Exhibit 10.3

                        CONTRACT RESEARCH AGREEMENT

  This AGREEMENT made and  entered into this 8th day of August, 1991,  by
  and between CARRINGTON LABORATORIES, INC., a corporation organized  and
  existing under the laws of the State of Texas (hereinafter referred  to
  as  "CARRINGTON"),  and  the  TEXAS  AGRICULTURE  EXPERIMENTAL  STATION
  (hereinafter referred to as  "TAES"), an agency of the State of  Texas,
  acting  hereunder  as  agent  for  the  Texas  A&M  University   System
  (hereinafter referred to as "TAMUS"),

                                WITNESSETH:

  WHEREAS, CARRINGTON is engaged in pharmaceutical research and wishes to
  enter into a  long-term relationship with  TAES to  conduct a  Research
  Program (as hereinafter defined); and

  WHEREAS, TAES is  willing and  able and  has the  facilities to  assist
  CARRINGTON with this Research Program:

  NOW, THEREFORE, the parties hereby agree as follows:


                             ARTICLE I: SCOPE

  1.1  RESEARCH PROGRAM: The purpose of this AGREEMENT is to conduct  the
       research program set out in Appendix A (the "Research Program").

  1.2  ANNUAL BUDGETS:  The Research Program shall be divided into  annual
       budgets which shall define in detail the work to be performed under
       the Research Program  during that year, the specific milestones for
       such work  and the  amounts  authorized  to be  spent  (hereinafter
       referred to as the  "Annual Budgets")  and  which shall be  defined
       and agreed  upon by  the parties  each  year  while this  AGREEMENT
       remains in effect. The Annual Budgets  shall run from December 1 of
       each year through November 30  of the immediately  following  year,
       corresponding to CARRINGTON's fiscal year, and shall  be  finalized
       and agreed upon  by the parties  each  October during  the term  of
       this AGREEMENT. Once agreed, each such  Annual Budget shall  become
       a part of this AGREEMENT as Appendix B.

  1.3  BEST EFFORTS: TAES agrees to use  its  best efforts to achieve  the
       objectives of the Research Program  in  accordance with the  Annual
       Budgets agreed to by the parties.


                             ARTICLE II: TERM

  The term of this AGREEMENT  shall begin July 1,  1991 and shall end  on
  November 30,  1996, unless  sooner terminated  in accordance  with  the
  provisions of Article XII  below. During the period  from July 1,  1991
  through  November  30,  1991  the  parties  shall  collaborate  on  the
  preparation of  the first  Annual Budget  for  the performance  of  the
  Research Program.
<PAGE>

                  ARTICLE III: CONSIDERATION AND PAYMENT

  PAYMENT FOR  WORK:  In  consideration  for  TAES'  performance  of  the
  Research Program,  CARRINGTON  shall pay  TAES  an amount  agreed  upon
  annually in  connection  with the  negotiation  of the  Annual  Budget.
  Notwithstanding this  negotiation, the  parties agree  that the  amount
  established under each Annual Budget shall  not be less than  $200,000,
  which  is  the  minimum  required  for  TAES  to  maintain  a  team  of
  researchers dedicated to the Research Program.


                       ARTICLE IV: PROJECT DIRECTION

  4.1  SCIENTIFIC  DIRECTION: TAES' performance  of the Research  Program
       shall  be under  the  direction  of  an  individual  selected   by
       CARRINGTON and agreed upon by TAES as Principal Investigator. Such
       individual  shall be  and shall remain  an employee  of TAES.  The
       Principal  Investigator  shall serve  at  the discretion  of  both
       parties  and shall exercise technical direction over the  Research
       Program within the scope of each Annual Budget.

