darrow shall assume full
   responsibility for the Registration, inventory, promotion, filling,
<PAGE>
   packing, distribution and sale of the Products in the Territory and
   correspondingly for any damage, claim, liability, loss or expense which
   Darrow may suffer or incur by reason of said Registration, inventory,
   promotion, distribution and sale and shall hold Carrington harmless
   from any claim resulting therefrom being directed against Carrington by
   any third party.

         3.10  Darrow  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 other than those according to the
   registration, unless such claims have received written approval from
   Carrington or from the applicable governmental authorities.

         3.11  Darrow shall not use any label, advertisement or marketing
   material on or with respect to or relating to any Product unless such
   label, advertisement or marketing material has first been submitted to
   and approved by Carrington in writing except as provided for in Article
   3.10 above, such labels, advertisements or marketing materials which
   need not be submitted for approval if they are in accordance with all
   governmental regulations.

         3.12  Darrow will actively and aggressively promote, develop
   demand for and maximize the sale of the Products to all customers and
   potential customers within the Territory.  Darrow agrees not to
   manufacture, promote, market, sell or distribute to any customers or
   potential customers in the Territory without ninety (90) days written
   notice to and approval from Carrington, any competitive wound care,
   skin care, or incontinence care product other than Darrow s existing
   products.

         3.13  Darrow  represents that its books, records and accounts
   pertaining to all its operations hereunder are complete and accurate in
   all material respects and have been maintained in accordance with sound
   and generally accepted accounting principles.  Darrow's auditor shall
   deliver to Carrington, in accordance with Article 13, at the end of
   each 12-month period during the term of the Agreement, a declaration
   that the accounts rendered are correct.  Carrington shall have the
   right to have such books, records, and accounts examined, at its
   expense, by a qualified accountant nominated by Carrington with the
   purpose of assuring compliance with the obligations as defined in
   Article 3.2.

   Article 4.  Sale of Products by Carrington to Darrow

         4.1   Subject to the terms and conditions of this Agreement,
   including specifically Article 4.6 hereof, Carrington shall sell to
   Darrow the Products at a specified price for each Product (the
   "Contract Price").  For orders placed by Darrow during the first 12-
   month period of the term of this Agreement, the Contract Prices for the
   Products listed on Exhibit A are set forth on such exhibit opposite
   each Product.  At least ninety (90) days prior to the end of each 12-
   month period of the term of this Agreement, (a) Darrow  shall provide
   in writing to Carrington both a sales forecast and a purchase forecast
   for the following twelve (12) month period, and (b) the Parties shall
   commence good faith negotiations to determine and agree upon the
   Contract Prices for Products for the next twelve (12)month period of
   the term.  During any twelve (12) month period Carrington reserves the
   right to change its Contract Price for each Product for the next
   (twelve) 12 month period.
<PAGE>
         4.2   As consideration for its appointment as a marketer, seller
   and distributor entitled to a Product discount, Darrow agrees to
   purchase from Carrington, during each twelve (12) month period of the
   term of this Agreement following the effective date of each Products
   registration acceptance, commencing with the twelve (12) month period
   beginning _____________, 19__ through ___________, 19__, at the
   Contract Price, a specified minimum aggregate dollar amount (based on
   the Contract Price) of the Products (the "Specified Minimum Purchase
   Amount").  For the first twelve (12) month period of the term of this
   Agreement, there will be no Specified Minimum Purchase Amount however
   Darrow commits to do its best effort to generate purchase from
   Carrington for $200,000 of Products in the first twelve (12) month
   period of this Agreement.  The Specified Minimum Purchase Amounts for
   each subsequent twelve (12) month period shall be determined by mutual
   agreement of the Parties no later than 30 days prior to the beginning
   of such period based on the Parties  reasonable, good faith projections
   of future sales growth and such other factors as the Parties may deem
   relevant.

