SALES DISTRIBUTION AGREEMENT


         THIS AGREEMENT ( Agreement ) is made and entered into as of this
   1st  day  of  December,  1996, by and between CARRINGTON LABORATORIES,
   INC.,  a  Texas  corporation  ("Carrington"),  and  SUCO INTERNATIONAL
   CORP., a Florida corporation ("Suco").


                            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 the listed countries in Latin America (defined in
   Article 1 hereof as the  Territory ); and

         WHEREAS,  Suco  is desirous of distributing such products in the
   Territory  and is willing and able to provide a competent distribution
   organization  in each country in the Territory, and Suco desires to be
   Carrington's  exclusive  sales  distributor  for  such products in the
   Territory;

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

   Article 1.  Definitions

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

         (a)   "Products"  shall  mean  the  wound and skin care products
               manufactured  by  or for Carrington set forth on Exhibit A
               hereto.   Carrington will provide a ninety (90) day notice
               to  Suco  on  its intent to add or discontinue Products to
               Exhibit  A.  Suco shall be granted a ninety (90) day right
               of  first  refusal for new products Carrington may develop
               or license from third parties.  If the Carrington and Suco
               cannot  agree  on  terms  and conditions for such products
               within  that  time, Carrington shall be free to distribute
               or   sell  said  products  to  anyone  in  the  Territory,
               provided,  however, Carrington shall not accept terms less
               favorable than offered by Suco.

         (b)   "Territory" shall mean the following countries:  Dominican
               Republic,  Haiti,  Colombia,  Venezuela, Uruguay, Bolivia,
               Peru, Paraguay, Ecuador.

<PAGE>
        (c)    Parties  shall mean Carrington and Suco and  Party  shall
               mean either of them as the context indicates.

         (d)    Know-how  shall mean secret and substantial technical and
               scientific  information  regarding the Products, which may
               be necessary, useful or advisable to enable Suco 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 Suco after execution of this Agreement. 
    
         (e)     Registration    shall  mean  any  official  approval, or
               authorization,  or licensing regarding the Products by the
               appropriate  and  competent  authorities in the Territory,
               including, if applicable, the Products  selling prices and
               social  security  approvals, allowing the lawful marketing
               of the Products.

         (f)     Trademarks  shall  mean all Carrington Trademarks, trade
               names,   service  marks,  logos  and  derivatives  thereof
               relating  to  the  Products.    Said  Trademarks and other
               required  Registrations  shall  be  obtained  by  Suco  at
               Carrington  s  sole  expense  with  ownership  exclusively
               retained by Carrington.

   Article 2.  Appointment

         2.1   Subject  to  the  terms  and conditions of this Agreement,
   Carrington  hereby  appoints  Suco  as  Carrington's  exclusive  sales
   distributor in the Territory for the sale of Products, and Suco hereby
   accepts such appointment.  As sales distributor in the Territory, Suco
   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, Suco
   agrees  to  (a)  make  and  maintain  all  declarations,  filings, and
   Registrations  with, and obtain all approvals and authorizations from,
   governmental  and  regulatory  authorities  required  to  be  made  or
   obtained   in  connection  with  the  promotion,  marketing,  sale  or
   distribution  of  the  Products  in the Territory, (b) devote its best
   efforts to the diligent promotion, marketing, sale and distribution of
   the  Products  in  each  country  in  the  Territory,  (c) provide and
   maintain  a  competent  and aggressive organization for the promotion,
   marketing,  sale  and  distribution of the Products in each country in
   the  Territory, (d) assure competent and prompt handling of inquiries,
   orders,  shipments,  billings  and collections, and returns of or with
   r e s p ect  to  the  Products  and  careful  attention  to  customers
   requirements  for  all  Products,  and  (e)  promptly  assign  back to
   Carrington any product Registrations in the Territory upon termination
   of Agreement.
   <PAGE>
         2.3   D u ring  the  term  of  this  Agreement,  Suco  shall  be
   considered  an  independent  contractor  and shall not be considered a
   partner,  employee, agent or servant of Carrington.  As such, Suco 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.
   Suco   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
   Suco any right to use or otherwise deal with the Know-how for purposes
   other than those expressly provided for in this Agreement.

         2.5   S u co   shall   promptly   inform   Carrington   of   any
   misappropriation  of the Know-how which comes to its attention.  After
   having  dicsussed such situaiton with Suco, Carrington shall have sole
   and  absolute  discretion to take such action as it deems appropriate.
   Suco,  at  its  sole expense, if Suco has intentionally or negligently
   allowed  such Know-how to be disclosed or misappropriated shall assist
   Carrington  in  taking legal action, if deemed necessary, against such
   misappropriation.

