NONEXCLUSIVE DISTRIBUTION AGREEMENT


         THIS AGREEMENT is made and entered into as of November 15, 1996,
   (The "Effective Date"), by and between POLYMEDICA INDUSTRIES, INC., a
   Massachusetts corporation, having its principal offices at 11 State
   Street, Woburn, MA 01801 ( Manufacturer ) and CARRINGTON LABORATORIES,
   INC. a Texas corporation having its principal offices at 2001 Walnut
   Hill Lane, Irving, TX 75038 ( Distributor ).

                                  WITNESSETH:

         In consideration of the mutual covenants and conditions herein
   contained, and intending to be legally bound hereby, the parties
   mutually agree as follows:

   1.    Products and Territory

         (a)   Manufacturer hereby appoints Distributor as a distributor
   for the products listed in Exhibit A hereto (the "Products") during the
   term of this Agreement for the purposes of reselling the Products to the
   professional healthcare marketplace, so long as those purchasers are
   located in the United States of America and any other mutually agreed
   upon geographic territories added hereunder from time to time in
   writing (the "Territory").

         (b)   Manufacturer reserves the right to appoint additional
   distributors in the Territory and shall itself be free to sell Products
   directly to purchasers in the Territory.

         (c)   Distributor shall refrain from establishing or maintaining
   any branch, warehouse or distribution facility for Products outside the
   Territory.  Distributor shall not engage in any advertising or
   promotional activities relating to the Products directed primarily to
   customers located outside the Territory.  Distributor shall not solicit
   orders from any prospective purchaser located outside the Territory.  If
   Distributor receives an order for Products from a prospective purchaser
   located outside the Territory, Distribution shall refer that order to
   Manufacturer.

         (d)   Distributor may appoint a secondary or subdistributor to
   sell the Products in the Territory so long as: (i) such secondary or
   subdistributor confirms in writing to Manufacturer that it will comply
   with all of Distributor s obligations under this Agreement; and (ii)
   Manufacturer approves such secondary or subdistributor.
<PAGE>
   2.    Ordering, Prices and Payment

         (a)   At the earliest possible date, Distributor shall provide
   Manufacturer with non-binding estimates of its orders of Products for
   the next six (6) months on a rolling basis.  Such forecasts shall be
   stated on a monthly basis.  Once a month is forecasted, such forecasted
   amount may be increased or decreased by twenty-five percent (25%) before
   a firm order for that month is placed pursuant to Section 2(b) below.

         (b)   Distributor (unless otherwise agreed in writing from time to
   time) shall furnish Manufacturer with firm orders in writing for
   Products not later than three (3) months prior to the required date for
   receipt of the shipment of such Products.  Firm orders for each calendar
   month shall be no less than seventy-five percent (75%) and no greater
   than one hundred twenty-five (125%) of the estimate contained in the
   forecast for such calendar month provided in accordance with Section
   2(a) above.

         (c)   Distributor shall order Products from Manufacturer by
   submitting a written purchase order identifying the Products ordered and
   requested delivery date(s).  Said delivery dates must be within nine
   months of the date of receipt of the written purchase order. 
   Manufacturer always undertakes to maintain a capacity to enable
   Manufacturer to meet one hundred twenty-five percent (125%) of
   Distributor s estimated requirements of the Products provided in
   accordance with Section 2(a) above.

         (d)   If a purchase order is accepted in accordance with Section
   2(c) above, the prices for Products covered by such purchase order shall
   be Manufacturer s net distributor prices F.O.B. Golden, Colorado, USA
   which are in effect on the date of the order.  The initial price for
   each Product under this Agreement is set out in Exhibit B hereto. Such
   prices are F.O.B. Golden, Colorado, USA.  Manufacturer shall review the
   initial price for each Product on an annual basis, starting at the
   beginning of the 1998 calendar year, and the parties may mutually agree
   in writing to change the price for each Product once during each
   calendar year, starting with the 1998 calendar year provided, however,
   no price increase shall exceed five percent (5%).  Any such change shall
   become effective sixty (60) days after Distributor's receipt of notice
   thereof; provided however, that no price change shall affect purchase
   orders offered by Distributor and received by Manufacturer prior to the
   date such price change becomes effective.

