Exhibit 10.7

                             THIRD LEASE AMENDMENT

  STATE OF TEXAS
  COUNTY OF DALLAS

       THIS THIRD LEASE AMENDMENT  is entered into as  of the 1st day  of
  December, 1994 (the  "Amendment Date"),  by and  between WESTERN  ATLAS
  INTERNATIONAL,  INC.,  hereinafter  referred  to  as  "Landlord",   and
  CARRINGION LABORATORIES, INC., hereinafter referred to as "Tenant".

                           W I T N E S S E T H:

       WHEREAS, by a lease dated August 30, 1991 (the "Lease Agreement"),
  Landlord leased to Tenant the Leased  Premises described in such  Lease
  Agreement; and

       WHEREAS,  the  Lease  Agreement  was  amended  by  a  First  Lease
  Amendment, dated as of April 16,  1992 (the "First Amendment"), by  and
  between Landlord and Tenant; and

       WHEREAS, the  Lease  Agreement  was  amended  by  a  Second  Lease
  Amendment, dated as of September 23, 1993 (the "Second Amendment"),  by
  and between Landlord and Tenant; and

       WHEREAS,  the  parties here  to desire  to further amend the Lease
  Agreement as hereinafter provided for.


       NOW, THEREFORE, for and in consideration of the premises and other
  good and valuable consideration the receipt  and adequacy  of which are
  hereby  acknowledged,  the  parties hereto hereby  agree that the  said
  Lease Agreement is amended and modified as follows:

  1.   Lease Term.  Subparagraph  1(h) of  the  Lease Agreement is hereby
  deleted  in  its  entirety  and  the following is  substituted in  lieu
  thereof:


       (h) "Lease Term": The period commencing on the Amendment
            Date and ending on January 31, 2000,  unless sooner
            terminated as provided in the Lease Agreement.

  2.   Minimum Rent.  Subparagraph 1(k) of the Lease Agreement is here in
  its entirety and the following is substituted lieu thereof:
<PAGE>
       (k) "Minimum Rent"  shall  mean  the  amount per monthly
            rental per  month specified below commencing on the
            Amendment Date  and  continuing  on  or  before the
            first day of each month of the Lease Term hereof:

                                       Monthly     Annual
                    Months             Rental     $/Sq. Ft.
                    ------             ------     ---------
                        Dec. 1994      $  -0-           -0-
                        Jan. 1995      $  -0-           -0-
            Feb. 1995 - Jan. 1996      $21,631      $  10.75
            Feb. 1996 - Jan. 1997      $21,631      $  10.75
            Feb. 1997 - Jan. 1998      $22,637      $  11.25
            Feb. 1998 - Jan. 1999      $23,643      $  11.75
            Feb. 1999 - Jan. 2000      $23,643      $  11.75


  3.    Overtime HVAC Charge. The phrase "$50.00 per hour" in subparagraph
  1(m) of the Lease Agreement is hereby amended to read as follows:

       "$10.00 per hour so long as the building central plant is
       being operated for another tenant, of the building and if
       such central plant is not being operated for another such
       tenant, $25.00 per hour."



  4. Supplemental After-Hours Air Conditioning System. Paragraph 5 of the
  Lease Agreement is hereby amended by  adding the following sentence  to
  the end of such Paragraph 5:

       "Landlord  shall  on  or  prior  to February 1,  1995, at
       Landlord's sole cost, install a  supplemental after-hours
       air conditioning system  for approximately  1,200  square
       feet  of the Leased Premises, in which  case Tenant shall
       be responsible for  metered  electrical usage of such air
       conditioning system)"

  5. Base  Year.  The Base  Year  defined in  Paragraph  8 of  the  Lease
  Agreement is  hereby  amended to  delete  "1992" (which  reference  was
  amended by the Second Lease Amendment to "1993") and substitute in lieu
  thereof "1994".
<PAGE>
  6. Audit of  Operating Costs.  Paragraph 8  of the  Lease Agreement  is
  hereby amended by adding the following subparagraph to the end of  such
  Paragraph 8:

       "Tenant  shall have  the right  to  examine and  audit  Landlord's
       books  and  records  pertaining  to  Landlord's  determination  of
       Tenant's proportionate share of  Excess Operating Costs by  giving
       Landlord written notice within  one hundred and twenty (120)  days
       after  Tenant's  receipt of  Landlord's  statement  to  Tenant  of
       Tenant's proportionate share of Excess Operating Expenses for  any
       calendar year pursuant  to the provisions  of Paragraph B  hereof.
       Any such audit  shall be conducted within  one hundred and  twenty
       (120)  days  from  the  date  of  Tenant's  notice  and  shall  be
       conducted during normal business hours in such a manner as not  to
       interfere with  Landlord's  operations. In  the event  such  audit
       reasonably  concludes that  Landlord  has  overstated  the  actual
       Tenant's proportionate  share of  Excess Operating  Costs by  more
       than  five percent  (5%)  in  any calendar  year,  Landlord  shall
       reimburse Tenant for the reasonable cost of such audit."

  7. Cancellation  Option.  Paragraph 1  of  Rider  No, 1  to  the  Lease
  Agreement is hereby deleted in its entirety.

  8. Option to Extend. The references to "three (3) years" in Rider No. 2
  to the Lease Agreement are hereby amended to be "five (5) years".

       The  Lease Agreement  as hereby  amended  is hereby  ratified  and
  confirmed by the parties hereto as being in full force and effect.

       This Third Lease Amendment shall be binding on the parties  hereto
  and their respective successors and  assigns; subject, however, to  the
  terms of the Lease Agreement as hereby amended.

       EXECUTED as of the day first hereinabove set out.

  LANDLORD                                 TENANT

  WESTERN ATLAS INTERNATIONAL. INC.        CARRINGTON LABORATORIES, INC.

  By: /s/                                  By: /s/
      -----------------------------        -----------------------------
  Name: ___________________________        Name: _______________________

  Title: __________________________        Title: ______________________