         4.3   Darrow shall order Products by submitting a purchase order
   to Carrington describing the type and quantity of the Products to be
   purchased.  All orders exceeding the limits referred to in Articles 4.2
   and 4.5 are subject to acceptance by Carrington.  All purchases shall
   be spaced in a reasonable manner.  If Carrington accepts the order,
   Carrington will invoice Darrow  upon shipment of the Products.  Unless
   otherwise agreed, Darrow shall pay all invoices in full within ninety
   (90) days of the date of invoice.  Darrow shall be solely responsible
   for all costs in connection with affecting payments.  All sales and
   payments shall be made, and all orders shall be accepted, in the State
   of Texas.

         4.4   Carrington shall not be obligated to ship Products to
   Darrow at any time when payment of an amount owed by Darrow is overdue
   or when Darrow is otherwise in breach of this Agreement.

         4.5   All shipments shall be initiated by a Purchase Order. 
   Product shipment dates will be specified in the Purchase Order.  These
   dates may not be scheduled prior to ninety (90) days after the 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. Darrow will issue to Carrington  on a monthly basis, a
   twelve (12) month rolling forecast so that Carrington may incorporate
   said forecasts in to is planning system.  The triggering document for
   production activities is, however, the Purchase Order, as stated above. 
   Carrington will guarantee delivery dates for Product quantities that
   vary up to twenty percent (20%) above the last monthly rolling forecast
   issued prior to the Purchase Order placed by Darrow.  Variation above
   twenty percent (20%) shall be discussed between the Parties and
   Carrington will use its best efforts to maintain delivery dates
   requested by Darrow.
<PAGE>
         4.6   All shipments of Products to Darrow will be packaged in
   accordance with Carrington's standard packaging procedures and shipped
   per Carrington s existing distribution policy.  All Contract Prices are
   F.O.B., (invoice price includes seller's expense for delivery to the
   named destination) Carrington's facility, Dallas, Texas.  Ownership of
   and title to Products and all risks of loss with respect thereto shall
   pass to Darrow upon delivery of such Products by Carrington to the
   carrier at the designated delivery (F.O.B.) point.  Deliveries of
   Products shall be made by Carrington under normal trade conditions in
   the usual and customary manner being utilized by Carrington at the time
   and location of the particular delivery.

         4.7   Carrington shall use its reasonable best efforts to ensure
   availability of all Products ordered by Darrow 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 Darrow, 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.

         4.8   Carrington accepts liability for defective Products and
   agrees to replace such defective Products should they occur with new
   Products.  Carrington carries liability insurance and is willing to
   have Darrow added as a covered Party under this policy.  Except as may
   be expressly stated by Carrington on the Product or on Carrington's
   packaging, or in Carrington's information accompanying the Product, at
   the time of shipment to Darrow 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.  Darrow 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
   4.8 or that is inconsistent with the policies or publications of
   Carrington relating to the Products.

         DARROW'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
   DARROW'S OPTION.  CARRINGTON SHALL HAVE NO OTHER OBLIGATION OR
   LIABILITY FOR DAMAGES TO DARROW 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.

         DARROW SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS CARRINGTON AND
   CARRINGTON'S AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS,
   FROM AND AGAINST ALL CLAIMS, LIABILITIES, DEMANDS, DAMAGES, EXPENSES
   AND LOSSES (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING
   OUT OF OR CONNECTED WITH (i) ANY USE, SALE OR OTHER DISPOSITION OF
   PRODUCTS, KNOW-HOW OR TRADEMARKS BY DARROW OR ANY OTHER PARTY, (ii) ANY
   BREACH BY DARROW OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS
   UNDER THIS AGREEMENT OR (iii) ANY ACTS OR OMISSIONS ON THE PART OF 
   DARROW OR ITS AGENTS, SERVANTS OR EMPLOYEES WHICH ARE OUTSIDE OR BEYOND
   DARROW'S AUTHORIZATION GRANTED HEREIN.
<PAGE>
         4.9   Credits for defective Products to Darrow shall include
   importation and shipment expenses and will be calculated by Carrington
   based on the original Contract Price of the items returned, whether
   identified by lot number or another method.