         (e)   Distributor shall be free to establish its own pricing for
   Products which it sells.

         (f)   Distributor hereby agrees: (i) to assist Manufacturer in
   obtaining any required licenses or permits required by Manufacturer by
   supplying such documentation or information as may be reasonably
   requested by Manufacturer; (ii) to comply with all governmental decrees,
   statutes, rules and regulations; (iii) to maintain the necessary records
   to comply with such decrees, statutes, rules and regulations; (iv) not
   to export any Products except in compliance with such decrees, statutes,
<PAGE>
   rules and regulations; (v) to obtain all governmental approvals and
   licenses necessary to import the Products into any country in the
   Territory; and (vi) not to sell, transfer or otherwise dispose of
   Products in violation of the export laws of the United States.  Each
   party agrees to indemnify and hold harmless the other party from any and
   all fines damages, losses, costs and expenses (including reasonable
   attorneys  fees) incurred by such other party as a result of any breach
   of this Section 2(f) by the indemnifying party.

         (g)   Unless Distributor requests otherwise, all Products ordered
   by Distributor shall be packed for shipment and storage in accordance
   with Manufacturer's standard commercial practices and laws, rules and
   regulations applicable in the Territory.  It is Distributor's
   obligations to notify Manufacturer of any special packaging requirements
   (which shall be at Distributor's expense) and Manufacturer shall adhere
   to all packaging, labeling and inserts instructions requested by
   Distributor as a result of any laws, rules and regulations applicable in
   the Territory.  Distributor shall provide any required film work and art
   work at its expense.  Manufacturer shall deliver Products into the
   possession of a common carrier designated by Distributor no later than
   the date specified for such delivery on the relevant purchase order for
   such Products; provided, however, that if Distributor does not designate
   such carrier at least ten (10) days prior to such specified date, then
   Manufacturer may designate such carrier on Distributor s behalf.  Risk
   of loss and damage to a Product shall pass to Distributor upon the
   delivery of such Products to the common carrier designated hereunder.

         (h)   All amounts due and payable with respect to a Product
   delivered by Manufacturer in accordance with Section 2(g) hereof shall
   be paid in full within 45 days after the end of the calendar month in
   which the invoice is received or dated with a 2% discount if paid within
   30 days.  All such amounts shall be paid against invoice in U.S. dollars
   by wire transfer or check to such bank or account as Manufacturer may
   from time to time designate in writing.  All costs incurred in
   connection with such wire transfer shall be the responsibility of
   Distributor.

         (i)   Whenever any amount under Sections 2 or 3 hereof is due on a
   day which is not a day on which banks in Denver, Colorado are open for
   business (a  Business Day ), such amount shall be paid on the next such
   Business Day.  Amounts hereunder shall be considered to be paid as of
   the day on which funds are received by Manufacturer s designated bank.

         (j)   All amounts due and owing to Manufacturer under Sections 2
   or 3 hereof but not paid by Distributor on the due date thereof shall
   bear interest at the rate of the lesser of either: (i) one percent (1%)
   per month; or (ii) the maximum lawful interest rate permitted under
   applicable law.  Such interest shall accrue on the balance of unpaid
   amounts from time to time outstanding from the date on which portions of
   such amounts become due and owing until payment thereof in full.

   3.    Other Obligations of Distributor

         (a)   Distributor shall maintain an adequate stock of Products so
   as to render prompt and adequate service to the users of the Products in
   the Territory.
<PAGE>         
         (b)   Each party to this Agreement shall report to the other party
   with respect to all complaints received concerning the Products.  For
   any complaint likely to cause a risk to patient health, such complaint
   shall be reported to the other party with urgency, but in no event more
   than forty-eight (48) hours after receipt thereof.  Where possible, the
   reporting party shall provide copies of each complaint when reporting to
   the other party in accordance with this Section 3(e).
   