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

   Article 3.  Certain Performance Requirements

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

         (a)   Suco  will  send  to Carrington monthly sales reports in a
               mutually  agreed  upon  format  which  set  forth mutually
               agreed  upon  items  such  as  the number of units of each
               Product sold;

         (b)   Suco  will  send to Carrington quarterly inventory reports
               of the Products; and

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

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

         3.5   Suco  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 Suco of Products.  Upon
   written  request  from  Suco,  Carrington shall provide Suco 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  Suco.    All Products shall be labeled, advertised, marketed, sold
   and  distributed by Suco 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.  Suco shall
   pay  all expenses associated with (i) any alterations to the packaging
   and  labeling of the Products which deviate from Carrington's standard
   packaging  materials,  designs,  methods  and/or  procedures, (ii) any
   language  modifications  to the packaging or labeling and/or (iii) any
   additions  to  inserts  in  the  general packaging.  The Parties shall
   agree on minimum production runs for such custom labels.

         3.7   Suco   shall  not  make  any  alterations  or  permit  any
   alterations  to  be made to the Products, except as mutually agreed to
   in Section 3.6 above..

         3.8   S u c o  shall  be  responsible  for  complying  with  all
   a p p l icable  laws,  regulations  and  requirements  concerning  the
   Registration,  inventory, use, promotion, distribution and sale of the
   Products  in the Territory.  Suco shall assume full responsibility for
   the  Registration  filing, inventory, use, promotion, distribution and
   sale  of  the  Products  in  the Territory and correspondingly for any
   damage,  claim,  liability,  loss  or expense which Suco may suffer or
   i n cur  by  reason  of  said  Registration  filing,  inventory,  use,
   promotion,  distribution  and  sale and shall hold Carrington harmless
   from  any  claim resulting therefrom being directed against Carrington
   by  any  third  party.    Provided,  however,  Carrington warrants and
   represents  that  the  products  supplied  by Carrington to Suco shall
   conform  to  Carrington's standards and specifications and that if any
   claim  or  demand  is made for damages or liability resulting from the
   product,  raw  material  and  active  ingredients,  if  any, contained
   therein,  or  industrial property rights pertaining thereto, except as
   hereinbelow  stated,  Carrington  shall be solely responsible for such
   claims or demands and shall hold Suco harmless therefore.
   <PAGE>
   In  the  event  that,  following  delivery of the Product to Suco, the
   Product  is  improperly  transported or stored, is mishandled, becomes
   contaminated  or  is otherwise damaged through no fault of Carrington,
   Suco  shall  be  solely  responsible  for  any claim or demand made in
   regard to the Product.

         3.9   Suco  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  Suco  shall  not use any label, advertisement or marketing
   material  on or with respect to or relating to any Product unless such
   label, advertisement or marketing material has first been submitted to
   and approved by Carrington in writing.

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

         3.12  Suco  represents  that  its  books,  records  and accounts
   pertaining  to all its operations hereunder associated with Carrington
   products  or  sales are complete and accurate in all material respects
   and  have  been  maintained  in  accordance  with  sound and generally
   accepted  accounting  principles.    Suco'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.

   Article 4.  Sale of Products by Carrington to Suco

         4.1   Subject  to  the  terms  and conditions of this Agreement,
   including  specifically  Article  4.6 hereof, Carrington shall sell to
   Suco the Products at a specified price for each Product (the "Contract
   Price").    For orders placed by Suco 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) Suco shall provide in
   writing  to  Carrington  both a sales forecast and a purchase forecast
   for  the following 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 12-month period of the term.
   <PAGE>
         4.2   A s    c onsideration  for  its  appointment  as  a  sales
   distributor  entitled  to  a Product discount, Suco agrees to purchase
   from  Carrington,  during  each  12-month  period  of the term of this
   Agreement,  commencing  with  the 12-month period beginning _________,
   19__  through  ___________,  19__,  at the Contract Price, a specified
   minimum  aggregate  dollar amount (based on the Contract Price) of the
   Products (the "Specified Minimum Purchase Amount").  For the first 12-
   month  period  of  the  term  of this Agreement, the Specified Minimum
   Purchase  Amount  for  each  country  shall  be waived.  The Specified
   Minimum  Purchase Amounts for each subsequent 12-month period shall be
   determined  by  mutual  agreement  of the Parties no later than thirty
   (30)  days  prior  to  the  beginning  of  such period based on Suco's
   reasonable,  good  faith  projections  of future sales growth and such
   other factors as the Parties may deem relevant.