   Article 5.  Term and Termination

         5.1   The term of this Agreement shall be for a period of ten
   (10) years from the effective date of this Agreement.  After such term,
   this Agreement shall be automatically terminated unless the parties
   mutually agree in writing to extend the term hereof.  Notwithstanding
   the foregoing, this Agreement may be terminated earlier in accordance
   with the provisions of this Article 5 and as expressly provided
   elsewhere in this Agreement.

         5.2   Carrington shall have the absolute right to terminate this
   Agreement if Darrow fails to perform or breaches, in any material
   respect, any of the terms or provisions of this Agreement.  Without
   limiting the events which shall be deemed to constitute a breach or
   material breach of this Agreement by Darrow, Darrow understands and
   agrees that it shall be in material breach of this Agreement, and
   Carrington shall have the right to terminate this Agreement under this
   Article 5.2, if:

               (i)   Darrow fails or refuses to pay to Carrington any sum
         when due;

               (ii)  Darrow breaches any provision of Article 2.2, 3.1,
         3.5, 3.7, 3.9, 4.2, 4.8, 6 or 7; or 8

               (iii) Darrow fails to purchase the Specified Minimum
         Purchase Amounts of Product for any required period.

         5.3   Each Party shall have the absolute right to terminate this
   Agreement in the event the other Party shall become insolvent, or if
   there is instituted by or against the other Party procedures in
   bankruptcy, or under insolvency laws or for reorganization,
   receivership or dissolution, or if the other Party loses any franchise
   or license to operate its business as presently conducted in any part
   of the Territory.

         5.4   This Agreement shall automatically terminate effective at
   the end of any twelve (12) month period of the term of this Agreement
   referred to in Articles 4.1 and 4.2 hereof if the Parties are unable to
   agree upon the Contract Prices or the Specified Minimum Amounts for the
   next twelve (12) month period of the term.

         5.5   During the one (1) year period following termination of
   this Agreement, any inventory of Products held by Darrow at the
   termination of this Agreement may be sold by Darrow 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 Darrow'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 Darrow, including importation and shipping plus ten
   percent (10%)
<PAGE>
         5.6   The termination of this Agreement shall not impair the
   rights or obligations of either Party hereto which shall have accrued
   hereunder prior to such termination.  The provisions of Articles 4.7,
   5.5, 6, 7 and 15 and the rights and obligations of the Parties
   thereunder shall survive the termination of this Agreement for a period
   of one (1) year.

   Article 6.  Trademarks

         6.1   All Carrington Trademarks, trade names, service marks,
   logos and derivatives thereof relating to the Products (the
   "Trademarks"), and all patents, technology and other intellectual
   property (also known as "Know-how") relating to the Products, are the
   sole and exclusive property of Carrington or its affiliates.  The
   Products shall be promoted, sold and distributed only under the
   Trademarks.  Carrington hereby grants Darrow permission to use the
   Trademarks for the limited purpose of performing its obligations under
   this Agreement.  Carrington may, in its sole discretion after
   consultation with Darrow, modify or discontinue the use of any
   Trademark and/or use one or more additional or substitute marks or
   names, and Darrow shall be obligated to do the same.

         6.2   Carrington's Trademarks should appear on all Products
   packaging, labels, and inserts and other materials which Darrow uses
   for the marketing of the Products in such form and manner as Carrington
   shall reasonably require.  Carrington retains the right to review and
   approve all intended uses of the Trademarks in any packaging
   promotional or other materials relating to the Products prior to
   Darrow's actual use thereof.

         6.3   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.  Darrow  agrees to use the Trademarks in full compliance
   with the rules prescribed from time to time by Carrington.  The
   Trademarks shall always be used together with the sign [TM] or the sign
   [R].  Darrow 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, Darrow 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.