   4.    Obligations of Manufacturer

         (a)   Manufacturer hereby agrees to provide to Distributor with
   each shipment of Products, a certificate of conformity.  Such
   certificate shall state that such Products satisfy the agreed upon
   specifications for such Products.

         (b)   To have any required licenses or permits, such as a valid
   510(k) for Products it delivers to Distributor.

         (c)   Subject to Section 2(g) only deliver Product with
   Distributor packaging labeling insert and artwork requirements.

               The manufacturer shall print or label the Product ordered by
   the Distributor in the manner designated by the Distributor from time to
   time in accordance with FDA requirements.  If the Distributor designates
   substantial changes to the form of label initially designated by the
   Distributor as set forth in Exhibit A for the Product then the
   Distributor shall reimburse the Manufacturer for its out-of-pocket costs
   in making such changes.

         (d)   Deliver no Product that has a remaining shelf life of less
   than two years.

   5.    Relationship of the Parties

         (a)   Distributor shall be considered to be an independent
   contractor.  The relationship between Manufacturer and Distributor shall
   not be construed to be that of employer and employee, nor to constitute
   a partnership, joint venture or agency of any kind.

         (b)   Distributor shall pay all of its expenses, including without
   limitation all travel, lodging and entertainment expenses, incurred in
   connection with its services hereunder.  Manufacturer shall not
   reimburse Distributor for any of those expenses.

         (c)   Distributor shall have no right to enter into any contracts
   or commitments in the name of, or on behalf of, Manufacturer, or to bind
   Manufacturer in any respect whatsoever.  In addition, Distributor shall
   not obligate or purport to obligate Manufacturer by issuing or making
   any affirmations, representations, warranties or guaranties with respect
   to Products to any third party, other than the warranties described in
   Exhibit B attached hereto and made a part hereof.
<PAGE>
   6.    Minimum Purchase Requirements

         (a)   Distributor shall purchase a sufficient amount of Products
   from Manufacturer so as to meet or exceed 100,000 units per purchase
   order.

         For the purposes of Section 2(d) above, (i) a  purchase  of
   Products within a specified time period shall mean Distributor
   submitting a firm order to Manufacturer for such Products; (ii) a  unit 
   of Products; and (ii) a "unit" of Products shall mean an amount of
   Product equal to a 4 ins. by 4 ins. swatch.  For example, a Product
   measuring 8 ins. by 8 ins. shall count as four (4) units.

   7.    Liability

         (a)   Product Warranties.  Manufacturer warrants that the
   Products, as delivered to the Distributor, shall (i) conform to the
   product purchase specification attached hereto as Exhibit A; and (ii) be
   manufactured and stored before delivery in accordance with all
   applicable regulatory requirements.

         (b)   Correction of Non-Conformity.  Should any failure to conform
   with the warranties set out in Section 9(a) appear within (1) month from
   the date of delivery of the Product (whether discovered by Distributor
   or their customers), and if given written notice by Distributor to
   Manufacture within thirty (30) days from the date of the discovery,
   Manufacturer shall correct such nonconformity, at its option, by

               (i)   replacement of the nonconforming Product; or

               (ii)  refund of the purchase price of the nonconforming
                     Product.

         (c)   Limitation of Warranties.  The warranties shall not apply to
               any Product which

               (i)   has been tampered with or otherwise altered;

               (ii)  has been subjected to alteration, misuse, negligence
                     or accident; or

               (iii) has been stored, handled or used in a manner contrary
               to applicable laws or other governmental requirements or
               Manufacturer's instructions.