         4.3   Suco  shall  order Products by submitting a purchase order
   to  Carrington  describing the type and quantity of the Products to be
   purchased.    All orders are subject to acceptance by Carrington.  All
   purchases  shall  be  spaced  in  a  reasonable manner.  If Carrington
   accepts  the  order, Carrington will invoice Suco upon shipment of the
   Products.    Unless  otherwise  agreed, Suco shall pay all invoices in
   full  within  120  days  of the date of invoice.  Suco 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 Suco
   at  any time when payment of an amount owed by Suco is overdue or when
   Suco 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.  Suco 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 20% above the last monthly rolling forecast
   issued  prior  to  the Purchase Order placed by Suco.  Variation above
   twenty  percent  (20%)  shall  be  discussed  between  the Parties and
   Carrington will use reasonable best efforts to maintain delivery dates
   requested by Suco.

         4.6   All  shipments  of  Products  to  Suco 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
   Miami  or  any other named destination) Carrington's facility, Dallas,
   Texas.   Ownership of and title to Products and all risks of loss with
   respect  thereto  shall pass to Suco 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.  
   <PAGE>
         4.7   Carrington shall use its reasonable best efforts to ensure
   availability  of  all  Products  ordered by Suco 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 Suco, 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  Suco  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
   t h e  time  of  shipment  to  Suco  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.  Suco 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.

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

         SUCO  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 SUCO OR ANY OTHER PARTY, (ii) ANY
   BREACH  BY SUCO OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS
   UNDER  THIS  AGREEMENT  OR  (iii) ANY ACTS OR OMISSIONS ON THE PART OF
   SUCO  OR ITS AGENTS, SERVANTS OR EMPLOYEES WHICH ARE OUTSIDE OR BEYOND
   SUCO S AUTHORIZATION GRANTED HEREIN.

         4.9   Credits  for  defective  Products  to  Suco  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.
   <PAGE>
   Article 5.  Term and Termination

         5.1   The  term  of this Agreement shall be for a period of five
   years  from  the  effective  date of this Agreement.  After such term,
   this  Agreement  shall  be automatically 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  Suco  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 Suco, Suco 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)   Suco  fails  or refuses to pay to Carrington any sum
         when due;

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

               (iii) S u co  fails  to  purchase  the  Specified  Minimum
         Purchase  Amounts  of  Product for any required period provided,
         however, if governmental actions such as public price changes or
         similar  limitations  prevent  the  Specified  Minimum  Purchase
         Amount  from  being  achieved  for  that  particular country the
         Specified Minimum Purchase Amounts  shall be revised on mutually
         agreeable terms.

         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
   b a n k ruptcy,  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 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
   12-month   period  of  the  term  for  the  particular  country  under
   discussion.
   <PAGE>
         5.5   During  the  one-year period following termination of this
   Agreement,  any  inventory of Products held by Suco at the termination
   of this Agreement may be sold by Suco 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 Suco'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 Suco,
   including importation and shipping.

         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/Registration

         6.1   All  Carrington  Trademarks,  Registrations  (Sanitary  or
   otherwise)  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
   Suco  permission  to  use  the  Trademarks  for the limited purpose of
   performing  its  obligations under this Agreement.  Carrington may, in
   i t s   sole  discretion  after  consultation  with  Suco,  modify  or
   discontinue the use of any Trademark and/or use one or more additional
   or  substitute  marks  or names, and Suco 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 Suco 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
   Suco's actual use thereof.

         6.3   Suco  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 TM. Suco
   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,  Suco  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>
         6.4   In  the  event of any known infringement of, or threatened
   or  presumed  infringement  of,  or  challenge  to  Suco's  use of any
   Trademark  or  of  any  Suco  trademark,  Suco  is obligated to notify
   Carrington  immediately.  Suco 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.  In its own name
   and at its expense, Carrington shall have sole and absolute discretion
   to take such action relative to its Trademark as it deems appropriate.

         6.5   In  the event of the termination of this Agreement for any
   reason, Suco's right to use the Trademarks shall cease, and Suco shall
   cease  using  such  Trademarks  at  such  time  as Suco's inventory of
   Products  has  been  sold.    Suco  shall, as soon as it is reasonably
   possible,  remove all Trademarks which appear on or about the premises
   of  the  office(s)  of Suco and any of the advertising of Suco used in
   connection with the Products.
   
         6.6   In  the  event of a breach or threatened breach by Suco 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 Suco.

         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 Suco 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 Suco in the
   Territory.

