SALES DISTRIBUTION AGREEMENT


         THIS AGREEMENT is made and entered into as of the        day of
                       , 1995, by and between CARRINGTON LABORATORIES,
   INC., a Texas corporation ("Carrington"), and LABORATORIOS PiSA S.A. DE
   C.V., a Mexican corporation ("PiSA").


                            W I T N E S S E T H :


         WHEREAS, Carrington is engaged in the business of manufacturing,
   selling and distributing certain pharmaceutical products and is
   desirous of establishing a competent and exclusive distribution source
   for sales of such products in Mexico and certain countries in Central
   America and the Caribbean (defined in Article I hereof as the
   Territory); and

         WHEREAS, PiSA is desirous of distributing such products in the
   Territory and is willing and able to provide a competent distribution
   organization in the Territory, and PiSA desires to be Carrington's
   sales distributor for such products in the Territory;

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

   Article 1.  Definitions

         1.1   As used in this Agreement, the following terms shall have
   the meanings specified in this Article 1.1:

         (a)   "Products" shall mean the wound and skin care products
               manufactured by or for Carrington set forth on Exhibit A
               hereto.  Carrington will provide a ninety (90) day notice
               to PiSA on its intent to add or discontinue Products to
               Exhibit A.

         (b)   "Territory" shall mean the following countries:  Mexico,
               Guatemala, Nicaragua, Panama, El Salvador, and the
               Dominican Republic.

   Article 2.  Appointment

         2.1   Subject to the terms and conditions of this Agreement,
   Carrington hereby appoints PiSA as Carrington's sales distributor in
   the Territory for the sale of Products, and PiSA hereby accepts such
   appointment.  As sales distributor in the Territory, PiSA shall,
   subject to the terms and conditions of this Agreement, have the right
   to sell Products in the Territory, but shall have no right to sell
   Products outside the Territory.  During the term of this Agreement,
   Carrington agrees not to appoint any other persons as distributors for
   the Products in the Territory, provided in this Agreement.
<PAGE>   
         2.2a. In a manner reasonably satisfactory to Carrington, and at
   PiSA's sole expense, PiSA agrees to (a) make all declarations, filings,
   and registrations with, and obtain all approvals and authorizations
   from, governmental and regulatory authorities required to be made or
   obtained in connection with the promotion, marketing, sale or
   distribution of the Products in the Territory, (b) devote its best
   efforts to the diligent promotion, marketing, sale and distribution of
   the Products in the Territory, (c) provide and maintain a competent and
   aggressive organization for the promotion, marketing, sale and
   distribution of the Products in the Territory, and (d) assure competent
   and prompt handling of inquiries, orders, shipments, billings and
   collections, and returns of or with respect to the Products and careful
   attention to customers  requirements for all Products, (e) promptly
   assign back to Carrington any product registrations in the Territory
   upon termination of Agreement.

         2.2b. If Carrington terminates the Agreement without cause under
   the Agreement, excluding the instance where the parties fail to reach
   agreement on price or minimums, then Carrington agrees to a one year
   sales moratorium in the Territory.

         2.3   Carrington will provide PiSA with such (i) reasonable sales
   personnel training in relation to the Products in Irving, Texas or a
   mutually agreed upon location in Mexico, and (ii) promotional Product
   literature of Carrington, as PiSA may request from time to time. 
   Carrington and PiSA shall cover their respective direct expenses.

         2.4   During the term of this Agreement, PiSA shall be considered
   an independent contractor and shall not be considered a partner,
   employee, agent or servant of Carrington.  As such, PiSA has no
   authority of any nature whatsoever to bind Carrington or incur any
   liability for or on behalf of Carrington or to represent itself as
   anything other than a sales distributor and independent contractor.

   Article 3.  Certain Performance Requirements

         3.1   PiSA agrees to promote, market, sell and distribute the
   Products only to customers and potential customers within the Territory
   for ultimate use within the Territory.  PiSA will not, under any
   circumstances, either directly or indirectly through third parties,
   promote, market, sell, distribute or ship Products within or to, or for
   ultimate use within, the United States or any place outside the
   Territory.

         3.2   In order to assure Carrington that PiSA is not repatriating
   Products to the United States or elsewhere outside the Territory, PiSA
   agrees that:

         (a)   PiSA will send to Carrington a monthly sales report on the
               number of units of each Product sold;

         (b)   PiSA will send to Carrington a monthly inventory report of
               the Products; and
         
         (c)   Carrington may mark for identification all Products sold by
               Carrington to PiSA hereunder.
<PAGE>
         3.3   PiSA shall maintain a sufficient inventory of Products to
   assure an adequate supply of Products to serve all its market segments. 
   PiSA shall maintain all its inventory of Products clearly segregated
   and meeting all storage and other required standards applicable
   governmental authorities.  All such inventory shall be subject to
   inspection by Carrington or its agents with 72 hours written notice.

         3.4   PiSA shall be responsible for and shall collect all
   governmental and regulatory sales and other taxes, charges and fees
   that may be due and owing upon sales by PiSA of Products.  Upon written
   request from PiSA, Carrington shall provide PiSA with such certificates
   or other documents as may be reasonably required to establish any
   applicable exemptions from the collection of such taxes, charges and
   fees.

         3.5   All Products shall be packaged, labeled, advertised,
   marketed, sold and distributed by PiSA in compliance with the rules and
   regulations of the applicable governmental authority within the
   territory in which the Products are marketed, as amended from time to
   time, and (ii) all other applicable laws, rules and regulations.  