         (d)   DISCLAIMER.  THE FOREGOING WARRANTIES IN THIS SECTION 7 ARE
   EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF QUALITY AND
   PERFORMANCE, WRITTEN, ORAL OR IMPLIED, AND ALL OTHER WARRANTIES
   INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
   PARTICULAR PURPOSE ARE HEREBY DISCLAIMED BY MANUFACTURER, ITS AFFILIATES
   AND THEIR SUBCONTRACTORS.
<PAGE>
         (e)   Exclusive Remedy.  Except as provided in Section 8(a) below,
   correction of non-conformities in the manner and for the period of time
   provided in Section 7(b) above shall be Distributor's exclusive remedy
   and shall constitute fulfillment of all liabilities of Manufacturer, its
   Affiliates and their subcontractors (including any liability for direct,
   indirect, special, incidental or consequential damages), whether in
   warranty, contract, tort (including, but not limited to, negligence,
   failure to warn or failure to test), strict liability, or otherwise with
   respect to any non-conformance of or defect or deficiency in the
   Product.

   8.    Indemnifications and Insurance

         (a)   Indemnification of Distributor.  Manufacturer shall
   indemnify and hold Distributor and its Affiliates, directors, officers
   and employees harmless from and against any and all loss, liability,
   damage, expense and cost (including, without limitation, reasonable
   attorney s fees and other costs of defense) arising out of legally
   justified claims under Section 7, section 12, item 12(k) or from a third
   party in respect of personal injuries to customers or users to the
   extent caused by a defective Product, excluding, however, all such
   losses, liabilities, damages, expenses and costs to the extent caused by
   any act or omission of Distributor, its Affiliates or sub-distributors
   or any failure by them to comply with their obligations under this
   Agreement.

         (b)   Indemnification of Manufacturer.  Distributor shall
   indemnify and hold Manufacturer and its Affiliates, directors, officers
   and employees harmless from and against any and all loss, liability,
   damage, expense and cost (including without limitation, reasonable
   attorney s fees and other costs of defense) to the extent arising out of
   legally justified claims from a third party related to the Product
   caused by any act or omission of Distributor, its Affiliates or sub-
   distributors or any failure by them to comply with their obligations
   under this Agreement.

         (c)   Defense of Actions.  Each party indemnified hereunder (an
    Indemnified Party ) will give the Indemnifying Party written notice of
   any action or proceeding relating to any claim or loss for which
   Indemnity is sought hereunder within ten (10) business days after any
   such Indemnified Party shall have had actual notice thereof and the
   Indemnifying Party, at its option, shall be entitled to participation in
   or direct the defense or settlement of such action; provided the
   Indemnifying Party employs counsel reasonably acceptable to the
   Indemnified Party.  The Indemnifying Party shall not be liable to the
   Indemnified Party in respect of settlements effected by the Indemnified
   Party without the written consent of the Indemnifying Party.  In the
   event that any Indemnifying Party shall undertake to compromise or
   defend any action or proceeding, it shall promptly notify the
   Indemnified Party of its intention to do so and the Indemnified Party
   agrees to cooperate fully with the Indemnifying Party and its counsel in
   any such compromise or defense.
<PAGE>
         (d)   Insurances.  The parties represent that they have and shall
   maintain during the term hereof, and for three (3) years thereafter,
   financial reserves and insurance with policy limits and coverage
   reasonably adequate to cover all perils customarily protected against in
   performing their respective obligations hereunder.  Each party agrees to
   provide the other party with a certificate of insurance upon the request
   of the other party.
   
         (e)   Limitation of Liability. IN NO EVENT SHALL ANY PARTY OR ITS
   AFFILIATES BE LIABLE TO THE OTHER PARTY FOR SPECIAL INDIRECT, INCIDENTAL
   OR CONSEQUENTIAL DAMAGES, WHETHER IN CONTRACT, WARRANTY, TORT
   (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, FAILURE TO WARN OR FAILURE TO
   TEST), STRICT LIABILITY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO,
   LOSS OF PROFITS OR REVENUE, LOSS OF USE OF THE PRODUCT, DELAY OR CLAIMS
   OF CUSTOMERS OF DISTRIBUTOR OR OTHER USERS OF THE PRODUCT.