  4.2  ADMINISTRATIVE DIRECTION: All matters affecting the administration
       of  this AGREEMENT or the interpretation hereof shall be  referred
       to  an individual selected by CARRINGTON  and agreed upon by  TAES
       as Contract Administrator. The Contract Administrator shall  serve
       at  the discretion  of both parties  and shall  have authority  to
       make  changes in  the scope  of work,  period of  performance  and
       report  requirements for the Research  Program, within the  limits
       of  each Annual Budget. Notwithstanding his broad authority  under
       this Section 4.2, nothing herein shall be construed to permit  the
       Contract Administrator unilaterally to amend or modify any of  the
       terms  of  this  AGREEMENT  or  to  exceed  the  spending   limits
       established under an Annual Budget.

  4.3  KEY INVESTIGATORS: The parties agree that the work of Ian  Tizard,
       D.V.M.,  Ph.D., David Busbee,  Ph.D. and  Gerald Bratton,  D.V.M.,
       Ph.D.  is crucial to the performance of the Research Program.  The
       parties  agree that CARRINGTON shall  have the right to  terminate
       this  AGREEMENT upon 90 days' notice if  at any time any of  these
       individuals ceases to be connected with TAES as an employee.


                            ARTICLE V:  REPORTS

  5.1  FREQUENCY OF REPORTS: TAES shall provide to CARRINGTON:

         a)  interim reports as defined in the Annual Budgets;

         b)  Any reports or memoranda pertaining to TAES' internal
             progress any time requested CARRINGTON;

         c)  Copies  of all research notebook  pages or their  equivalent
             ("Notebook")  while the Research Program  is in progress  at
             any time requested by CARRINGTON; and

         d)  A  final report  within 30  days of  the completion  of  the
             Research Program.
<PAGE>
  5.2  PROCEDURE  FOR  REPORTING:  All  TAES  personnel  working  on  the
       Research Program shall deliver all reports, memoranda or  Notebook
       pages   required  under  Section  5.1   above  to  the   Principal
       Investigator. The Principal Investigator shall copy the  materials
       and  transmit them on a timely basis to CARRINGTON. The  Principal
       Investigator  is the only person  authorized to copy any  material
       provided  by  CARRINGTON or  any  material generated  by  TAES  in
       connection with the Research Program.


                    ARTICLE VI: INDEPENDENT CONTRACTOR

  In the  performance  of  its  work hereunder,  TAES  is  acting  as  an
  independent contractor  and not  as a  partner,  agent or  employee  of
  CARRINGTON.


                         ARTICLE VII:  PUBLICATION

  7.1  RIGHT TO PUBLISH:  Subject to the provisions of this Article  VII,
       TAES  shall have the right to  publish results obtained under  the
       Research Program.


  7.2  PROCEDURE:  Not  less  than  30  days  prior  to  submission   for
       publication, TAES shall provide CARRINGTON a copy of any paper  it
       proposes  to publish. CARRINGTON shall  have the right to  require
       TAES  to delay submission for  an additional period  of up to  120
       days from the time TAES requests publication order for  CARRINGTON
       to  secure patent or  other intellectual  property rights  arising
       from or described in the paper. In addition CARRINGT0N shall  have
       the  right to prevent such publication where CARRINGTON claims  in
       good  faith that the publication  would compromise its ability  to
       maintain these results as a trade secret.

  7.3  OTHER MATTERS:  TAES agrees  to give good  faith consideration  to
       any  comments or suggestions  offered by CARRINGTON  in regard  to
       any paper proposed for publication, In the event TAES decides  not
       to  publish  any  results obtained  under  the  Research  Program,
       CARRINGTON shall have the right to publish them. TAES' failure  to
       submit  such results  for publication  within one  year  following
       completion  of the study  in question shall  he deemed  conclusive
       evidence of its decision not to publish under this Section 1.3.