         6.4   In the event of any infringement of, or threatened or
   presumed infringement of, or challenge to Darrow's use of any
   Trademark or of any Darrow trademark, Darrow is obligated to notify
   Carrington immediately. Darrow shall investigate any alleged violation
   and, if necessary, shall take the appropriate legal action to resolve
   the issue and to prevent other competitors from infringing on said
   intellectual property rights with in the Territory.  Carrington shall
   have sole and absolute discretion to take such action as it deems
   appropriate.

         6.5   In the event of the termination of this Agreement for any
   reason, Darrow 's right to use the Trademarks shall cease, and Darrow
   shall cease using such Trademarks at such time as Darrow's inventory of
   Products has been sold.  Darrow shall, as soon as it is reasonably
   possible, remove all Trademarks which appear on or about the premises
   of the office(s) of Darrow and any of the advertising of Darrow used in
   connection with the Products.
<PAGE>
         6.6   In the event of a breach or threatened breach by Darrow of
   the provisions of this Article 6, Carrington shall be entitled to an
   injunction or injunctions to prevent such breaches.  Nothing herein
   shall be construed as prohibiting Carrington from pursuing other
   remedies available to it for such breach or threatened breach of this
   Article 6, including the recovery of damages from Darrow.

         6.7   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 then be
   also defined as  Trademark  for purposes of this Agreement) owned by
   Carrington or to be transferred from Darrow 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 Darrow in the
   Territory.

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

   Article 7.  Confidential Information

         7.1   Darrow recognizes and acknowledges that Darrow will have
   access to confidential information and trade secrets of Carrington and
   other entities doing business with Carrington relating to research,
   development, manufacturing, marketing, financial and other business-
   related activities ("Confidential Information").  Such Confidential
   Information constitutes valuable, special and unique property of
   Carrington and/or other entities doing business with Carrington.  Other
   than as is necessary to perform the terms of this Agreement, Darrow
   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 Darrow of the provisions
   of this Article 7, Carrington shall be entitled to an injunction
   restraining Darrow 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 7, including the
   recovery of damages from Darrow.  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 Darrow.

         7.2   Darrow shall not disclose the existence of this Agreement
   or any of the terms herein without the prior written consent of
   Carrington.
<PAGE>
   Article 8.  Force Majeure

         8.1   Neither Darrow nor Carrington shall have any liability
   hereunder if either is prevented from performing any of its obligations
   hereunder by reason of any factor beyond its control, including,
   without limitation, fire, explosion, accident, riot, flood, drought,
   storm, earthquake, lightning, frost, civil commotion, sabotage,
   vandalism, smoke, hail, embargo, act of God or the public enemy, other
   casualty, strike or lockout, or interference, prohibition or
   restriction imposed by any government or any officer or agent thereof
   ("Force Majeure"), nor shall Darrow or Carrington's obligations, except
   as may be necessary, be suspended during the period of such Force
   Majeure, nor shall either Party's obligations be cancelled with respect
   to such Products as would have been sold hereunder but for such
   suspension.  Such affected Party shall give to the other Party prompt
   notice of any such Force Majeure, the date of commencement thereof and
   its probable duration and shall give a further notice in like manner
   upon the termination thereof.  Each Party hereto shall endeavor with
   due diligence to resume compliance with its obligations hereunder at
   the earliest date and shall do all that it reasonably can to overcome
   or mitigate the effects of any such Force Majeure upon both Party's
   obligations under this Agreement.  Should the Force Majeure continue
   for more than six (6) months, then the other shall have the right to
   cancel this Agreement and the Parties shall seek an equitable agreement
   on the Parties  reward of interests.