   9.    Term and Termination

         (a)   Upon the occurrence of a material breach or default as to
   any obligation hereunder by either party and the failure of the
   breaching party to promptly pursue (within thirty (30) days after
   receiving written notice thereof from the non-breaching party) a
   reasonable remedy designed to cure (in the reasonable judgment of the
   non-breaching party) such material breach or default, this Agreement may
   be terminated by the non-breaching party by giving written notice of
   termination to the breaching party, such termination being immediately
   effective upon the giving of such notice of termination.

         (b)   Upon the filing of a petition in bankruptcy, insolvency or
   reorganization against or by either party, or either party becoming
   subject to a composition for creditors, whether by law or agreement, or
   either party going into receivership or otherwise becoming insolvent
   (such party hereinafter referred to as the  insolvent party ), this
   Agreement may be terminated by the other party by giving written notice
   of termination to the insolvent party, such termination being
   immediately effective upon the giving of such notice of termination.

         (c)   The term of this Agreement shall begin on the Effective
   Date.  Unless terminated earlier pursuant to the terms of Sections 9(a)
   or 9(b) above, the term of this Agreement shall expire on the fifth
   anniversary of the Effective Date.

         (d)   In the event of a termination pursuant to either of Sections
   9(a) or 9(b) above or upon expiration of this Agreement pursuant to
   Section 9(c) above, neither party shall have any obligation to the
   terminated party, or to any employee of the terminated party, for
   compensation or for damages of any kind, whether on account of the loss
   by the terminated party or such employee of present or prospective
   sales, investments, compensation or goodwill or otherwise, provided,
   however, that this Section 9(d) is without prejudice to any rights the
   terminated party may have in case of breach of this Agreement by the
   terminating party.  The terminated party, for itself and on behalf of
   each of its employees, hereby waives any rights which may be granted to
   it or them under the laws and regulations of the Territory or otherwise
   which are not granted to it or them by this Agreement.  The terminated
   party hereby indemnifies and holds the terminating party harmless from
   and against any and all claims, costs, damages and liabilities
<PAGE>
   whatsoever asserted by any employee, agent or representative of the
   terminated party under any applicable termination, labor, social
   security or other similar laws or regulations.
   
         (e)   Termination of this Agreement shall not affect the
   obligation of Distributor to pay Manufacturer all amounts owing or to
   become owing or to become owing as a result of Products delivered by
   Manufacturer to the common carrier on or before the date of such
   termination, as well as interest thereon to the extent any such amounts
   are paid after the date they became or will become due pursuant to this
   Agreement.

         (f)   Notwithstanding anything else in this Agreement to the
   contrary, the parties agree that Section 7, 8, 9(d) and (e), 10, 11 and
   12 shall survive the termination or expiration of this Agreement, as the
   case may be.

   10.   Publicity

         Distributor agrees that any publicity or advertising which shall
   be released by it in which Manufacturer is identified in connection with
   the Products shall be in accordance with the terms of this Agreement and
   with any information or data which Manufacturer has furnished in
   connection with this Agreement.  Copies of all such publicity and
   advertising shall be forwarded promptly to Manufacturer.