                ARTICLE VIII: INTELLECTUAL PROPERTY RIGHTS

       All data, inventions, discoveries, trademarks, copyrights,  patent
       rights and other  intellectual property rights (the  "Intellectual
       Property")  arising  under the  Research  Program,  shall  be  the
       property  of  TAMUS. TAES  hereby  agrees  to  have  each  of  its
       employees who  work on the  Research Program  execute an  Employee
       Confidentiality and Invention Agreement substantially in the  form
       set out in Appendix  C. CARRINGTON shall have the exclusive  right
       to use such Intellectual  Property, and in those cases where  such
       Intellectual Property is perfected by the grant of an  enforceable
       patent, shall  pay  TAES a  reasonable  royalty to  he  negotiated
       between the parties based upon the following factors:
<PAGE>
            i)   The value of the intellectual Property to CARRINGTON;

            ii)  The relative contribution of each of the parties to  the
                 discovery  and/or   development  of   the   Intellectual
                 Property;

           iii)  The  investment by  CARRINGTON in  the Research Program:
                 and

           iv)   Payments made  by CARRINGT0N to  TAES under the Research
                 Program.

      TAES  shall  initiate  and  pay  for  all  efforts  to  patent  the
      intellectual Property and  for the defense  of any patents  issued.
      CARRINGTON shall  cooperate with such  efforts and  shall have  the
      option, at its own cost and in its own name, to pursue patents  for
      Intellectual Property and the defense of such patents in the  event
      TAES declines to  act in either regard  within a reasonable  period
      of time.


                           ARTICLE IX: SECURITY

      Information and data  supplied by CARRINGTON  or generated by  TAES
      under the Research Program constitute valuable trade secrets  whose
      confidentiality TAES undertakes to  protect in accordance with  the
      procedures established in this Article. The Principal  investigator
      shall assign to each TAES employee performing work on the  Research
      Program a  Notebook or Notebooks  for each  separate project  under
      the  Research Program.  Each  employee shall  verify,  in  writing,
      receipt of the Notebook or Notebooks. Each employee shall keep  the
      Notebook or Notebooks  under lock and key  when they are not  being
      utilized and  shall not remove  them from the  premises where  they
      are stored without the approval of the Principal Investigator.  The
      Principal Investigator  will  make copies  of  the pages  from  the
      Notebooks for CARRINGTON as provided in Article V.


                      ARTICLE X: CONFIDENTIAL INFORMATION

  10.1 TYPES OF  INFORMATION: Information used  or transmitted  hereunder
       by  the  parties  shall  be  classified  as  "administrative"   or
       "confidential"   Administrative  information   pertains   to   the
       organizational  or   day-to-day  instructional   aspects  of   the
       Research Program  or an  Annual Budget.  Confidential  information
       means  information containing  trade  secrets or  any  information
       arising  out  of  the  Research  Program  that  generally  is  not
       available to the public or known in the industry.

  10.2 TRANSMISSION OF  INFORMATION:  Administrative information  may  be
       transmitted verbally or in writing. Confidential information  must
       be transmitted  in writing  by registered  or certified  mail,  by
       courier or as otherwise  directed by CARRINGTON, postage  prepaid,
       to the addresses of the parties set out in Article XIII,
<PAGE>
  10.3 Notebooks: All data generated under the Research Program shall  he
       recorded in accordance with Good Laboratory Practices if  required
       for government  regulatory approval purposes.  All work  performed
       by  TAES  shall be  kept  in  Notebooks  provided  by  CARRINGTON.
       Entries shall be  made daily, in the  English language, dated  and
       promptly   corroborated,   witnessed   and   understood   by   two
       responsible persons. The author may be one of the witnesses.  Upon
       completion of  the Research Program.  if requested by  CARRINGTON,
       TAES shall  deliver  all original  Notebooks to  CARRINGTON.  TAES
       agrees  that CARRINGTON  is  and shall  remain  the owner  of  all
       Notebooks and the research data contained therein.

  10.4 OBLIGATlON TO MAINTAIN CONFIDENTIALITY: TAES shall not at  anytime
       disclose  confidential information  to  third parties  or  release
       such  information  for  publication  without  CARRINGTON's   prior
       consent  in  writing.  TAES  shall  require  all  outside  parties
       contracted  to  perform work  under  this  AGREEMENT  under  TAES'
       supervision and  who have  access to  confidential information  to
       execute a confidential  disclosure agreement substantially in  the
       form  set  out in  Appendix  D.  An  executed  copy  of  all  such
       agreements shall be given by TAES to CARRINGTON.

