Exhibit 10.80


                          For Purchases Through an Authorized Distributor
                                       Subject to Competitive Bid Process





                            SUPPLIER AGREEMENT

                                  Between

                               NOVATION, LLC


                                    and

                                Carrington
                                ----------

                                  MS91022
                                  -------




<PAGE>

                               NOVATION, LLC
                            SUPPLIER AGREEMENT
  1.    Introduction

       a.   Purchasing   opportunities   for   Members.   Novation,   LLC
  ("Novation") is  engaged  in providing  purchasing  opportunities  with
  respect to high quality products  and services to participating  health
  care providers  ("Members"). Members  are  entitled to  participate  in
  Novation's programs  through their  membership or  other  participatory
  status  in  any  of  the  following  client  organizations:  VHA  Inc.,
  University HealthSystem Consortium, and HealthCare Purchasing  Partners
  International, LLC (collectively, "Clients"). Novation is acting as the
  exclusive agent for each  of the Clients and  certain of each  Client's
  subsidiaries and affiliates, respectively (and not collectively),  with
  respect to this Agreement A current listing of Members is maintained by
  Novation in the electronic database described in the Guidebook referred
  to in  Subsection  7,c below  ("Novation  Database"). A  provider  will
  become a "Member" for purposes of  this Agreement at the time  Novation
  adds the  provider to  the Novation  Database and  will cease  to be  a
  "Member" for such purposes  at the time  Novation deletes the  provider
  from the Novation Database.

       b.   Authorized  Distributors. Novation  and/or the  Clients  have
  entered  into  arrangements  with  certain  distributors   ("Authorized
  Distributors") that have agreed to distribute the Products to  Members.
  A current listing of Authorized Distributors is maintained by  Novation
  in the  Novation Database.  A distributor  will become  an  "Authorized
  Distributor" for purposes of this Agreement  at the time Novation  adds
  the distributor  to the  Novation  Database and  will  cease to  be  an
  "Authorized Distributor" for such purposes at the time Novation deletes
  the distributor  from the  Novation Database.  Any limitations  on  the
  scope of an Authorized Distributor's authority  will also be set  forth
  in the Novation Database. By reason of requirements of law,  regulation
  or internal policy of certain Members,  from time to time Novation  may
  identify underutilized businesses as Authorized Distributors,

       c.   Supplier. Supplier is the manufacturer of products listed  on
  Exhibit A,  the  provider  of installation,  training  and  maintenance
  services for  such products,  and the  provider of  any other  services
  listed on Exhibit  A (such  products and/or  services are  collectively
  referred to herein as "Products"),

       d.   Bid. Supplier  has responded to Novation's Invitation to  Bid
  by submitting its written offer ("Bid") to Novation consisting of  this
  Agreement,  the  listing  of  Products  and  pricing  therefor  ("Award
  Prices")  attached  hereto  as  Exhibit  A,  the  other  specifications
  attached hereto as Exhibit B ("Non-Price Specifications"), the Terms of
  Supplier's Participation  in  Committed  Programs  attached  hereto  as
  Exhibit C,  and  any  other  materials  required  to  be  submitted  in
  accordance with the Bid Instructions.
<PAGE>
   2.   CONTRACT AWARD.

        a.   Letter of Award, By executing  and delivering the Letter  of
  Award attached  hereto  as  Exhibit D  ("Award  Letter")  to  Supplier,
  Novation  will  have  accepted  the  Bid,  and  Novation  and  Supplier
  therefore agree  that Supplier  will make  the Products  available  for
  purchase by the Authorized Distributors at the Award Prices for  resale
  to the  Members  in  accordance  with  the  terms  of  this  Agreement;
  provided, however, that Novation's award of this Agreement to  Supplier
  will not constitute a Commitment by  any person to purchase any of  the
  Products, No obligations of Novation set  forth in this Agreement  will
  be valid or  enforceable against Novation  unless and  until the  Award
  Letter has been duly  executed by Novation and  attached as an  exhibit
  hereto. Supplier acknowledges  that, in making  its award to  Supplier,
  Novation has materially relied  on all representations, Warranties  and
  agreements made  by Supplier  as part  of  the Bid  and that  all  such
  representations, warranties and agreements  will survive acceptance  of
  the Bid.

        b.   Optional  Purchasing  Arrangement,  Novation  and   Supplier
  agree that each Member will have the option of purchasing the  Products
  tinder the terms  of this  Agreement or under  the terms  of any  other
  purchasing or pricing  arrangement that may  exist between such  Member
  and Supplier  at any  time during  the Term;  provided, however,  that,
  regardless of the arrangement, Supplier will comply with Sections 7 and
  9 below. If any Member uses any other purchasing or pricing arrangement
  with Supplier when  ordering products covered  by any contract  between
  Supplier and Novation, Supplier will notify such Member of the  pricing
  and other significant terms of the applicable Novation contract.

        c.   Market Competitive Terms.  Supplier agrees that the  prices,
  quality, value  and technology  of all  Products purchased  under  this
  Agreement will remain market competitive at all times during the  Term.
  Supplier agrees to  provide prompt written  notice to  Novation of  all
  offers for the sale of the Products made by Supplier during the Term on
  terms that are  more favorable to  the offeree than  the terms of  this
  Agreement. Supplier  will  lower  the Award  Prices  or  increase  arty
  discount' applicable to the  purchase of the  Products as necessary  to
  assure market competitiveness. If at any time during the Term  Novation
  receives information from any source suggesting that Supplier's prices,
  quality, value or technology are  not market competitive, Novation  may
  provide written notice  of such information  to Supplier, and  Supplier
  will, within  live  (5)  business days  for  Novation's  private  label
  Products and  within ten  (10) business  days for  all other  Products,
  advise Novation  in  writing of  and  fully implement  all  adjustments
  necessary to assure market competitiveness.