   11.   Confidentiality Maintained

         (a)   Each party agrees that the other party has a proprietary
   interest in any information provided by the other party, whether in
   connection with this Agreement or otherwise, whether in written or oral
   form, which is (i) a trade secret, confidential or proprietary
   information, (ii) not publicly known, and (iii) annotated by a legend,
   stamp or other written identification as confidential or proprietary
   information (hereinafter referred to as  Proprietary Information ). 
   Each party shall disclose the Proprietary Information provided by the
   other party only to those of its agents and employees to whom it is
   necessary in order to properly carry out their duties as limited by the
   terms and conditions hereof.  Both during and after the term of this
   Agreement, all disclosures by the party receiving Proprietary
   Information to its agents and employees shall be held in strict
   confidence by such agents and employees.  During and after the term of
   this Agreement, such receiving party, its agents and employees shall not
   use the Proprietary Information for any purpose other than in connection
   with discharging its duties in the Territory pursuant to this Agreement. 
   The receiving party shall, at its expense, return to the disclosing
   party the Proprietary Information provided by such disclosing party as
   soon as practicable after the termination or expiration of this
   Agreement.  During the term of this Agreement and thereafter, all such
   Proprietary Information shall remain the exclusive property of the party
   which provided it.  This Section 11 shall also apply to any consultants
   or subcontractors that the receiving party may engage in connection with
   its obligations under this Agreement.
<PAGE>
         (b)   Notwithstanding anything contained in this Agreement to the
   contrary, each party shall not be liable for a disclosure of the
   Proprietary Information of the other party if the information so
   disclosed: (i) was in the public domain at the time of disclosure
   without breach of this Agreement; or (ii) was known to or contained in
   the records of receiving party from a source other than providing party
   at the time of disclosure by providing party to receiving party and can
   be so demonstrated; or (iii) was independently developed and is so
   demonstrated promptly upon receipt of the documentation and technology
   by receiving party; or (iv) becomes known to the receiving party from a
   source other than providing party without breach of this Agreement by
   receiving party and can be so demonstrated; or (v) was disclosed
   pursuant to court order or as otherwise compelled by law.

   12.   Miscellaneous

         (a)   No modification or change may be made in this Agreement
   except by written instrument duly signed by each party.

         (b)   This Agreement and the rights and obligations hereunder may
   not be assigned, delegated or transferred by either party without the
   prior written consent of the other party; provided, however, that the
   other party s consent shall not be required with respect to any
   assignment, delegation or transfer by a party to any affiliate of such
   party.  To the extent permitted by this Agreement, this Agreement shall
   inure to the benefit of the permitted successors and assigns of both
   parties.

         (c)   All notices given under this Agreement shall be in writing
   and shall be addressed to the parties at their respective addresses set
   forth above.  Either party may change its address for purposes of this
   Agreement by giving the other party written notice of its new address. 
   Any such notice if given or made by registered or recorded delivery
   letter shall be deemed to have been received on the earlier of the date
   actually received and the date three (3) calendar days after the same
   was posted (and in proving such it shall be sufficient to prove that the
   envelope containing the same was properly addressed and posted as
   aforesaid) and if given or made by telecopy transmission shall be deemed
   to have been received at the time of dispatch, unless such date of
   deemed receipt is not a Business Day, in which case the date of deemed
   receipt shall be the next such succeeding Business Day.

         (d)   None of the conditions or provisions of this Agreement shall
   be held to have been waived by any act or knowledge on the part of
   either party, except by an instrument in writing signed by a duly
   authorized officer or representative of such party.  Further, the waiver
   by either party of any right hereunder or the failure to enforce at any
   time any of the provisions of this Agreement, or any rights with respect
   thereto, shall not be deemed to be a waiver of any other rights
   hereunder or any breach or failure of performance of the other party.
   <PAGE>
         (e)   This Agreement shall be construed and governed according to
   the laws of Massachusetts applicable to contracts made and to be fully
   performed therein, excluding (i) the United Nations Convention on
   Contracts for the International Sale of Goods; (ii) the 1974 Convention
   on the Limitation Period in the International Sale of Goods (the  1974
   Convention ), and (iii) the Protocol amending the 1974 Convention, done
   at Vienna, April 11, 1980.