         8.2   The Parties agree that any obligation to pay money is never
   excused by Force Majeure.

   Article 9.  Amendment

         9.1   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 10. Entire Agreement

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

         10.2  Should any provision of this Agreement be rendered invalid
   or unenforceable, it shall not affect the validity or enforceability of
   the remainder.
<PAGE>   
   Article 11. Assignment

         11.1  Neither this Agreement nor any of the rights or obligations
   of Darrow hereunder shall be transferred or assigned by Darrow without
   the prior written consent of Carrington, executed by a duly authorized
   officer of Carrington.

   Article 12. Governing Law

         12.1   It is expressly agreed that the validity, performance and
   construction of this Agreement shall be governed by the laws and
   jurisdiction of Texas.

   Article 13. Notices

         13.1  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 Darrow.  (Fax No. 214-518-1020)

         (b)   Darrow at: Darrow Laboratorios, S/A; Rua Marques de Olinta,
               69 Botafogo, Rio De Janerio, Brazil RJ CEP 1-040,
               Attention:  Nelson Torres Duarte Junior, or at such other
               address as Darrow shall have theretofore furnished in
               writing to Carrington.  (Fax No. 55-21-552-1877)

   Article 14. Waiver

         14.1  Neither Darrow's nor Carrington's failure to enforce at
   any time any of the provisions of this Agreement or any right with
   respect thereto, shall be considered a waiver of such provisions or
   rights or in any way affect the validity of same.  Neither Darrow'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 15. Arbitration

         15.1  Except as expressly provided otherwise herein, any dispute,
   controversy or claim arising out of or in relation to or in connection
   with this Agreement, the operations carried out under this Agreement or
   the relationship of the Parties created under this Agreement, shall be
   exclusively and finally settled by confidential arbitration, and any
   Party may submit such a dispute, controversy or claim to arbitration. 
   The arbitration proceeding shall be held at the location of the non-
   instituting Party in the English language and shall be governed by the
   rules of the International Chamber of Commerce (the "ICC") as amended
   from time to time.  Any procedural rule not determined under the rules
   of the ICC shall be determined by the laws of the State of Texas, other
   than those laws that would refer the matter to another jurisdiction.
<PAGE>
               A single arbitrator shall be appointed by unanimous consent
   of the Parties.  If the Parties cannot reach agreement on an arbitrator
   within forty-five (45) days of the submission of a notice of
   arbitration, the appointing authority for the implementation of such
   procedure shall be the ICC, who shall appoint an independent arbitrator
   who does not have any financial or conflicting interest in the dispute,
   controversy or claim.  If the ICC is unable to appoint, or fails to
   appoint, an arbitrator within ninety (90) days of being requested to do
   so, then the arbitration shall be heard by three arbitrators, one
   selected by each Party within the thirty (30) days of being required to
   do so, and the third promptly selected by the two arbitrators selected
   by the Parties.

               The arbitrators shall announce the award and the reasons
   therefore in writing within six months after the conclusion of the
   presentation of evidence and oral or written argument, or within such
   longer period as the Parties may agree upon in writing.  The decision
   of the arbitrators shall be final and binding upon the Parties. 
   Judgment upon the award rendered may be entered in any court having
   jurisdiction over the person or the assets of the Party owing the
   judgment or application may be made to such court for a judicial
   acceptance of the award and an order of enforcement, as the case may
   be.  Unless otherwise determined by the arbitrator, each Party involved
   in the arbitration shall bear the expense of its own counsel, experts
   and presentation of proof, and the expense of the arbitrator and the
   ICC (if any) shall be divided equally among the Parties to the
   arbitration.

   Article 16. Exhibits

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

   Article 17. No Inconsistent Actions

         17.1  Each Party hereto agrees that it will not voluntarily
   undertake any action or course of action inconsistent with the
   provisions or intent of this Agreement and, subject to the provisions
   of Articles 4.7 and 8 hereof, will promptly perform all acts and take
   all measures as may be appropriate to comply with the terms, conditions
   and provisions of this Agreement.