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

   Article 7.  Confidential Information

         7.1   Suco  recognizes  and  acknowledges  that  Suco might 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,
   Suco  shall not, during and after the term of this Agreement, make any
   use  of  such  Confidential  Information,  or  disclose  any  of  such
   C o n fidential  Information  to  any  person  or  firm,  corporation,
   association  or  other  entity,  for any reason or purpose whatsoever,
   e x c e pt  as  specifically  allowed  in  writing  by  an  authorized
   representative  of Carrington.  In the event of a breach or threatened
   breach  by  Suco of the provisions of this Article 7, Carrington shall
   be  entitled  to an injunction restraining Suco from disclosing and/or
   <PAGE>
   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 Suco.  For
   purposes  of  this paragraph the term "confidential information" shall
   include and be limited to, information disclosed by Carrington to Suco
   that was not:

               1)    know to Suco at the time of such disclosure acquired
         from a source other than Carrington,
         
               2)    at  the time of disclosure or thereafter known to or
         available to the public, or

               3)    disclosed  to  Suco  in  good faith by another party
         legally  entitled  to disclose such information who does not, in
         turn, require Suco to keep the information confidential.

         7.2   Suco shall not disclose the existence of this Agreement or
   any  of  the  terms  herein  without  the  prior  written  consent  of
   Carrington.

    
   Article 8.  Force Majeure

         8.1   Neither  Suco  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,
   d r ought,  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 Suco 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.
   <PAGE>
   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
   P a r t i es  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.

   Article 11. Assignment

         11.1  N e i ther  this  Agreement  nor  any  of  the  rights  or
   obligations of Suco hereunder shall be transferred or assigned by Suco
   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 Suco.  (Fax No. 972-714-5009)

         (b)   Suco  at:  Suco  International  Corporation,  499 Sheridan
               Street,  Suite 210, Dania, FL 33004 Attention:  President,
               or  at  such  other address as Suco shall have theretofore
               furnished  in  writing  to Carrington.  (Fax No.  954-927-
               8822)
   <PAGE>

   Article 14. Waiver

         14.1  Neither  Suco'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  Suco  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  E x cept  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.

               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
   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 16. Exhibits

               A n y  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 the essence,
   and  U.S. dollars shall be the currency of account in all events.  All
   payments  to  be  made  by  Suco 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 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:                       



                                        SUCO INTERNATIONAL CORP.



                                        By:                               
                                             Name:                        
                                             Title:                       
<PAGE>

                             
                               EXHIBIT A

                       SUCO INTERNATIONAL CORP.

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

        101005    CARRINGTON   CARRASYN   HYDROGEL WOUND      $2.40
                        DRESSING, 1/2 oz. tube
        101010    CARRINGTON  CARRASYN   HYDROGEL WOUND       $5.34
                        DRESSING, 1 oz. tube

        101030    CARRINGTON  CARRASYN   HYDROGEL WOUND       $6.80
                        DRESSING, 3 oz. tube

        101080    CARRINGTON  CARRASYN   HYDROGEL WOUND      $20.00
                  DRESSING, (spray gel),8 oz. bottle

        101025    CARRINGTON  CARRASYN   V (VISCOUS)          $3.16
                  HYDROGEL WOUND DRESSING, 1/2 oz. tube

        101002    CARRINGTON  CARRASYN   V (VISCOUS)          $1.78
                  HYDROGEL WOUND DRESSING, 1 oz. sachet

        101023    CARRINGTON CARRASYN   V (VISCOUS)           $4.25
                  HYDROGEL WOUND DRESSING, 3 oz. tube

        101017    CARRINGTON  CARRAGAUZE , 2"x 2" pads        $1.40

        101015    CARRINGTON  CARRAGAUZE , 4"x 4" pads        $2.40

        102060    CARRINGTON  CARRAKLENZ   WOUND & SKIN       $4.05
                  CLEANSER, 6 oz. pump

        102062    CARRINGTON  CARRAKLENZ   WOUND & SKIN       $5.62
                  CLEANSER, 8 oz. spray
                                              
        102160    CARRINGTON  CARRAKLENZ   WOUND & SKIN       $7.40
                  CLEANSER, 16 oz. spray

                              INCONTINENCE CARE PRODUCTS

        104004    CARRINGTON  MOISTURE BARRIER CREAM,         $0.40
                  0.4 oz. packet

        104040    CARRINGTON  MOISTURE BARRIER CREAM,         $3.06
                  3.5 oz. tube

                                ENVIRONMENTAL PRODUCTS
             
        107010    CARRINGTON CARRASCENT   Odor                $1.58
                  Eliminator, 1 oz. bottle

        *Introductory Price Only - Subject to Change          
<PAGE>