         (f)   Any dispute, controversy or claim arising out of or relating
   to this Agreement or to a breach hereof, including its interpretation,
   performance or termination, shall be finally resolved by arbitration. 
   The arbitration shall be conducted by three (3) arbitrators, one to be
   appointed by Manufacturer, one to be appointed by Distributor and a
   third being nominated by the two arbitrators so selected or, if they
   cannot agree on a third arbitrator, by the American Arbitration
   Association; provided, however, in the event any such dispute,
   controversy or claim involves a claim of damages for $100,000 or less,
   the arbitration shall be conducted by one (1) arbitrator appointed by
   Manufacturer and Distributor or, if they cannot agree on an arbitrator,
   by the American Arbitration Association.  The arbitration shall be
   conducted in English and in accordance with the rules of the American
   Arbitration Association, which shall administer the arbitration and act
   as appointing authority.  The arbitration, including the rendering of
   the award, shall take place in Denver, Colorado and shall be the
   exclusive forum for resolving such dispute, controversy or claim.  The
   decision of the arbitrators shall be binding upon the parties hereto,
   and the expense of the arbitration (including without limitation the
   award of attorneys  fees to the prevailing party) shall be paid as the
   arbitrators determine.  The decision of the arbitrators shall be
   executory, and judgment thereon may be entered by any court of competent
   jurisdiction.  Not withstanding anything contained in this Section 12(g)
   to the contrary, each party shall have the right to institute judicial
   proceedings against the other party or anyone acting by, through or
   under such other party, in order to enforce the instituting party s
   rights hereunder through reformation of contract, specific performance,
   injunction or similar equitable relief.

         (g)   No rights or licenses with respect to the Products or the
   Trademarks are granted or deemed granted hereunder or in connection
   herewith, other than those rights expressly granted in this Agreement.

         (h)   Taxes, now or hereafter imposed with respect to the
   transactions contemplated hereunder (with the exception of income taxes
   or other taxes imposed upon Manufacturer and measured by the gross or
   net income of Manufacturer) shall be the responsibility of Distributor,
   and if paid or required to be paid by Manufacturer, the amount thereof
   shall be added to and become a part of the amounts payable by
   Distributor hereunder.

         (i)   Distributor may not customize, modify or have customized or
   modified any Product unless it obtains the prior written consent of
   Manufacturer, which consent may be withheld in the sole discretion of
   Manufacturer.  Any unauthorized customizing or modification of any
   Product by Distributor or any third party shall relieve Manufacturer
   from any obligation it would otherwise have had with respect to such
   Product under the warranties described.
<PAGE>
         (j)   Neither Manufacturer nor Distributor shall be liable in
   damages, or shall be subject to termination of this Agreement by the
   other party, for any delay or default in performing any obligation
   hereunder (other than a payment obligation) if that delay or default is
   due to any cause beyond the reasonable control and without fault or
   negligence of that party; provided that, in order to excuse its delay or
   default hereunder, a party shall notify the other of the occurrence or
   the cause, specifying the nature and particulars thereof and the
   expected duration thereof; and provided, further, that within fifteen
   (15) calendar days after the termination of such occurrence or cause,
   such party shall give notice to the other party specifying the date of
   termination thereof.  All obligations of both parties shall return to
   being in full force and effect upon the termination of such occurrence
   or cause.  For the purposes of this 12(i) a  cause beyond the reasonable
   control  of a party shall include, without limiting the generality of
   the phrase, any act of God, act of any government or other authority or
   statutory undertaking, industrial dispute, fire, explosion, accident,
   power failure, flood, riot or war (declared or undeclared).

         (k)   Each of Distributor and Manufacturer convenants that all of
   its activities under or pursuant to this Agreement shall comply with all
   applicable laws, rules and regulations, and neither is a party to any
   agreement which would prevent the sale or purchase of the Products.