       d. Changes in  Award Prices. Unless otherwise expressly agreed  in
  any exhibit to this Agreement, the  Award Prices will not be  increased
  and any discount will not be eliminated or reduced during the Term.  In
  addition to any changes made to assure market competitiveness, Supplier
  may lower the Award Prices or  increase any discount applicable to  the
  purchase of the Products at any time.
<PAGE>
       e.   Notification  of  Changes  in Pricing  Terms.  Supplier  will
  provide not less than sixty (60) days' prior written notice to Novation
  and not less  than forty-five (45)  days' prior written  notice to  all
  Authorized Distributors of  any change  in pricing  terms permitted  or
  required by this Agreement. For purposes of the foregoing  notification
  requirements, a  change in  pricing terms  will  mean any  change  that
  affects  the  delivered  price   to  the  Member,  including,   without
  limitation, changes  in  list prices,  discounts  or pricing  tiers  or
  schedules. Such prior written  notice will be  provided in such  format
  and in such detail as they be  required by Novation from time to  time,
  and will include,  at a  minimum, sufficient  information to  determine
  line item pricing of the Products for all affected Members.

       f.         Underutilized  Businesses.   Certain  Members  may   be
  required by law, regulation and/or internal policy to do business  with
  underutilized businesses  such as Minority Business Enterprises  (MBE),
  Disadvantaged  Business Enterprises (ORE),  Small Business  Enterprises
  (SEE), Historically  Underutilized Businesses (HUB) and/or  Women-owned
  Business Enterprises (WBE). To assist Novation in helping Members  meet
  these  requirements, Supplier will  comply with  all Novation  policies
  and  programs with  respect to  such businesses  and will  provide,  on
  request, Novation or  any Member with statistical or other  information
  with respect to Supplier's utilization of such businesses as a  vendor,
  distributor, contractor or subcontractor.

  3.    TERM AND TERMINATION.


       a.   Term.  This Agreement will be  effective as of the  effective
  date set  forth in  the Award  Letter ("Effective  Date"), and,  unless
  sooner terminated,  will continue  in full  force  and effect  for  the
  initial term as set forth in  the Non-Price Specifications and for  any
  renewal terms set forth in  the Non-Price Specifications by  Novation's
  delivery of written  notice of renewal  to Supplier not  less than  ten
  (10) days prior to the end of the initial term or any renewal tern,  as
  applicable. The initial term, together with  the renewal terms if  any,
  are collectively referred to herein as the "Term."

       b.   Termination   by  Novation.  Novation   may  terminate   this
  Agreement at any time for any reason whatsoever by delivering not  less
  than ninety (90)  days' prior written  notice thereof  to Supplier,  In
  addition,  Novation  may  terminate   this  Agreement  immediately   by
  delivering written notice  thereof to Supplier  upon the occurrence  of
  either of the following events:

            (1)  Supplier breaches this Agreement; or

            (2)  Supplier  becomes  bankrupt or  insolvent  or  makes  an
       unauthorized  assignment or goes  into liquidation or  proceedings
       are  initiated for  the purpose  of having  a receiving  order  or
       winding up order made against Supplier or Supplier applies to  the
       courts for protection from its creditors.
<PAGE>
  Novation's right to terminate this  Agreement due to Supplier's  breach
  in accordance with this Subsection is  in addition to any other  rights
  and remedies  Novation,  the Clients,  the  Members or  the  Authorized
  Distributors may have  resulting from such  breach, including, but  not
  limited to, Novation's and  the Clients' right to  recover all loss  of
  Marketing  Fees  resulting  from  such  breach  through  the  date   of
  termination and for one hundred eighty (180) days thereafter.

        c.   Termination  by  Supplier.   Supplier  may  terminate   this
  Agreement at any time for any reason whatsoever by delivering not  less
  than one hundred  eighty (180) days'  prior written  notice thereof  to
  Novation.

  4.    PRODUCT SUPPLY.

        a.   Delivery and  Invoicing. On  and after  the Effective  Date,
  Supplier  agrees  to  deliver   Products  ordered  by  the   Authorized
  Distributors on behalf of Members  to the Authorized Distributors,  FOB
  destination,  and   will  direct   its  invoices   to  the   Authorized
  Distributors in  accordance with  this  Agreement. Supplier  agrees  to
  prepay and absorb  charges, if any,  for transporting  Products to  the
  Authorized Distributors. Payment terms are 2%-30, Net 31 days. Supplier
  will make  whatever  arrangements  are reasonably  necessary  with  the
  Authorized Distributors  to  implement  the terms  of  this  Agreement;
  provided, however, Supplier will  not impose any purchasing  commitment
  on any Member or Authorized Distributor as a condition to the  Member's
  or Authorized Distributor's purchase of  any Products pursuant to  this
  Agreement.

        b.  Product Fill Rates: Confirmation and Delivery Times. Supplier
  agrees to provide product till rates to the Authorized Distributors  of
  greater than ninety-five percent (95%), calculated as line item orders.
  Supplier will  provide  confirmation  of  orders  from  the  Authorized
  Distributors via  the  electronic  data interchange  described  in  the
  Guidebook referred to in Subsection 7.c  below within two (2)  business
  days after placement of the order and will deliver the Products to  the
  Authorized Distributors within ten  (10) business days after  placement
  of the order.

        c.   Bundled  Terms.  Supplier  agrees  to  give  Novation  prior
  written notice of any offer Supplier makes to any Member or  Authorized
  Distributor to sell products that are not covered by this Agreement  in
  conjunction with Products covered by this Agreement under circumstances
  where the Member or Authorized Distributor has no real economic  choice
  other than to accept such bundled terms,

