SUPPLY AGREEMENT


      THIS SUPPLY AGREEMENT (this "Agreement") effective as of February
   13, 1997, is by and between CARALOE, INC., a Texas corporation
   ("Seller"), and ALOE COMMODITIES INTERNATIONAL, INC., a Texas
   corporation ("Buyer"),


                                 WITNESSETH:

      WHEREAS, Seller desires to sell to Buyer, and Buyer desires to
   purchase from Seller, Caraloe's bulk raw material for drinks and other
   consumer products (hereinafter referred to under the name "Products")
   in the quantities, at the price, and upon the terms and conditions
   hereinafter set forth; and

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

      1.    Term.  The term of this Agreement shall commence on February
   13, 1997, and shall end at midnight on January 31, 2007 , unless sooner
   terminated as provided herein (the "Term").

      2.    Sale and Purchase.  Subject to the terms and conditions of
   this Agreement, Seller shall sell to Buyer, and Buyer shall purchase
   from Seller, during each year of the Term, agreed upon monthly
   quantities equal to all of Buyer's needs for bulk raw material for the
   Products.  Seller shall, however, not be required to sell monthly
   quantities in excess of Seller's present plant, farm or manufacturing
   capacity.  The Products  specifications shall be mutually agreed upon
   by the Parties within ninety (90) days from the date of execution of
   this Agreement.  Failure to reach agreement on the specifications
   within ninety (90) days shall cause this Agreement to terminate unless
   an extension thereto is mutually agreed upon by the Parties hereto. 
   The initial Products and specifications shall not include Manapol 
   powder but such product may be added after March 31, 1997, if the
   Parties so agree.

      3.    Quality.  Seller warrants to Buyer that all bulk raw material
   sold by Seller pursuant to this Agreement will generally conform to the
   quality specifications set forth in Exhibit A to this Agreement as per
   Buyer and Seller mutual agreement referenced above.  EXCEPT AS PROVIDED
   IN THIS PARAGRAPH 3, THERE ARE NO WARRANTIES OR REPRESENTATIONS OF ANY
   KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
   MERCHANTABILITY, FITNESS AND FITNESS FOR A PARTICULAR PURPOSE, MADE
   WITH RESPECT TO THE BULK RAW MATERIAL TO BE SOLD HEREUNDER, AND NONE
   SHALL BE IMPLIED BY LAW.

      4.    Deliveries.  Buyer shall instruct Seller from time to time
   during the Term, by placing a purchase order with Seller reasonably in
   advance of the date Buyer desires bulk raw material to be delivered to
   it hereunder, (i) as to the quantities of bulk raw material to be
   delivered to Buyer, (ii) as to the specific date of delivery, (iii) as
   to the specific location of delivery and (iv) as to the carrier or
   particular type of carrier for such delivery.  During the Term, Buyer
   shall provide Seller (a) on an annual basis prior to the beginning of
   each year of the Term a nonbinding forecast of Buyer's minimum and
<PAGE>
   maximum aggregate delivery requirements for bulk raw material for such
   year (provided that such forecast for the second year of the Term shall
   be provided to Seller by February 1, 1998), and (b) on a quarterly
   basis at least thirty (30) days prior to the end of each three-month
   period of the Term a forecast acceptable to Seller (which shall be
   binding on Buyer) of Buyer's minimum and maximum delivery requirements
   for bulk raw material for each month of the next three-month period
   (provided that such forecast for the initial period of the Term ending
   on April 30, 1997, shall be provided to Seller by February 28, 1997). 
   The quantities of bulk raw material ordered by Buyer pursuant to this
   Agreement from time to time shall be spaced in a reasonable manner, and
   Buyer shall order such quantities in accordance with Buyer's binding
   forecasts.  In no event shall Seller be required to deliver to Buyer in
   any three-month period a quantity of bulk raw material in excess of
   125% of the maximum delivery requirement for such period set forth in
   the binding forecast for such period accepted by Seller.  Deliveries of
   bulk raw material shall be made by Seller under normal trade conditions
   in the usual and customary manner being utilized by Seller at the time
   and location of the particular delivery.  The bulk raw material
   delivered to Buyer hereunder shall be packaged per agreement of the
   Parties.  All deliveries of bulk raw material to Buyer hereunder shall
   be made by Seller F.O.B. at the facilities of Seller or its affiliates
   located in either Dallas, Texas or Liberia, Costa Rica as agreed upon.