  10.5 LOSS OF CONFIDENTIALITY: TAES shall not be required to maintain
       the confidentiality of any information:

         a)  that  was  already  in  TAES'  possession  as  evidenced  by
             existing documentation  prior  to  receipt  of  confidential
             information from CARRINGTON:

         b)  that  appears  in  issued patents  or  printed  publications
             otherwise than by reason of a default by TAES or any of  its
             employees  or  contractors  under  this  AGREEMENT  or   any
             agreement entered  into pursuant to Article VIII or  Section
             10.4 hereof:

         c)  that  is or  hereafter becomes  generally available  to  the
             public  on  a non-confidential  basis  through no  fault  of
             TAES; or

         d)  that is disclosed to TAES by third parties having the  right
             to make such disclosures.


                          ARTICLE XI: TERMINATION

  Either party may terminate this AGREEMENT at the end of the fiscal year
  covered by any Annual  Budget by giving notice  to the other party  not
  less than 90 days prior to the end  of the fiscal year upon which  such
  Annual Budget is based. Such  termination shall not relieve  CARRINGTON
  from its  obligation to  pay for  all  services, orders,  materials  or
  facilities committed in good faith prior to such termination, nor shall
  such termination relieve TAES of its obligation to finish work to which
  it committed  under an  Annual Budget  or of  its obligations  and  the
  restrictions established in  Articles V  (Reports), VII  (Publication),
  VIII (Intellectual Property Rights),  IX (Security) and,  (Confidential
  Information), all  of  which  shall survive  the  termination  of  this
  AGREEMENT.
<PAGE>

                            ARTICLE XII: NOTICE

  Notices hereunder shall be deemed to have been properly given when sent
  by registered or certified mail, postage  prepaid and addressed to  the
  appropriate party at its address set forth below or such other  address
  as such party shall have established by written notice to the other:

  If to CARRINGTON:

             2001 Walnut Hill Lane
             Irving, TX 75038
             Attn: President

  with a copy to:

             1300 E. Rochelle
             Irving, TX 75062
             Attn: Vice President. R&D


  If to TAES:

             Texas Agriculture Experimental Station
             P.0. Box 3578
             College Station, TX 71843


                        ARTICLE XIII: MISCELLANEOUS

  13.1 SOLE  AGREEMENT: This  AGREEMENT  constitutes the  sole  agreement
       between the parties with respect to the subject matter hereof  and
       supersedes any prior understanding, whether written or oral,  with
       respect thereto.

  13.2 AMENDMENTS:  No  provision of  this  AGREEMENT  may  be  modified,
       waived or  amended except by  an instrument in  writing signed  by
       the party against which the  change is sought to be enforced.  Any
       such modification,  waiver  or amendment  must  be signed  by  the
       President or  by the  Executive Vice  President in  order to  bind
       CARRINGTON.

  13.3 NO ASSIGNABILITY:  This AGREEMENT may  not be  assigned by  either
       party without the written approval of the other party.

  13.4 GOVERNING LAW: This AGREEMENT  shall be governed by and  construed
       in accordance with the laws of the State of Texas.

  13.5 WAIVER: No delay or  omission of CARRINGTON to exercise any  right
       upon the  occurrence of  any default  hereunder shall  impair  any
       such right  or  be construed  as  a waiver  of  such right  or  an
       acquiescence to such default.

  13.6 AUTHORITY: Each person signing  this AGREEMENT represents that  he
       has full  and  complete authority  to  execute this  AGREEMENT  on
       behalf of the organization he is representing.
<PAGE>

  IN WITNESS WHEREOF, the parties have executed this AGREEMENT in
  multiple copies on the day and date first written above.