       d.   Discontinuation of  Products: Changes in Packaging.  Supplier
  will have no unilateral right to discontinue any of the Products or  to
  make any  changes  in  packaging  which  render  any  of  the  Products
  substantially different in use, function or distribution. Supplier  may
  request Novation in writing to agree  to a proposed discontinuation  of
  any Products or  a proposed  change in  packaging for  any Products  at
  least ninety  (90) days  prior to  the proposed  implementation of  the
  discontinuation or  change. Under  no  circumstances will  any  Product
  discontinuation or packaging changes be permitted under this  Agreement
  without Novation's agreement to the  discontinuation or change. In  the
  event Supplier  implements  such  proposed  discontinuation  or  change
  without Novation's agreement  thereto in  writing, in  addition to  any
<PAGE>
  other rights and remedies Novation or the Members may have by reason of
  such discontinuation or  change, (i) Novation  will have  the right  to
  terminate any or all of the Product(s) subject to such  discontinuation
  or change or to  terminate this Agreement  in its entirety  immediately
  upon becoming  aware  of the  discontinuation  or change  or  any  time
  thereafter by delivering written notice thereof to Supplier; (ii)  the'
  Members may purchase products equivalent to the discontinued or changed
  Products from other sources and Supplier will be liable to the  Members
  for all reasonable costs in excess  of the Award Prices plus any  other
  damages which they  may incur;  and (iii)  Supplier will  be liable  to
  Novation and the Clients for any loss of Marketing Fees resulting  from
  such unacceptable  discontinuation or  change  plus any  other  damages
  which they may incur.

       e.   Replacement   or  New   Products.  Supplier   will  have   no
  unilateral right to  replace any of  the Products listed  in Exhibit  A
  with other products or to add new products to this Agreement.  Supplier
  may request Novation in writing to agree to a replacement of any of the
  Products or the addition  of a new product  that is closely related  by
  function or use to an existing  Product at least sixty (60) days  prior
  to the proposed implementation of the replacement or to the new product
  introduction. Under no  circumstances will any  Product replacement  or
  new product addition to this Agreement be permitted without  Novation's
  agreement to the replacement or new product.

       f.   Member  Services. Supplier will consult  with each Member  to
  identify the Member's  policies relating  to access  to facilities  and
  personnel. Supplier will comply with such policies and will establish a
  specific timetable for sales calls by sales representatives to  satisfy
  the needs of  the Member. Supplier  will promptly  respond to  Members'
  reasonable requests for verification of purchase history. If  requested
  by Novation or any Members. Supplier will provide, at Supplier's  cost,
  on-site  inservice  training  to   Members'  personnel  for   pertinent
  Products.

       g.   Product  Deletion. Notwithstanding anything  to the  contrary
  contained in this Agreement, Novation may delete any one or more of the
  Products from this Agreement  at any time, at  will and without  cause,
  upon not less than sixty (60) days' prior written notice to Supplier.

       h.   Return of Products. Any Member or Authorized Distributor,  in
  addition to and  not in limitation  of any other  rights and  remedies,
  will have the  right to return  Products to Supplier  under any of  the
  following circumstances;  (1)  the Product  is  ordered or  shipped  in
  error; (2)  the  Product is  no  longer needed  by  the Member  due  to
  deletion from its standard  supply list or  changes in usage  patterns,
  provided the Product is returned at  least six (6) months prior to  its
  expiration date and is  in a re-salable condition;  (3) the Product  is
  received outdated or is otherwise unusable; (4) the Product is received
  damaged, or is defective or nonconforming; (5) the Product is one which
  a product manufacturer or  supplier specifically authorizes for  return
  through a distributor; and (6) the Product is recalled. Supplier agrees
  to accept  the return  of Products  under these  circumstances  without
  charge and for full credit.
<PAGE>
       i.   Failure to  Supply, In  the event  of Supplier's  failure  to
  perform its supply  obligations in accordance  with the  terms of  this
  Section 4,  the  Member  or the  Authorized  Distributor  may  purchase
  products equivalent to  the Products  from other  sources and  Supplier
  will be liable  to the  Member or  the Authorized  Distributor for  all
  reasonable costs in excess of the  Award Prices plus any other  damages
  which they may incur.  In such event, Supplier  will also be liable  to
  Novation and the Clients for any loss of Marketing Fees resulting  from
  such failure plus any other damages which they may incur. The  remedies
  set forth in this  Subsection are in addition  to any other rights  and
  remedies  Novation,  the  Clients,   the  Members  or  the   Authorized
  Distributors may have resulting from such failure.

  5.    PRODUCT QUALITY.

        a.   Free From Defects.  Supplier warrants  the Products  against
  defects in material,  workmanship, design  and manufacturing.  Supplier
  will make all  necessary arrangements to  assign such  warranty to  the
  Members. Supplier  further represents  and warrants  that the  Products
  will conform to the specifications, drawings, and samples furnished  by
  Supplier or contained in the Non-price Specifications and will be  safe
  for their intended use.  If any Products are  defective and a claim  is
  made by  a Member  or  an Authorized  Distributor  on account  of  such
  defect, Supplier will, at  the option of the  Member or the  Authorized
  Distributor, either replace the defective Products or credit the Member
  or  the  Authorized  Distributor.  Supplier  will  bear  all  costs  of
  returning and replacing the defective Products, as well as all risk  of
  loss or damage to the defective  Products from and after the time  they
  leave  the  physical  possession  of  the  Member  or  the   Authorized
  Distributor. The warranties contained  in this Subsection will  survive
  any inspection,  delivery, acceptance  or payment  by  a Member  or  an
  Authorized Distributor.  In addition,  if there  is at  any time  wide-
  spread  failure  of  the  Products,   the  Member  or  the   Authorized
  Distributor may return all said Products for credit or replacement,  at
  its option. This Subsection and  the obligations contained herein  will
  survive the expiration  or earlier termination  of this Agreement.  The
  remedies set forth  in this  Subsection are in  addition to  and not  a
  limitation on  any  other rights  or  remedies that  may  be  available
  against Supplier.