      5.    Purchase Price.  All bulk raw material to be purchased by
   Buyer under this Agreement shall be purchased by it, during the first
   and second years of this Agreement, at a price per Product as set forth
   on Exhibit B to this Agreement.  Thereafter, Buyer and Seller shall
   meet on a yearly basis to mutually agree upon prices for the upcoming
   contract year.  If prices for the upcoming year cannot be agreed upon
   the Agreement shall terminate on March 5 of the contract year in
   question.  At delivery point, Buyer shall bear all freight, insurance
   and similar costs, and all sales taxes, with respect to such purchases
   from that point forward.  The purchase price of bulk raw material,
   together with all related freight, insurance and similar costs, and
   sales taxes, shall be paid by Buyer to Seller within thirty (30) days
   after the date of invoice.

      6.    Labels and Advertising

      (a)   FDA Compliance of Labels and Advertising.  All labels and
   advertising relating to the bulk raw material that reference Carrington
   Laboratories or Seller sold hereunder must strictly 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 product ingredients.

      (b)   Claims by Aloe Commodities International, Inc. ("ACI")
   Unlimited.   ACI hereby agrees not to make, or permit any of its
   employees, agents or distributors to make, any claims of any properties
   or results relating to bulk raw material and Carrington Laboratories or
   Seller, unless such claims have received written approval from the
   Seller.
<PAGE>
      (c)   FDA Approval of Claims.  If ACI desires to seek FDA approval
   as to any specific claims with respect to the bulk raw material, ACI
   hereby agrees to (i)  notify Caraloe of the claims and the application
   prior to filing and (ii) to keep informed as to the progress of the
   application, including but not limited to sending Caraloe copies of all
   communications or notices to or from the FDA, as applicable.

      (d)   Right to Approve Labels, etc.  If Caraloe so requests, ACI
   shall not use any label, advertisement or marketing material or
   individual spokesman associated with the bulk raw material and
   Carrington Laboratories or Seller, unless such label, advertisement or
   marketing material or individual spokesman has first been submitted to
   and approved by Caraloe.  Caraloe shall not unreasonably withhold its
   approval of any such label, advertisement or marketing material.

      (e)   Compliance by Third Parties.  ACI shall take all steps
   reasonably necessary to ensure that its distributors and any other
   parties to whom it sells any of the bulk raw material for resale do not
   relabel, repackage, advertise, sell or attempt to sell the bulk raw
   material in a manner that would violate this Agreement if done by ACI.

      7.    Confidentiality.  In the performance of Seller's obligations
   pursuant to this Agreement, Buyer may acquire from Seller or its
   affiliates technical, commercial, operating or other proprietary
   information relative to the business or operations of Seller or its
   affiliates (the "Confidential Information").  Buyer shall maintain the
   confidentiality, and take all necessary precautions to safeguard the
   secrecy, of any and all Confidential Information it may acquire from
   Seller or its affiliates.  Buyer shall not use any of such Confidential
   Information for its own benefit or for the benefit of anyone else. 
   Buyer shall not publicly disclose the existence of this Agreement or
   the terms hereof without the prior written consent of Seller.  

      8.    Force Majeure.  Seller shall not have any liability hereunder
   if it shall be prevented from performing any of its obligations
   hereunder by reason of any factor beyond its control, including,
   without limitation, fire, explosion, accident, riot, flood, drought,
   storm, earthquake, lightning, frost, civil commotion, sabotage,
   vandalism, smoke, hail, embargo, act of God or the public enemy, other
   casualty, strike or lockout, or interference, prohibition or
   restriction imposed by any government or any officer or agent thereof
   ("Force Majeure"), and Seller's obligations, so far as may be
   necessary, shall be suspended during the period of such Force Majeure
   and shall be cancelled in respect of such quantities of bulk raw
   material as would have been sold hereunder but for such suspension. 
   Seller shall give to Buyer 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 its obligations under this Agreement.
<PAGE>  
      9.    Rights Upon Default.