  CARRINGTON LABORATORIES, INC.        TEXAS AGRICULTURE EXPERIMENTAL
                                       STATION

  BY: /s/                              BY:  /s/
      ---------------                  ----------------------------
      KARL H. MEISIER                  TITLE: Robert G. Merrifield,
      PRESIDENT                               Deputy Direct


<PAGE>

                                APPENDIX A

                           THE RESEARCH PROGRAM


       The Research Program consists of research in the form of
       testing, studies and publications consistent with the following
       broad objectives:


           1.    Testing of CARRINGTON Wound and Skin Care Division
                 products.

           2.    Testing of CARRINGTON's experimental drug acemannan and
                 its derivatives.

           3.    Investigation into the mechanism of action of
                  polydispersed acemannan.

           4.    In vitro testing of the efficacy of molecular weight
                 fractions of polydispersed acemannan.

           5.    In vitro testing of the efficacy of derivatives of
                 molecular weight fractions of polydispersed acemannan.

           6.    Animal efficacy testing of molecular weight fractions
                 of acemannnan.

           7.    Animal efficacy testing of derivatives of molecular
                 weight fractions of acemannan.

           8.    Publication of papers demonstrating the superiority of
                 CARRINGTON products.

  These general objectives shall be applied to the planning and approval
  of Annual Budgets.  The research Program and these objectives  may not
  be modified except upon the written approval of both parties.

<PAGE>

                                APPENDIX B

                              ANNUAL BUDGET

                 [TO BE NEGOTIATED ANNUALLY AND APPENDED

                  HERETO IN ACCORDANCE WITH SECTION 12]


<PAGE>
                                APPENDIX C

           Employee's Confidentiality and Invention Agreement

  This agreement is made and entered into this ___ day of ________, 19_,
  by and between the Texas Agriculture Experimental Station ("TAES") and
  (Name of Emp1oyee) ("you").

  In consideration of your, employment or continued employment  by TAES,
  and of salary, wages, bonuses or other compensation to be paid by TABS
  to you, we agree as follows:

  As used in this agreement, the following definitions apply:

  Confidential Information means information  disclosed to you or  known
  to you as a result of your employment by TAES. where  such information
  is not  generally  known  to the  pharmaceutical  trade  or  industry,
  concerning products,  processes,  machines, services,  and  operations
  being developed  by  TAES  in  connection  with  a  Contract  Research
  Agreement  (the   "Contract  Research   Agreement")  with   Carrington
  Laboratories, Inc. ("Carrington"). Confidential  Information includes,
  but  is  not   limited  to,   research,  development,   manufacturing,
  purchasing,  finance,   data   processing,   engineering,   marketing,
  merchandising and  selling, and  corresponding information  about  the
  products, processes, machines, services and operations  of Carrington,
  as well as  research projects, findings,  or reports, business  plans,
  formulas, processes,  methods of  manufacture, sales,  costs,  pricing
  data, new drug,  cosmetic or device  data and  lists of suppliers  and
  customers.

  Invention  means  any  discovery,  improvement,  process, product,  or
  device that is (a) conceived, discovered or made by you,  either alone
  or with others, during or after the term of your employment with TAES;
  (b) based  on Confidential  Information; and  (c) (i)  related to  the
  actual or  anticipated  business  or activities  of  Carrington,  (ii)
  related to Carrington's  actual or  anticipated research  development,
  (iii) suggested by or resulting from any tasks assigned to you or work
  performed by  you for  or on  behalf of  TAES in  connection with  the
  Contract Research  Agreement, or  (iv) conceived,  discovered or  made
  with the use of Carrington's facilities, materials or personnel.