        b.   Product  Compliance. Supplier  represents  and  warrants  to
  Novation, the Clients, the Authorized Distributors and the Members that
  the Products are, if required, registered, and will not be distributed,
  sold or priced by Supplier in violation of any federal, state or  local
  law. Supplier represents and warrants that  as of the date of  delivery
  to the Authorized Distributors all Products will not be adulterated  or
  misbranded within the meaning  of the Federal  Food, Drug and  Cosmetic
  Act and will not  violate or cause a  violation of any applicable  law,
  ordinance, rule, regulation  or order, Supplier  agrees it will  comply
  with  all  applicable  Good   Manufacturing  Practices  and   Standards
  contained in 21 C.F.R-  Parts 210, 211, 225,  226, 600, 606, 610,  640,
  660, 680 and 820. Supplier represents and warrants that it will provide
  adequate warnings and instructions to inform  users of the Products  of
  the risks, if any, associated with the use of the Products.  Supplier's
  representations; warranties  and  agreements in  this  Subsection  will
  survive the expiration or earlier termination of this Agreement.
<PAGE>
       c.   Patent  Infringement. Supplier represents  and warrants  that
  sale or use of the Products will not infringe any United States  patent
  Supplier will, at  its own  expense, defend  every suit  which will  be
  brought against Novation, a Member or an Authorized Distributor for any
  alleged infringement of any patent by reason of the sale or use of  the
  Products and will  pay all costs,  damages and  profits recoverable  in
  arty such suit.  This Subsection and  the obligations contained  herein
  will survive the expiration or  earlier termination of this  Agreement.
  The remedies set forth in this Subsection are in addition to and not  a
  limitation on  any  other rights  or  remedies that  may  be  available
  against Supplier

       d.        Product Condition.  Unless otherwise stated in the  Non-
  Price Specifications or unless  agreed upon by  a Member in  connection
  with Products it may  order, all Products will  be new. Products  which
  are  demonstrators,  used,  obsolete,  seconds,  or  which  have   been
  discontinued are unacceptable  unless otherwise specified  in the  Non-
  Price Specifications  or the  Member accepts  delivery after  receiving
  notice of the condition of the Products.

       e.        Recall of  Products. Supplier will reimburse  Authorized
  Distributors and  Members  for any  cost  associated with  any  Product
  corrective action,  withdrawal  or  recall  requested  by  Supplier  or
  required by any governmental entity. In the event a product recall or a
  court action impacting supply occurs, Supplier will notify Novation  in
  writing within twenty-four  (24) hours of  any such  recall or  action.
  Supplier's obligations in this  Subsection will survive the  expiration
  or earlier termination of this Agreement.

       f.   Shelf  Life.  Sterile Products  arid  other Products  with  a
  limited shelf  life sold  under this  Agreement will  have the  longest
  possible shelf life  and the latest  possible expiration dates.  Unless
  required by stability considerations,  there will not  be less than  an
  eighteen (18) month interval  between a Product's  date of delivery  by
  Supplier to the Authorized Distributor and its expiration date.

  6.   CENTURY COMPLIANCE

        a.  Definitions. For  purposes  of this  Section,  the  following
  terms have the respective meanings given below:

            (1)  "Systems"  means   any  of  the  Products,  systems   of
       distribution for  Products and Product manufacturing systems  that
       consist  of or include any  computer software, computer  firmware,
       computer   hardware   (whether  general   or   special   purpose),
       documentation,  data, and other  similar or related  items of  the
       automated,   computerized,  and/or  software   systems  that   are
       provided  by or  through Supplier  or utilized  to manufacture  or
       distribute the  Products provided by or through Supplier  pursuant
       to  this  Agreement,  or  any  component  part  thereof,  and  any
       services provided by or through Supplier in connection therewith.

            (2)  "Calendar-Related"  refers to date  values based on  the
       "Gregorian calendar"  (as defined in the Encyclopedia  Britannica,
       15th  edition. 1982, page 602)  and to all uses  in any manner  of
       those  date values,  including without  limitation  manipulations,
       calculations, conversions, comparisons, and presentations.
<PAGE>
            (3)  "Century  Noncompliance"   means  any  aspects  of   the
       Systems  that  fail  to satisfy  the  requirements  set  forth  in
       Subsection 6.b below.

       b.   Representations.  Supplier  warrants, represents  and  agrees
  that the Systems satisfy the following requirements:

             (1)  In connection with the use and processing of  Calendar-
        Related data, the  Systems will not  malfunction, will not  cease
        to function,  will  not generate  incorrect  data, and  will  not
        produce incorrect results.

             (2)  In connection with  providing Calendar-Related data  to
        and  accepting  Calendar-Related   data  from  other   automated,
        computerized,  and/or  software  systems   and  users  via   user
        interfaces, electronic interfaces, and data storage, the  Systems
        represent dates without ambiguity as to century.

             (3)  The year  component of  Calendar-Related data  that  is
        provided by the  Systems to or  that is accepted  by the  Systems
        from other automated, computerized,  and/or software systems  and
        user  interfaces, electronic  interfaces,  and  data  storage  is
        represented in a four-digit CCYY format, where CC represents  the
        two digits  expressing  the century  and  YY represents  the  two
        digits expressing  the year  within that  century (e.g,  1996  or
        2003).

             (4)    Supplier  has  verified  through  testing  that   the
        Systems satisfy  the  requirements of  this Subsection including,
        without   limitation,   testing   of  each   of   the   following
        specific dates and  the transition to  and from  each such  date:
        September 9,1999; September 10, 1999; December 31, 1999;  January
        1, 2000;  February 28,  2000;February 29,  2000; March  1,  2000;
        December  31,  2000;  January  1,  2001;  December  31,2004;  and
        January 1, 2005.

       c.   Remedies.  In the event of  any Century Noncompliance in  the
  Systems in any respect, in addition  to any other remedies that may  be
  available to Novation or the Members, Supplier will, at no cost to  the
  Members, promptly under  the circumstances (but,  in all cases,  within
  thirty (30) days after  receipt of a written  request from any  Member,
  unless otherwise agreed by the Member in writing) eliminate the Century
  Noncompliance from the Systems.