   Article 18. Currency of Account

         18.1  This Agreement evidences a transaction for the sale of
   goods in which the specification of U.S. dollars is of primary essence,
   and U.S. dollars shall be the currency of account in all events.  All
   payments to be made by Darrow 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.
<PAGE>
   Article 19. Binding Effect

         19.1  This Agreement shall inure to the benefit of and be binding
   upon the respective successors of the Parties.

         IN WITNESS WHEREOF, the Parties hereto have executed this
   Agreement as of the day and year first above written.

                                        CARRINGTON LABORATORIES, INC.



                                        By:                               
                                             Name:                        
                                             Title:                       



                                        DARROW LABORATORIOS S/A



                                        By:                               
                                             Name:                        
                                             Title:                       
      
<PAGE>      

                                   EXHIBIT A
                             DARROW LABORATORIES

     PRODUCT
       NO.                      PRODUCT NAME                    PRICE
     -------   --------------------------------------------    -------
               WOUND CARE

     101030    CARRINGTON  CARRASYN   HYDROGEL WOUND             $8.23
               DRESSING, 3 oz. tube

     101080    CARRINGTON  CARRASYN   HYDROGEL WOUND            $21.11   
               DRESSING, (spray gel),8 oz. bottle

     101025    CARRINGTON  CARRASYN   V (VISCOUS) HYDROGEL       $2.99
               WOUND DRESSING, 1/2 oz. tube

     101023    CARRINGTON CARRASYN   V (VISCOUS) HYDROGEL        $8.23
               WOUND DRESSING, 3 oz. tube

     101012    CARRINGTON  CARRAGAUZE  STRIPS, 1/2" x 5 yds,       $5.70
               bottle

     101009    CARRINGTON  CARRAGAUZE  STRIPS, 1" x 5 yds,       $6.68
               bottle

     101017    CARRINGTON  CARRAGAUZE , 2"x 2" pads              $2.02

     101015    CARRINGTON  CARRAGAUZE , 4"x 4" pads              $2.92
                                     
     102060    CARRINGTON  CARRAKLENZ WOUND & SKIN CLEANSER,     $3.77
               6 oz. pump

     102160    CARRINGTON  CARRAKLENZ   WOUND & SKIN CLEANSER,   $8.51
               16 oz. spray

     101032    CARRINGTON  CARRASORB  H CALCIUM ALGINATE         $1.32
               WOUND DRESSING, 2" x 2" pad

     101033    CARRINGTON  CARRASORB  H CALCIUM ALGINATE         $2.85
               WOUND DRESSING, 4" x 4" pad

     101034    CARRINGTON  CARRASORB  H CALCIUM ALGINATE         $2.75
               WOUND DRESSING, 12" rope

     101035    CARRINGTON  CARRASORB  M FREEZE-DRIED GEL         $3.22
               WOUND DRESSING, 4" diameter pad

     101036    CARRINGTON  CARRAFILM  TRANSPARENT FILM           $0.91
               DRESSING, 4" x 5" 1/2 sheet

     101037    CARRINGTON  CARRAFILM  TRANSPARENT FILM           $1.98
               DRESSING, 5" x 7" sheet

     101038    CARRINGTON  CARRAFILM  TRANSPARENT FILM           $2.07
               DRESSING, 6" x 6" sheet
<PAGE>
      

                                   EXHIBIT A
                              DARROW LABORATORIES

     PRODUCT
       NO.                      PRODUCT NAME                      PRICE
     --------  --------------------------------------------      -------
     101039    CARRINGTON  CARRAFILM  TRANSPARENT FILM            $0.26
               DRESSING, 2 3/4" x 2 3/8" sheet

     101040    CARRINGTON  CARRAFILM  TRANSPARENT FILM            $2.08
               DRESSING, 8" x 10" sheet
     101041    CARRINGTON  CARRAFILM  TRANSPARENT FILM            $1.85
               DRESSING, 4" x 10" sheet