  1.   Disclosure of Confidential Information

         You acknowledge  that Confidential  Information is  a  valuable
  asset of  TAES  and Carrington  and  that unauthorized  disclosure  or
  utilization thereof could hurt their interests. Therefore, both during
  and after  the term  of your  employment  by TAES,  you agree  not  to
  disclose  to  any  person   or  organization,  other  than   TAES  and
  Carrington, or to utilize for your benefit or profit or the benefit or
  profit of any person or  organization other than TAES  and Carrington,
  any Confidential Information, except  as may be authorized  in writing
  by TAES.
<PAGE>
  2.   Ownership of Inventions

       The following shall be the property of TAES exclusively:

       (a)   Any Invention conceived, discovered or made by you, whether
             individually or with others, whether patentable or not:

       (b)   Any  patent, patent application or  record relating to  any
             Invention.

  3.   Disclosure of Inventions

       You  will promptly disclose to TAES and keep adequate  records on
  any Invention you make.

  4.   Obtaining and Enforcement of Patents

       Without  further consideration from or  charge to TAES,  whenever
  requested to do so by TAES,  you will give all testimony,  execute any
  applications, assignments or other instruments, and in general  do all
  lawful things reasonably requested  of you by TAES  to enable TAES  to
  obtain, maintain and enforce  protection of any intellectual  property
  rights it may have in any Invention for and in the name of TAES or its
  nominee in  all  countries  of  the  world.  These  obligations  shall
  continue beyond the  termination of  your employment  with TAES.  TAES
  will pay any necessary expenses in connection with these matters,

  5.   Disclaimer

       You  represent that  you are  under no obligation  to any  former
  employer or third  party which is  in any  way inconsistent with  this
  agreement or which  imposes any restrictions  on your activities  with
  TAES, except as described in any attachment to this agreement.

  6.   Confidential Information of Prior Emplovers

       You  will not disclose to TAES or  induce TAES to use  any secret
  or confidential information or material belonging to others, including
  former employers,  if any.  In  case of  doubt  with respect  to  your
  obligations towards a  prior employer, you  should consult with  TAES'
  General Counsel or designee.

  7.   Removal and Return of TAES Property

       You  shall not keep elsewhere  than on TAES premises,  nor remove
  therefrom, any property of TAES or Carrington, except and only so long
  as may be required for the  performance of your duties for  TAES. Upon
  termination of  employment  with  TAES,  you  shall  turn  over  to  a
  designated individual  employed  by TAES  all  property then  in  your
  possession or custody and belonging  to TAES or Carrington.  You shall
  not retain any copies  or reproductions of correspondence,  memoranda,
  reports, notebooks, drawings, photographs. or other documents relating
  in any way to the affairs  of TABS or Carrington  which  are entrusted
  to you at any time during your employment with TABS.
<PAGE>
  8.   Miscellaneous Provisions

       (a)  Any  failure  on  the  part  of  TAES  to  insist  upon  the
  performance  of  this  agreement,  or  any  part  thereof,   will  not
  constitute a waiver of any right under this agreement.

       (b)  In the event any provision, or any  portion of any provision
  of this agreement should be declared invalid or unenforceable  for any
  reason by a court of competent jurisdiction, such provision or portion
  thereof shall be considered separate  and apart from the  remainder of
  this agreement, which shall remain in full force and effect.

       (c)  This  Agreement  shall be  binding  upon  and inure  to  the
  benefit  of  the  heirs.  executors,  administrators,  successors  and
  assigns of the parties.

       (d)  This Agreement  shall be  for and  inure to  the benefit  of
  Carrington Laboratories.  Inc. and  its successors  and  assigns as  a
  third party beneficiary.

       (e)  This agreement shall be governed by  and construed according
  to the laws of the State of Texas.

       (f)  A  breach  or default  by  you  of the  provisions  of  this
  Agreement shall cause TAES  or Carrington to suffer  irreparable harm,
  and in such event, TAES or  Carrington shall be entitled, as  a matter
  of right, to a restraining order  or other injunctive relief  from any
  court of  competent jurisdiction,  restraining any  further  violation
  thereof by you, and those in active concert or participation with you.
  The right to a restraining order  or other injunctive relief  shall be
  supplemental to any other right or remedy TAES or Carrington may have,
  including, without limitation,  the right to  recover damages for  the
  breach or default of any of the terms of this Agreement.