      (a)   Seller's Rights Upon Default.  If Buyer (i) fails to purchase
   the quantities of bulk raw material specified for purchase by Buyer
   hereunder, (ii) fails to make a payment hereunder when due or (iii)
   otherwise breaches any term of this Agreement, and such failure or
   breach is not cured to Seller's reasonable satisfaction within 5 days
   (in the case of a failure to make a payment) or 30 days (in any other
   case) after receipt of notice thereof by Buyer, or if Buyer fails to
   perform or observe any covenant or condition on its part to be
   performed when required to be performed or observed, and such failure
   continues after the applicable grace period, if any, specified in the
   Agreement, Seller may refuse to make further deliveries hereunder and
   may terminate this Agreement upon notice to Buyer and, in addition,
   shall have such other rights and remedies, including the right to
   recover damages, as are available to Seller under applicable law or
   otherwise.  If Buyer becomes bankrupt or insolvent, or if a petition in
   bankruptcy is filed by or against it, or if a receiver is appointed for
   it or its properties, Seller may refuse to make further deliveries
   hereunder and may terminate this Agreement upon notice to Buyer,
   without prejudice to any rights of Seller existing hereunder or under
   applicable law or otherwise.  Any subsequent shipment of bulk raw
   material by Seller after a failure by Buyer to make any payment
   hereunder, or after any other default by Buyer hereunder, shall not
   constitute a waiver of any rights of Seller arising out of such prior
   default; nor shall Seller's failure to insist upon strict performance
   of any provision of this Agreement be deemed a waiver by Seller of any
   of its rights or remedies hereunder or under applicable law or a waiver
   by Seller of any subsequent default by Buyer in the performance of or
   compliance with any of the terms of this Agreement.

      (b)   Buyer's Rights Upon Default.  If Seller fails in any material
   respect to perform its obligations hereunder, and such failure is not
   cured to Buyer's reasonable satisfaction within 30 days after receipt
   of notice thereof by Seller, Buyer shall have the right to refuse to
   accept further deliveries hereunder and to terminate this Agreement
   upon notice to Seller and, in addition, shall have such other rights
   and remedies, including the right to recover damages, as are available
   to Buyer under applicable law or otherwise.  Any subsequent acceptance
   of delivery of bulk raw material by Buyer after any default by Seller
   under this Agreement shall not constitute a waiver of any rights of
   Buyer arising out of such prior default; nor shall Buyer's failure to
   insist upon strict performance of any provision of this Agreement be
   deemed a waiver by Buyer of any of its rights or remedies hereunder or
   under applicable law or a waiver by Buyer of any subsequent default by
   Seller in the performance of or compliance with any of the terms of
   this Agreement.

      10.   Disclaimer and Indemnity.  Buyer shall assume all financial
   and other obligations for Buyer Products, and Seller shall not incur
   any liability or responsibility to Buyer or to third parties arising
   out of or connected in any manner with Buyer Products.  In no event
   shall Seller be liable for lost profits, special damages, consequential
   damages or contingent liabilities arising out of or connected in any
   manner with this Agreement or Buyer Products.  Buyer shall defend,
   indemnify and hold harmless Seller and its affiliates, and their
   respective officers, directors, employees and agents, from and against
   all claims, liabilities, demands, damages, expenses and losses
<PAGE>
   (including reasonable attorneys' fees and expenses) arising out of or
   connected with (i) any manufacture, use, sale or other disposition of
   Buyer Products, or any other products of Buyer, by Buyer or any other
   party and (ii) any breach by Buyer of any of its obligations under this
   Agreement.

      11.   Equitable Relief.  A breach by Buyer of the provisions of
   Paragraph 2(b) shall cause Seller to suffer irreparable harm and, in
   such event, Seller shall be entitled, as a matter of right, to a
   restraining order and other injunctive relief from any court of
   competent jurisdiction, restraining any further violation thereof by
   Buyer, its officers, agents, servants, employees and those persons in
   active concert or participation with them.  The right to a restraining
   order or other injunctive relief shall be supplemental to any other
   right or remedy Seller may have, including, without limitation, the
   recovery of damages for the breach of such provisions or of any other
   provisions of this Agreement.  