       d.  Noncompliance Notice. In the  event Supplier becomes aware  of
  (i) any possible or actual Century Noncompliance in the Systems or (ii)
  any  international,   governmental,  industrial,   or  other   standard
  (proposed  or   adopted)   regarding   Calendar.Related   data   and/or
  processing, or Supplier  begins any significant  effort to conform  the
  Systems to  any  such  standard, Supplier  will  promptly  provide  the
  Members with  all  relevant  information in  writing  and  will  timely
  provide the Members  with updates  to such  information. Supplier  will
  respond promptly  and fully  to inquiries  by the  Members, and  timely
  provide updates to any responses provided to the Members, with  respect
  to (i) any possible or actual  Century Noncompliance in the Systems  or
  (ii) any international, governmental,  industrial, or other  standards.
  in the foregoing, the use of "timely" means promptly after the relevant
  information becomes known to or is developed by or for Supplier.
<PAGE>
       e.   Survival.   Supplier's   representations,   warranties    and
  agreements in this Section will continue in effect throughout the  Term
  and  will  survive  the  expiration  or  earlier  termination  of  this
  Agreement

  7.   REPORTS AND OTHER INFORMATION REQUIREMENTS.

        a.   Report Content.  Within twenty (20)  days after  the end  of
  each full  and  partial  month during  the  Term  ("Reporting  Month"),
  Supplier will submit  to Novation a  report in the  form of a  diskette
  containing the following  information, in form  and content  reasonably
  satisfactory to Novation:

             (1)  the name of Supplier, the Reporting Month and year  and
        the Agreement number (as provided to Supplier by Novation);

             (2)  with respect  to each Member  (described by LIC  number
        (as provided  to Supplier  by Novation),  health industry  number
        (if applicable),  full name,  street  address, city,  state,  zip
        code and, if applicable, tier  and committed status), the  number
        of units sold and the amount of  net sales for each Product on  a
        line item  basis, and the  sum of  net sales  and the  associated
        Marketing  Fees  for  all  Products  purchased  by  such   Member
        directly or indirectly from Supplier during the Reporting  Month,
        whether under the pricing  and other terms  of this Agreement  or
        under the terms of any  other purchasing or pricing  arrangements
        that may exist between the Member and Supplier;

             (3)  the sum of the  net sales and the associated  Marketing
        Fees for all Products  sold to all  Members during the  Reporting
        Month; and

             (4)  such additional information as Novation may  reasonably
        request from time to time

        b.   Report Format  and Delivery.  The reports  required by  this
  Section will be submitted electronically in  Excel Version 7 or  Access
  Version 7 and  in accordance with  other specifications established  by
  Novation from time to time and will be delivered to:

             Novation
             Attn:  SRIS Operations
             220 East Las Colinas Boulevard
             Irving, TX 75039

        c.  Other Information Requirements  In addition to the  reporting
  requirements set forth in  Subsections 7.a and  7.b above, the  parties
  agree  to   facilitate  the   administration  of   this  Agreement   by
  transmitting and receiving information electronically and by  complying
  with the  information  requirements set  forth  in Exhibit  E  attached
  hereto Supplier  further  agrees that,  except  to the  extent  of  any
  inconsistency with the  provisions of  this Agreement,  it will  comply
  with all information requirements set forth in the Novation Information
  Requirements Guidebook ("Guidebook"). On  or about the Effective  Date,
  Novation will provide Supplier with a current copy of the Guidebook and
  will thereafter provide Supplier with  updates and/or revisions to  the
  Guidebook from time to time.

<PAGE>
  8.   OBLIGATIONS OF NOVATION.

        a.   Information to  Members and  Authorized Distributors.  After
  issuing the Award  Letter, Novation, in  conjunction with the  Clients,
  will deliver a summary of the  purchasing arrangements covered by  this
  Agreement to each Member and each Authorized Distributor and will, from
  time to time, at  the request of Supplier,  deliver to each Member  and
  each Authorized  Distributor  reasonable and  appropriate  amounts  and
  types of materials supplied by Supplier to Novation which relate to the
  purchase of the Products.

        b.   Marketing  Services.  Novation,  in  conjunction  with   the
  Clients, will  market  the  purchasing  arrangements  covered  by  this
  Agreement to the  Members. Such  promotional services  may include,  as
  appropriate, the  use  of  direct mail,  contact  by  Novation's  field
  service delivery  team,  member  support  services,  and  regional  and
  national  meetings  and  conferences   As  appropriate,  Novation,   in
  conjunction  with  the   Clients,  will  involve   Supplier  in   these
  promotional activities by inviting Supplier to participate in  meetings
  and other reasonable networking activities with Members.

   9.   MARKETING FEES.

        a.         Calculation. Supplier  will pay  to Novation,  as  the
 authorized collection agent for each of the Clients and certain of  each
 Client's   subsidiaries   and   affiliates,   respectively   (and    not
 collectively), marketing  lees ("Marketing  Fees") belonging  to any  of
 the Clients om certain of their subsidiaries or affiliates equal to  the
 Agreed Percentage  of the aggregate  gross charges of  all net sales  of
 the  Products to  the  Members  directly or  indirectly  from  Supplier,
 whether under  the pricing and  other terms of  this Agreement or  under
 the terms  of any  other  purchasing or  pricing arrangements  that  may
 exist between  the Members  and  Supplier. Such  gross charges  will  be
 determined without any deduction  for uncollected accounts or for  costs
 incurred in  the manufacture,  provision, sale  or distribution  of  the
 Products, and will include, but not be limited to, charges for the  sale
 of products,  the provision  of installation,  training and  maintenance
 services, and the provision of  any other services listed on Exhibit  A.
 The "Agreed Percentage" will be defined in the Award Letter.

        b.         Payment.  On or  about  the Effective  Date,  Novation
 will advise Supplier in writing of the amount determined by Novation  to
 be Supplier's monthly  estimated Marketing Fees. Thereafter,  Supplier's
 monthly estimated Marketing Fees may be adjusted from time to time  upon
 written notice  from Novation based  on actual purchase  data. No  later
 than  the tenth  (10th)  day of  each  month, Supplier  will  remit  the
 monthly  estimated Marketing  Fees  for  such month  to  Novation.  Such
 payment will  be  adjusted to  reflect  the reconciliation  between  the
 actual Marketing Fees payable for  the second month prior to such  month
 with  the estimated  Marketing  Fees  actually paid  during  such  prior
 month. Supplier will  pay all estimated and  adjusted Marketing Fees  by
 check made payable to "Novation, LL.C." All checks should reference  the
 Agreement   number,  Supplier   will   include  with   its   check   the
 reconciliation calculation  used by  Supplier to  determine the  payment
 adjustment, with  separate  amounts shown  for each  Client's  component
 thereof.  Checks  sent by  first  class  mail  will  be  mailed  to  the
 following address:

             Novation
             75 Remittance Dr., Suite 1420
             Chicago, IL 60675-1420
<PAGE>
        Checks sent by courier (Federal Express, United Parcel Service
  or messenger) will be addressed as follows:

             The Northern Trust Company
             801 S. Canal St.
             4th Floor Receipt & Dispatch
             Chicago, IL 60607
             Attn:  Novation, Suite 1420
             Telephone: (312) 630-8100, #9

  10.   ADMINISTRATIVE  DAMAGES.   Novation  and   Supplier  agree   that
  Novation would incur additional administrative costs if Supplier  fails
  to provide notice of change in pricing terms as required in  Subsection
  2.e above, fails to provide reports as required in Section 7 above,  or
  fails to pay  Marketing Fees as  required in Section  9 above, in  each
  case within the time  and manner required  by this Agreement.  Novation
  and Supplier  further agree  that the  additional administrative  costs
  incurred by  Novation by  reason of  any such  failure to  Supplier  is
  uncertain, and  they therefore  agree that  the following  schedule  of
  administrative damages  constitutes  a reasonable  estimation  of  such
  costs  and  were  determined  according  to  the  principles  of   just
  compensation:

        1st failure                     written warning
        2nd failure:                      $   500.00
        3rd failure:                      $ 1,000.00
        4th failure:                      $ 2,500.00
        5th failure:                      $ 5,000.00
        6th & each subsequent failure:    $10,000.00

        Novation's right to recover administrative damages in  accordance
  with this  Section is  in addition  to any  other rights  and  remedies
  Novation or the Clients may have by reason of Supplier's failure to pay
  the Marketing Fees or  provide the reports or  notices within the  time
  and manner required by this Agreement.

  11.  NONPAYMENT  OR INSOLVENCY  OF  AN AUTHORIZED  DISTRIBUTOR   If  an
  Authorized Distributor fails  to pay Supplier  for Products,  or if  an
  Authorized Distributor  becomes  bankrupt  or  insolvent  or  makes  an
  assignment for the benefit of creditors or goes into liquidation, or if
  proceedings are initiated for the purpose  of having a receiving  order
  or winding up order  made against an Authorized  Distributor, or if  an
  Authorized Distributor applies  to the  court for  protection from  its
  creditors, then, in any such case,  this Agreement will not  terminate,
  but Supplier will have the right, upon prior written notice to Novation
  and  the  Members,  to  discontinue  providing  Products  through  that
  Authorized Distributor, and Supplier  will thereafter provide  Products
  to the Members directly Or  through another Authorized Distributor,  as
  directed by Novation.
<PAGE>
  12.   INSURANCE.

        a.   Policy Requirements.  Supplier  will maintain  and  keep  in
  force during the Term product  liability, general public liability  and
  property damage insurance against any  insurable claim or claims  which
  might or could arise regarding  Products purchased from Supplier.  Such
  insurance will contain a minimum combined single limit of liability for
  bodily injury  and property  damage in  the amounts  of not  less  than
  $2,000,000 per occurrence and $10,000,000  in the aggregate; will  name
  Novation, the Clients, the Members and the Authorized Distributors,  as
  their interests may appear, as additional insureds, and will contain an
  endorsement providing that  the carrier  will provide  directly to  all
  named insured copies  of all  notices and  endorsements. Supplier  will
  provide to Novation in its Bid and thereafter within fifteen (15)  days
  after Novation's  request,  an  insurance  certificate  indicating  the
  foregoing coverage,  issued  by an  insurance  company licensed  to  do
  business in the relevant states and signed by an authorized agent,

        b. Self-Insurance. Notwithstanding  anything to  the contrary  in
  Subsection 12-a above, Supplier  may maintain a self-insurance  program
  for all or  any part of  the foregoing liability  risks, provided  such
  self-insurance policy  in  all  material  respects  complies  with  the
  requirements  applicable  to  the  product  liability,  general  public
  liability and property damage insurance  set forth in Subsection  12.a.
  Supplier will  provide  Novation  in its  Bid,  and  thereafter  within
  fifteen (15)  days after  Novation's  request: (1)  the  self-insurance
  policy; (2) the name of the company managing the self-insurance program
  and providing reinsurance, if any; (3)  the most recent annual  reports
  on claims and reserves for the program; and (4) the most recent  annual
  actuarial report on such program.

        c.   Amendments,  Notices and  Endorsements.  Supplier  will  not
  amend, in any material respect that affects the interests of  Novation,
  the Clients, the Members or  the Authorized Distributors, or  terminate
  said liability insurance or self-insurance program except after  thirty
  (30) days'  prior  written  notice to  Novation  and  will  provide  to
  Novation copies all  notices and  endorsements as  soon as  practicable
  after it receives or gives them.