         (l)   If any provision of this Agreement is declared invalid or
   unenforceable by a court having competent jurisdiction, it is mutually
   agreed that this Agreement shall endure except for the part declared
   invalid or unenforceable by order of such court.  The parties shall
   consult and use their best efforts to agree upon a valid and enforceable
   provision which shall be a reasonable substitute for such invalid or
   unenforceable provision in light of the intent of this Agreement.

         (m)   This Agreement may be executed in one or more counterparts,
   each of which shall be deemed an original, but all of which together
   shall constitute one and the same instrument.

         (n)   For the purposes of this Agreement,  affiliates  shall mean
   all companies, natural persons, partnerships and other business entities
   controlled by, under common control with or controlling either party to
   this Agreement.

   IN WITNESS WHEREOF, the parties hereto have signed this Agreement.

                           CARRINGTON LABORATORIES, INC., as Distributor

   
                           By                                               
                           Name:  Dr. Carlton E. Turner
                           Title:    President & CEO

                           POLYMEDICA INDUSTRIES INC., as Manufacturer

   
                           By                                               
                            
                           Name:
                           Title:
<PAGE>
    


                                   EXHIBIT A
                                  POLYMEDICA

                        Product  Purchase Specification


   General Description:

         The  Product  is a breathable, absorptive, self-adhesive dressing. 
         The  Product  has hydrophilic properties and is designed to manage
         wound exudate by a combination of its absorption and evaporative
         properties.

         The dressings are constructed of three layers:

               1)    Layer one, a non-transparent pigmented (tan
                     coloration), hydrophilic polyurethane film;

               2)    Layer two, a hydrophilic, asymmetric, microporous,
                     open-cell polyurethane membrane; and

               3)    Layer three, a porous, acrylic, copolymer, pressure
                     sensitive adhesive.

         The dressing is supplied on a release paper which is cut to
         provide an easy peel facility (crack and peel).  The dressing is
         packaged in individual pouches.  Pouched dressings are packaged
         with an  Instructions for Use  leaflet in a carton.  The dressings
         packed in pouches, and cartons are gamma irradiated to produce
         sterile product.

   Product Properties:

         Mechanical Properties:
         Tensile Strength:  >= 0.1 Kg/mm(2)
         % Elongation:  >= 100%

         Moisture Vapor Transport Rate (MVTR):
         Upright >= 1100 g/m(2)/24 hrs.

         Ratio Inverted/Upright:
         >= 2.0 g/m(2)/24 hrs.

         Lot Code:         To be a minimum of 1/8" high on pouch.  All
                           letters and numerals must be legible
                           individually.

         Expiration Date:  Present and legible on pouch and carton.

         Pouch Seal:       Is complete and not over Product.
<PAGE>

   EXHIBIT A
   POLYMEDICA

   Product  Purchase Specification
   (Continued)

   Sterility:

         Packaged product is sterilized by gamma irradiation with a minimum
         dose of 2.5 Mrads (25  Kgys) for a Sterility Assurance Level of 6-
         10  .  Validation and release criteria to be those set forth in
         the current  Guideline for Gamma Radiation Sterilization :
         Association for the Advancement of Medical Instrumentation (AAMI).

   Indications For Use:

         The  Product  is intended for use in the management of:

               Venous stasis ulcers                Partial-thickness wounds
               Diabetic ulcers                     Superficial burns
               Pressure sores                      Abrasions and
               lacerations
               Donor sites                         Full-thickness wounds

         The  Product  is not indicated for third degree burns.

   Product Dating:

         Product packaging is individually stamped with an expiry code
         which is 3 years from the date of manufacture.

   Product Labeling:

         Examples of initially designated labeling from Distributor is
   attached.
<PAGE>

  
                                   EXHIBIT B
                                   POLYMEDICA

                                Product  Pricing


   Nominal Size                                 Price (eaches)
   ------------                                 --------------
   2" x 3"                                      $ 0.71

   4" x 4"                                      $ 1.11

   6" x 8"                                      $ 3.85



   All prices FOB, Golden, Colorado, USA
<PAGE>