  IN WITNESS  WHEREOF the  parties have  hereunto set  their hands  this
  ________ day _________of 19__.


  WITNESSES:                              (Your Name)
                                      TEXAS AGRICULTURE EXPERIMENTAL
  -----------------                   STATION

                                      BY /s/
  -----------------                      ---------------------------

<PAGE>
                               APPENDIX D
                    CONFIDENTIAL DISCLOSURE AGREEMENT

         THIS AGREEMENT, made  effective as  of this __  day of  ______,
  199_, by and between TEXAS AGRICULTURE EXPERIMENTAL STATION, an agency
  of the State of Texas with  offices located in College  Station, Texas
  77843 (hereinafter referred  to as  "TAES") and [Name  and address  of
  Contractor] ("CONTRACTOR")  (TAES  and  CONTRACTOR  being  hereinafter
  referred  to  singularly  as   a  "PARTY"  and  collectively   as  the
  "PARTIES"),

                               WITNESSETH:

         WHEREAS, TAES  is performing  work  under a  Contract  Research
  Agreement with Carrington  Laboratories, Inc.  for the development  of
  proprietary technology,  know-how,  data,  info1 'nation  and  patents
  regarding a novel  immune response  modifier known  under the  generic
  name  acemannan  (hereinafter  referred  to  as  the  "COMPOUND")  and
  regarding a line of wound and skin care products (hereinafter referred
  to as the "PRODUCTS"),  which technology, know-how, data,  information
  and  parents  are   hereinafter  collectively   referred  to  as   the
  "INFORMATION";

        WHEREAS, CONTRACTOR desires to receive INFORMATION  and tangible
   objects   embodying   said   INFORMATION   (said   tangible   objects
   collectively  referred  to  hereafter  as  'MATERIAL')  in  order  to
   perform work for TAES in regard to the  COMPOUND and/or the PRODUCTS;
   and

       WHEREAS, TAES has the right and is  willing to provide CONTRACTOR
  with the INFORMATION and  the MATERLAL as may  be necessary to  permit
  CONTRACTOR to perform such work;

       NOW  THEREFORE, in consideration of the covenants  and conditions
  set forth below, TAES and COTRACTOR do hereby agree as follows:

       1.  TAES  will  provide  CONTRACTOR   with  the  INFORMATION  and
  MATERIAL in order for CONTRACTOR to Perform its work.

       2.  CONTRACTOR  shall  hold in  confidence  the  INFORMATION  and
  MATERIAL provided to it by TAES under this AGREEMENT.  This obligation
  shall continue  in full  force  and effect  unless  (and only  to  the
  extent) waived by TAES in writing.

       3. CONTRACTOR shall not use the INFORMATION  or MATERIAL which it
  is required to hold in confidence hereunder for any purpose other than
  performing work for TAES.

       4. CONTRACTOR  agrees  to  limit  disclosure  of the  INFORMATION
  and MATERIAL  received  from  TAES  hereunder to  only  those  of  its
  employees whom it' considers  necessary to perform  its work for  TAES
  and then only after such employees have undertaken to comply  with the
  terms of  this  AGREEMENT  in  a  written  statement  signed  by  each
  employee. CONTRACIOR  also agrees  to take  reasonable precautions  to
  avoid unauthorized disclosure or use of the INFORMATION  and MATERIALS
  by third parties.
<PAGE>
       5.   CONTRACTOR  represents   that  it  has  no   obligations  or
  commitments inconsistent with this AGREEMENT.

       6.   This  AGREEMENT  shall be  binding  upon  and inure  to  the
  benefit of the permitted successors and assigns of the PARTIES hereto,
  but neither  PARTY  shall  assign this  AGREEMENT  without  the  prior
  written consent of the other PARTY.