  13.   COMPLIANCE WITH LAW AND GOVERNMENT PROGRAM PARTICIPATION.

             Compliance With Law.  Supplier represents and warrants  that
  to the best of  its knowledge, after due  inquiry, it is in  compliance
  with all  federal,  state  and local  statutes,  laws,  ordinances  and
  regulations applicable to it ("Legal Requirements") which are  material
  to the  operation of  its  business and  the  conduct of  its  affairs,
  including Legal Requirements pertaining to the safety of the  Products,
  occupational   health    and    safety,    environmental    protection,
  nondiscrimination, antitrust, and equal employment opportunity.  During
  the Term, Supplier will: (1) promptly notify Novation of any  lawsuits,
  claims,  administrative  actions  or  other  proceedings  asserted   or
  commenced against it which assert in whole or in part that Supplier  is
  in noncompliance with any Legal Requirement  which is material] to  the
  operation of  its business  and  the conduct  of  its affairs  and  (2)
  promptly provide Novation With true and  correct copies of all  written
  notices of adverse findings from the U.S. Food and Drug  Administration
  ("FDA") and all written results of FDA inspections which pertain to the
  Products,
<PAGE>
       b.   Government  Program  Participation. Supplier  represents  and
  warrants that  it  is  not excluded  from  participation,  and  is  not
  otherwise ineligible to participate, in a "Federal health care program"
  as defined in 42 U.S.C S l320a-7b(l) or in any other government payment
  program, In  the  event Supplier  is  excluded from  participation,  or
  becomes otherwise ineligible to participate in any such program  during
  the Term, Supplier  will notify Novation  in writing  within three  (3)
  days after such event, and upon  the occurrence of such event,  whether
  or not  such notice  is given  to t4ovation,  Novation may  immediately
  terminate this Agreement upon written notice to Supplier.

  14 . RELEASE AND INDEMNITY, SUPPLIER WILL RELEASE, INDEMNITY HOLD HARM-
  LESS, AND, IF REQUESTED, DEFEND NOYATION, THE CLIENTS, THE MEMBERS  AND
  THE AUTHORIZED DISTRIBUTORS, AND THEIR RESPECTIVE OFFICERS,  DIRECTORS,
  REGENTS, AGENTS, SUBSIDIARIES, AFFILIATES AND EMPLOYEES  (COLLECTIVELY,
  THE "INDEMNITEES"), FROM AND AGAINST ANY CLAIMS, LIABILITIES,  DAMAGES,
  ACTIONS, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION,  REASONABLE
  Al LORNEYS' FEES, EXPERT FEES AND  COURT COSTS) OF ANY KIND OR  NATURE,
  WHETHER  AT  LAW  OR  IN  EQUITY,  INCLUDING  CLAIMS  ASSERTING  STRICT
  LIABILITY, ARISING FROM OR CAUSED IN ANY PART BY (1) THE BREACH OF  ANY
  REPRESENTATION, WARRANTY, COVENANT OR  AGREEMENT OF SUPPLIER  CONTAINED
  IN THIS AGREEMENT  OR IN  THE BID; (2)  TUE CONDITION  OF ANY  PRODUCT,
  INCLUDING A DEFECT IN MATERIAL, WORICMANSHIP, DESIGN OR  MANUFACTURING;
  OR (3) THE WARNINGS AND INSTRUCTIONS ASSOCIATED WITH ANY PRODUCT.  SUCH
  OBLIGATION TO RELEASE, INDEMNIFY, HOLD  HARMLESS AND DEFEND  WILL APPLY
  EVEN IN THE CLAIMS, LIABILITIES,  DAMAGES, ACTIONS, COSTS AND  EXPENSES
  ARE CAUSED  BY  THE  NEGLIGENCE, GROSS  NEGLIGENCE  OR  OTHER  CULPABLE
  CONDUCT OF INDEMNITEES; PROVIDED,  HOWEVER, THAT SUCH  INDEMNIFICATION,
  HOLD HARMLESS AND  RIGHT TO DEFENSE  WILL NOT SE  APPLICABLE WHERE  THE
  CLAIM, LIABILITY, DAMAGE,  ACTION, COST OR  EXPENSE ARISES  SOLELY AS A
  RESULT OF AN ACT OR FAILURE To ACT OF INDEMNITEES. THIS SECTION AND THE
  OBLIGATIONS CONTAINED  HEREIN WILL  SURVIVE THE  EXPIRATION OR  EARLIER
  TERMINATION OF THIS AGREEMENT. THE REMEDIES  SET FORTH IN THIS  SECTION
  ARE IN ADDITION TO AND NOT A LIMITATION ON ANY OTHER RIGHTS OR REMEDIES
  THAT MAY BE AVAILABLE AGAINST SUPPLIER.

  15.  BOOKS AND  RECORDS;  FACILITIES INSPECTIONS.  Supplier  agrees  to
  keep, maintain  and  preserve  complete, current  and  accurate  books,
  records and accounts of the transactions contemplated by this Agreement
  and such additional  books, records and  accounts as  are necessary  to
  establish and  verify Supplier's  compliance with  this Agreement.  All
  such books, records and accounts will  be available for inspection  and
  audit by Novation representatives at any  time during the Term and  for
  two (2) years thereafter, but only during reasonable business hours and
  upon reasonable notice.  Novation agrees that  its routine audits  will
  not be conducted more frequently than  twice in any consecutive  twelve
  (12) month  period,  subject to  Novation's  right to  conduct  special
  audits whenever it deems it to be necessary, in addition, Supplier will
  make  its  manufacturing   and  packaging   facilities  available   for
  inspection  from   time   to  time   during   the  Term   by   Novation
  representatives, but  only during  reasonable business  hours and  upon
  reasonable notice. The exercise by Novation of the right to inspect and
  audit is  without  prejudice  to any  other  or  additional  rights  or
  remedies of either party,
<PAGE>
  16.  USE OF NAMES, ETC. Supplier agrees that it will not use in any way
  in its promotional, informational or marketing activities or  materials
  (i) the  names, trademarks,  logos, symbols  or  a description  of  the
  business  or  activities   of  Novation  or   any  Client,   Authorized
  Distributor or  Member without  in each  instance obtaining  the  prior
  written consent of the  person owning the rights  thereto; or (ii)  the
  award or  the  content  of this  Agreement  without  in  each  instance
  obtaining the prior written consent of Novation.

