INDEPENDENT SALES REPRESENTATIVE AGREEMENT


         This  Agreement,  entered  into  as  of  October  1, 1996, by and
   between  THINK MEDICAL, INC., (the "Independent Sales Representative"),
   and CARRINGTON LABORATORIES, INC., a Texas corporation (the "Company").

                                 WITNESSETH:

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

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

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

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

         2.    D u t i e s  of  Independent  Sales  Representative.    The
   Independent  Sales Representative shall use its best efforts to promote
   the  sale  of the Company's products, to solicit orders therefor and to
   perform  such  other  functions  of  a manufacturer's Independent Sales
   Representative  as  the  Company  shall from time to time request.  The
   Independent Sales Representative shall keep the Company informed at all
   times  of  the  Independent  Sales Representative's progress and of any
   problems  relating  to or affecting the Company's business, products or
   customers.    The Independent Sales Representative shall visit existing
   and  prospective customers in person as often as necessary to carry out
   its  duties  in  order to meet its sales goals hereunder in a legal and
   ethical  manner and in accordance with normal and accepted business and
   regulatory  practices.  The Independent Sales Representative shall bear
   all expenses  incurred  by  it  in  carrying  out  its  duties  and
   responsibilities under this Agreement.

         3.    Sole  Area of Responsibility.  The geographic area in which
   the  Independent Sales Representative shall devote its sole efforts and
   for  which it shall have sole responsibility under this Agreement shall
   be  the  all  the  zip  codes in the State of North Carolina as mutualy
   agreed  upon,  as listed and described on Exhibit B attached hereto and
   made  a part hereof (the  Sole Area of Responsibility ).  Sales outside
   the Sole Area of Responsibility shall not be subject to a commission.

         4.    Term  and  Termination.    The term of this Agreement shall
   commence  on  the  date  hereof  and  shall  expire two (2) years after
   January  1,  1997,  unless earlier terminated in accordance with any of
   the following provisions:
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               (a)   This  Agreement  may  be  terminated  at  any time by
         written agreement of the parties hereto.

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

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

               (d)   This  Agreement may also be terminated by thirty (30)
         days  written notice if Independent Sales Representative fails to
         increase  territory  net  sales by five percent (5%) or more from
         1/1/97  to  1/1/98  over  comparative  sales of 1/1/96 to 1/1/97.
         After  1/1/99  the  renewal  of  this Agreement shall be upon the
         mutually agreeable terms.

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

   5.    Commissions.

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

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

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

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

               (c)   The  Company  shall  be  entitled to recover from the
         I n d ependent  Sales  Representative  an  amount  equal  to  all
         commissions   paid  by  the  Company  to  the  Independent  Sales
         Representative  in  respect  of  products  which are subsequently
         returned  by  the  customer  or with respect to which the Company
         subsequently  grants  an allowance, discount or adjustment to the
         customer.    The  Company  may  recover  such  amount  either  by
         requiring  the  Independent  Sales Representative to make payment
         thereof  to  the  Company or by deducting such amount from future
         commissions  earned  by  the  Independent  Sales  Representative,
         whichever the Company shall elect.

               (d)   Notwithstanding  anything  to  the  contrary  in this
         Agreement,  the  Company  may  from time to time designate one or
         more  customers  as  national  accounts or house accounts, and no
         commissions shall be payable under this Agreement on products for
         which  the  Company receives orders more than ten (10) days after
         i t   has  given  written  notice  of  such  designation  to  the
         Independent Sales Representative.
         
         6.    O r d ers.    All  orders  solicited  or  obtained  by  the
   Independent Sales Representative are subject to approval and acceptance
   by the Company at its offices in Dallas County, Texas.  The Independent
   Sales  Representative is not authorized and shall not purport to accept
   any  orders  for  the  Company's products.  The Company shall have the
   right,  in  its sole discretion, to accept or reject each order for its
   products;  to determine whether and when to ship any products; to grant
   or refuse credit to any customer and to determine the terms thereof; to
   accept  or  reject  any  customer's  request  or attempt to return any
   products;  to  grant  any  allowances, discounts or adjustments; and to
<PAGE>
   change  the  prices it charges its distributors for the products listed
   on  Schedule  A  hereto  (provided  that  the  Company  shall  give the
   Independent  Sales  Representative  written  notice  of  any such price
   change  not  less  than  sixty  (60)  days  before  such change becomes
   effective).

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

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

         9.    FDA Compliance

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

         10.   Compliance by Third Parties

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

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

               Independent  Sales  Representative  and  any  employees  or
   agents  thereof  shall  hold  in  trust  and  strictest  confidence for
   Carrington  all  Carrington  Confidential  Information  and  shall  not
   disclose  to  any  person or use such information for any purpose other
   t h a n  in  connection  with  the  performance  of  Independent  Sales
   Representative  duties  and  responsibilities  during  the term of this
   Agreement.    Confidential  Information shall mean, but not limited to,
   prices, sales, customer or distribution information or lists as well as
   any related product planning or research information.
<PAGE>
               The provisions of this Agreement shall survive and continue
   after  expiration  or  termination  of  this  Agreement and any and all
   Confidential  Information and copies thereof shall be promptly returned
   to  Company  upon  its request.  Independent Sales Representative shall
   certify  to  Company  that  it  and all its employees have returned all
   Confidential Information and copies thereof.

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

         If to the Company, to:

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

         If to the Independent Sales Representative, to:

               Hack Sells
               Think Medical, Inc.
               3900 Yew Circle
               Raleigh, NC 27612

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

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

         16.   Entirety  and  Modification.    This Agreement contains the
   entire agreement between the parties hereto with respect to the subject
   matter  hereof  and  supersedes  any  and all prior agreements, whether
   written  or oral, between such parties relating to such subject matter.
   No  modification, alteration, amendment or supplement to this Agreement
   shall be valid or effective unless the same is in writing and signed by
   the party against whom it is sought to be enforced.
<PAGE>
         17.   Severability.    If any provision of this Agreement is held
   to  be unenforceable, (a) this Agreement shall be considered divisible,
   (b)  such  provision  shall  be  deemed inoperative to the extent it is
   unenforceable,  and  (c)  in  all  other  respects this Agreement shall
   remain  in  full  force and effect; provided, however, that if any such
   provision  may  be  made  enforceable  by limitation thereof, then such
   provision  shall be deemed to be so limited and shall be enforceable to
   the maximum extent permitted by applicable law.

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

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

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

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

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

                                             CARRINGTON LABORATORIES, INC.



                                             By:___________________________
                                             Carlton E.Turner, Ph.D.
                                             President and CEO



                                             By:___________________________
                                             Name:_________________________
                                             Title:________________________

<PAGE>
      

                                  SCHEDULE A



   COMMISSIONS

   Carrington Wound Gel  3 oz.                                 20%
   Carrington Wound Gel  1/2 oz.                               20%
   Cara-Klenz  16 oz.                                          20%
   Cara-Klenz    6 oz.                                         20%
   Carrington  Moisture Barrier                                20%
   Carrington  Incontinence Skin Care Kit                      20%
   Carrington  Foot Cream                                      20%
   Carrington  Odor Eliminator 1 oz.                           20%
   Carrington  Odor Eliminator 8 oz.                           20%
   Carrington  Whirlpool Solution                              20%
   Perineal Cleansing Foam 8 oz.                               20%
   Aloe Skin Balm                                              20%


   Commissions are paid on Distributor pricing.  Commission program can be
   changed without notice.