       7.   This  AGREEMENT  may  be terminated  by  either  PARTY  upon
  thirty (30) days advance written notice  to the other PARTY,  at their
  respective addresses as written  above, except that the  provisions of
  Paragraphs 2, 3 and  4 above shall  survive for a  period of five  (5)
  years from the date of termination. Upon termination CONTRACTOR within
  thirty (30) days shall  confirm to TAES in  writing that all  MATERIAL
  have been returned to TAES.

       8.   CONTRACTOR shall  promptly rerun]  remaining tangible  forms
  of  INFORMATION  and  MATERIAL  supplied  by  TAES  pursuant  to  this
  AGREEMENT upon termination of this AGREEMENT,

       9.   It  is understood  by both  PARTIES that  of this  AGREEMENT
  does not constitute a license to use the INFORMATION Or MATERIAL other
  than as specified herein.

       10.  It is  understood by both  PARTIES that the  confidentiality
  obligations under  Paragraphs 2,  3 and  4 above  shall  not apply  to
  INFORMATION or MATERIAL disclosed to CONTRACTOR hereunder:

            (a)  where use, publication or  disclosure by CONTRACTOR  of
       any  INFORMATION  or MATERIAL  is  permitted  under  terms  of  a
       written contract between TAES and CONTRACTOR;

            (b)  where the INFORMATION or MATERIAL was known or  used by
       CONTRACTOR prior  to the disclosure  by TAES,  as evidenced by  a
       written or printed document;

            (c)  where the  INFORMATION or  MATERIAL  was known  to  the
       public or generally available to the public prior  to the date it
       was received by CONTRACTOR:

            (d)  where the INFORMATION or  MATERIAL became known to  the
       public or generally  available to the  public, subsequent to  the
       date it  was  received by  CONTRACTOR, without  CONTRACTOR  being
       responsible therefor; or

            (e)  where the INFORMATION or MATERIAL is lawfully disclosed
       to CONTRACTOR by a third party not deriving the same from TAES.

       Exceptions (d) and (e) above shall apply only  from and after the
  date such  INFORMATION or  MATERIAL shall  become  known or  generally
  available to the  public or shall  be received  from said third  party
  respectively.

       Specific  INFORMATION  or MATERIAL  shall  not  be deemed  to  be
  within the  exceptions (a)  through (e)  above  merely because  it  is
  embraced by more  general MATERIAL  within one of  the exceptions.  In
  addition, any combination of features shall not be deemed to be within
  the  foregoing  exceptions  merely  because  individual  features  are
  generally known to the public.
<PAGE>
  11. (a)  This AGREEMENT  shall be  for  and inure  to the  benefit  of
  Carrington Laboratories,  Inc. and  its successors  and  assigns as  a
  third party beneficiary.

       (b)  This  AGREEMENT  shall  be  governed  by  and  construed  in
  accordance with the  substantive Laws  of the State  of Texas  without
  regard to Texas choice-of-law principles.

       (c)  Any  failure  on  the  part  of  TAES  to  insist  upon  the
  performance  of  this  AGREEMENT,  or  any  part  thereof,   will  not
  constitute a waiver of any right under this AGREEMENT.

       d)  In the event any provision, or any portion of  any provision,
  of this AGREEMENT should be declared invalid or unenforceable  for any
  reason by a court of competent jurisdiction, such provision or portion
  thereof shall be considered separate  and apart from the  remainder of
  this AGREEMENT, which shall remain in full force and effect.

       e)  This AGREEMENT shall be binding  upon and shall inure  to the
  benefit  of  the  heirs,  executors,  administrators,  successors  and
  assigns of the PARTIES.

       IN   WITNESS  WHEREOF,  the  PARTIES  hereto  have   caused  this
  AGREEMENT to be executed  by their duly authorized  representatives to
  be effective as of the date first above written.

  BY: /s/
     -----------------------------------
  TEXAS AGRICULTURE EXPERIMENTAL STATION



  BY:
     -----------------------------------
  CONTRACTOR