      12.   Survival.  The expiration or termination of the Term shall not
   impair the rights or obligations of either party hereto which shall
   have accrued hereunder prior to such expiration or termination.  The
   provisions of Paragraphs 7, 9,10 and 11 hereof, and the rights and
   obligations of the parties thereunder, shall survive the expiration or
   termination of the Term.  

      13.   Governing Law.  This Agreement shall be governed by, and
   construed and enforced in accordance with, the laws of the State of
   Texas.

      14.   Succession.  Neither party hereto may assign or otherwise
   transfer this Agreement or any of its rights or obligations hereunder
   (including, without limitation, by merger or consolidation) without the
   prior written consent of the other party; provided, however, that
   Seller may assign any of its rights or obligations hereunder to any
   affiliate of Seller.  Subject to the immediately preceding sentence,
   this Agreement shall be binding upon and inure to the benefit of the
   parties hereto and their respective successors and assigns.

      15.   Entire Agreement.  This Agreement constitutes the entire
   agreement between the parties hereto relating to the matters covered
   hereby and supersede any and all prior understandings, whether written
   or oral, with respect to such matters.   The terms of this Agreement
   shall prevail over any inconsistent terms contained in any purchase
   order issued by Buyer and acknowledgment or acceptance thereof issued
   by Seller.  No modification, waiver or discharge of this Agreement or
   any of its terms shall be binding unless in writing and signed by the
   party against which the modification, waiver or discharge is sought to
   be enforced. 
<PAGE>
      16.   Notices.  All notices and other communications with respect to
   this Agreement shall be in writing and shall be deemed to have been
   duly given when delivered personally or when duly deposited in the
   mails, first class mail, postage prepaid, to the address set forth
   below, or such other address hereafter specified in like manner by one
   party to the other:
   

            If to Seller:            Caraloe, Inc.
                                 2001 Walnut Hill Lane
                                 Irving, Texas  75038
                                 Attention:  President
            If to Buyer:             Aloe Commodities International, Inc.
                                 12901 Nicholson, Suite 370
                                 Farmers Branch, TX 75234
                                 Attention:  President

            17.   Interpretation.  In the event that any provision of this
   Agreement is illegal, invalid or unenforceable as written but may be
   rendered legal, valid and enforceable by limitation thereof, then such
   provision shall be deemed to be legal, valid and enforceable to the
   maximum extent permitted by applicable law.  The illegality, invalidity
   or unenforceability in its entirety of any provision hereof will not
   affect the legality, validity or enforceability of the remaining
   provisions of this Agreement.

            18.   No Inconsistent Actions.  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 Paragraph 8 hereof, will promptly do all
   acts and take all measures as may be appropriate to comply with the
   terms, conditions and provisions of this Agreement.

            IN WITNESS WHEREOF, the parties have caused this Agreement to
   be executed by their duly authorized officers as of the day and year
   first above written.

                                                CARALOE, INC.


                                                By:___________________________

                                                Name:_________________________

                                                Title:________________________


                                           ALOE COMMODITIES INTERNATIONAL, INC.

                                                
                                                By:___________________________

                                                Name:_________________________

                                                Title:________________________

<PAGE>

    
   EXHIBIT A






   [TO BE AGREED UPON WITHIN NINETY (90) DAYS}
<PAGE>
   
   EXHIBIT B



   Product        Prices F.O.B. Irving, Texas

   1.             Aloe Vera Gel                      $1.557 per Kilogram

   2.             Bifurcated Aloe Vera Gel           $1.07 per Kilogram

   3.             Aloe Vera Gel ENZ                  $1.79 per Kilogram

   4.             Bifurcated Aloe Vera Gel ENZ       $1.20 per Kilogram

   5.             Pulp Aloe Vera Gel Fillet          $1.557 per Kilogram



   Prices F.O.B. Carrington 
   Product        Costa Rica Plant

   6.Aloe Juice with AVMP  powder                    $1.93 per Quart
   plus Bifurcated Powder


   NOTE:               Exact specifications for the Products listed in
                       Exhibit B are set forth in Exhibit A.  Exhibit A is
                       to be mutually agreed upon by the parties hereto
                       within ninety (90) days of the effective date of
                       the Agreement.
<PAGE>