  17.  CONFIDENTIAL INFORMATION.

       a.   Nondisclosure. Supplier agrees that it will:

            (1)  keep  strictly  confidential  and  hold  in  trust   all
       Confidential Information, as defined in Subsection l7.b below,  of
       Novation,  the  Clients,  the  Authorized  Distributors  and   the
       Members;

            (2)  not  use the  Confidential Information  for any  purpose
       other  than   the  performance  of  its  obligations  under   this
       Agreement, without the prior written consent of Novation;

            (3)  not disclose  the Confidential Information to any  third
       party (unless required  by law) without the prior written  consent
       of Novation; and

            (4)  not later than thirty (30) days after the expiration  or
       earlier  termination of this  Agreement, return  to Novation,  the
       Client, the Authorized Distributor or the Member, as the case  may
       be, the Confidential Information.

       b.   Definition,   "Confidential   Information,"   as   used    in
  Subsection 17.a above, will consist of all information relating to  the
  prices and usage of the  Products (including all information  contained
  in the reports produced  by Supplier pursuant to  Section 7 above)  and
  all documents  and  other  materials  of  Novation,  the  Clients,  the
  Authorized   Distributors  and   the  Members  containing   information
  relating to  the  programs of  Novation,  the Clients,  the  Authorized
  Distributors or the Members  of a proprietary  or sensitive nature  not
  readily available through  sources in the  public domain.  In no  event
  will Supplier provide  to any person  any information  relating to  the
  prices it  charges the  Authorized  Distributors for  Products  ordered
  pursuant to  this  Agreement  without  the  prior  written  consent  of
  Novation.

  18.  MISCELLANEOUS

        a.   Choice  of Law.  This  Agreement  will be  governed  by  and
   construed in  accordance with  the internal  substantive laws  of  the
   State of Texas  and the Texas courts  will have jurisdiction over  all
   matters relating to  this Agreement; provided,  however, the  terms of
   any  agreement  between Supplier  and  an  Authorized  distributor  or
   between Supplier  and a Member  will be governed  by and  construed in
   accordance with the  choice of law and  venue provisions set  forth in
   such agreement.
<PAGE>
        b.   Not  Responsible.  Novation   and  the  Clients  and   their
   subsidiaries and affiliates will not be responsible or liable for  any
   Authorized Distributor's  breach of any  purchasing commitment or  for
   any  other  actions  of  any  Authorized  Distributor  or  Member.  In
   addition, none of  the Clients will be  responsible or liable for  the
   obligations of  another Client or  its subsidiaries  or affiliates  or
   the obligations of Novation or Supplier under this Agreement.

       c.   Third   Party   Beneficiaries.   All   Clients,    Authorized
  Distributors and Members are intended third party beneficiaries of this
  Agreement. All  terms  and  conditions of  this   Agreement  which  are
  applicable to  the  Clients  will  inure, to  the  benefit  of  and  be
  enforceable by the Clients and their respective successors and assigns.
  All terms and conditions of this Agreement which are applicable to  the
  Authorized Distributors will inure to the benefit of and be enforceable
  by the  Authorized Distributors  and  their respective  successors  and
  assigns.  All  terms  and  conditions  of  this  Agreement  which   are
  applicable to  the  Members  will  inure  to  the  benefit  of  and  be
  enforceable by the Members and their respective successors and assigns.

        d.   Notices. Except as otherwise expressly provided herein,  all
   notices  or other  communications  required or  permitted  under  this
   Agreement  will be  in  writing and  will  be deemed  sufficient  when
   mailed by United States mail, or  delivered in person to the party  to
   which it  is to  be given,  at the  address of  such party  set  forth
   below:

       If to Supplier:

            To the address set forth by Supplier in the Bid

       If to Novation:

            Novation
            Attn: General Counsel
            220 East Las Colinas Blvd.
            Irving, TX 75039

  or such other address  as the party will  have furnished in writing  in
  accordance with the provisions of this Subsection.

       e.   No  Assignment. No  assignment of  all or  any part  of  this
  Agreement may be made  without the prior written  consent of the  other
  party; except that Novation  may assign its  rights and obligations  to
  any affiliate of Novation.  Any assignment of all  or any part of  this
  Agreement  by  either  party  will  not  relieve  that  party  of   the
  responsibility of performing  its obligations hereunder  to the  extent
  that such obligations are not satisfied in flail by the assignee.  This
  Agreement will be binding upon and inure to the benefit of the parties'
  respective successors and assigns.
<PAGE>
        f.   Severability.  Whenever possible,  each  provision  of  this
  Agreement will be interpreted in such a mariner as to be effective  and
  valid tinder applicable  law, but if  any provision  of this  Agreement
  will be prohibited by or invalid  under applicable law, such  provision
  will be ineffective to  the extent of'  such prohibition or  invalidity
  without invalidating the remainder of  such provision or the  remaining
  provisions of this Agreement- Each party will, at its own expense, take
  such action  as is  reasonably necessary  to  defend the  validity  and
  enforceability of  this Agreement  and will  cooperate with  the  other
  party as is reasonably necessary in such defense.

        g.   Entire  Agreement.   This  Agreement,   together  with   the
  exhibits listed  below, will  constitute the  entire agreement  between
  Novation arid  Supplier. This  Agreement,  together with  the  exhibits
  listed below  and each  Authorized  Distributor's purchase  order  will
  constitute the entire agreement between each Authorized Distributor and
  Supplier. In the event of any inconsistency between this Agreement  and
  an Authorized Distributor's purchase order, the terms of this Agreement
  will control, except that  the Authorized Distributor's purchase  order
  will supersede Sections 4 and 5 of  this Agreement in the event of  any
  inconsistency with such Sections. No other terms and conditions in  any
  document, acceptance, or  acknowledgment will be  effective or  binding
  unless expressly  agreed  to in  writing.  The following  exhibits  are
  incorporated by reference in this Agreement:

  Exhibit A Product and Service Description and Pricing

  Exhibit B Non-Price Specifications

  Exhibit C Terms of Supplier's Participation in Committed Programs

  Exhibit D Award Letter

  Exhibit E Other Information Requirements


  [Other Exhibits Listed, if any


  SUPPLIER:    Carrington Laboratories, Inc.

  ADDRESS:     2001 Walnut Hill Lane trying, TX 75038


  SIGNATURE:   /s/
               ----------------------------

  TITLE:      President and CEO                        DATE: August 6, 1999