         3.6   PiSA agrees not to make, or permit any of its employees,
   agents or representatives to make, any claims of any properties or
   results relating to any Product, unless such claims have received
   written approval from Carrington and from the applicable governmental
   authority.

         3.7   PiSA shall not use any label, advertisement or marketing
   material on or with respect to or relating to any Product unless such
   label, advertisement or marketing material has first been submitted to
   and approved by Carrington in writing.

         3.8   PiSA agrees that Carrington shall have the right to inspect
   PiSA's facilities at all reasonable times to ensure PiSA's compliance
   with the provisions of this Agreement.

         3.9   PiSA will actively and aggressively promote the sale of the
   Products to all customers and potential customers within the Territory. 
   PiSA agrees not to market, sell or distribute to any customers or
   potential customers in the Territory without ninety (90) days written
   notice to Carrington, any wound care, skin care, or incontinence care.

   Article 4.  Sale of Products by Carrington to PiSA

         4.1   Subject to the terms and conditions of this Agreement,
   including specifically Article 4.6 hereof, Carrington shall sell to
   PiSA its requirements for the Products at a price for each Product (the
   "Contract Price") which represents a discount from Carrington's
   distributor price for such Product as set forth in Carrington's
   published distributor price list (the "Published Price List").  For
   orders placed by PiSA during the first 12-month period of the term of
   this Agreement, the Contract Prices for the Products listed on Exhibit
   A are set forth on such exhibit opposite each Product.  At least 90
   days prior to the end of each 12-month period of the term of this
   Agreement, the parties shall commence good faith negotiations to
   determine and agree upon the Contract Prices for Products for the next
   12-month period of the term.  During any twelve (12) month period
<PAGE>
   Carrington reserves the right to change its distributor prices for
   Products as set forth in the Published Price List if mutually agreed to
   by PiSA.  Such cost increases shall be no greater than 5% of the U.S.
   inflation rate.

         4.2   As consideration for its appointment as a sales distributor
   entitled to a Product discount, PiSA agrees to purchase from
   Carrington, during each 12-month period of the term of this Agreement,
   commencing with the 12-month period beginning January 1, 1996 through
   December 31, 1996, at the Contract Price, a specified minimum aggregate
   dollar amount (based on the Contract Price) of the Products (the
   "Specified Minimum Amount").  For the first 12-month period of the term
   of this Agreement, the Specified Minimum Amount shall be $300,000.  The
   Specified Minimum Amounts for each subsequent 12-month period shall be
   determined by mutual agreement of the parties prior to the beginning of
   such period based on PiSA's reasonable, good faith projections of
   future sales growth and such other factors as the parties may deem
   relevant.

         4.3   PiSA shall order Products by submitting a purchase order to
   Carrington describing the type and quantity of the Products to be
   purchased.  Orders are subject to acceptance by Carrington.  All
   purchases shall be spaced in a reasonable manner.  If Carrington
   accepts the order, Carrington will invoice PiSA upon shipment of the
   Products.  Unless otherwise agreed, PiSA shall pay all invoices in full
   within 90 days of the date of invoice.  All sales and payments shall be
   made, and all orders shall be accepted, in the State of Texas.

         4.4   Carrington shall not be obligated to ship Products to PiSA
   at any time when payment of an amount owed by PiSA is overdue or when
   PiSA is otherwise in breach of this Agreement.

         4.5   All shipments of Products to PiSA will be packaged in
   accordance with Carrington's standard packaging procedures and shipped
   per Carrington's existing distribution policy.  All Contract Prices are
   C.I.F., Carrington's facility, Dallas or Laredo, Texas.  Ownership of
   and title to Products and all risks of loss with respect thereto shall
   pass to PiSA upon delivery of such Products by Carrington to the
   carrier at the designated delivery (C.I.F.) point.  Deliveries of
   Products shall be made by Carrington under normal trade conditions in
   the usual and customary manner being utilized by Carrington at the time
   and location of the particular delivery.  

         4.6   Carrington shall use its reasonable best efforts to ensure
   availability of all Products ordered by PiSA under this Agreement. 
   However, if necessary in the best judgment of Carrington, Carrington
   may allocate its available supply of Products among all its customers,
   distributors or other purchasers, including PiSA, on such basis as it
   shall deem reasonable, practicable and equitable, without liability for
   any failure of performance or lost sales which may result from such
   allocations.

         4.7   Carrington accepts liability for defective products and
   agrees to replace such defective product should they occur with new
   products.  Carrington carries liability insurance and is willing to
   have PiSA added as a covered party under this policy.  Except as may be
   expressly stated by Carrington on the Product or on Carrington's
<PAGE>
   packaging, or in Carrington's information accompanying the Product, at
   the time of shipment to PiSA hereunder, CARRINGTON MAKES NO
   REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE PRODUCTS,
   EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY
   OR FITNESS FOR A PARTICULAR PURPOSE.  CARRINGTON NEITHER ASSUMES NOR
   AUTHORIZES ANYONE TO ASSUME FOR IT ANY OBLIGATION OR LIABILITY IN
   CONNECTION WITH THE PRODUCTS.  PiSA shall not make any representation
   or warranty with respect to the Products that is more extensive than,
   or inconsistent with, the limited warranty set forth in this Article
   4.7 or that is inconsistent with the policies or publications of
   Carrington relating to the Products.

         PiSA'S EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER IS
   THE DELIVERY BY CARRINGTON OF ADDITIONAL QUANTITIES OF THE PRODUCTS IN
   REPLACEMENT OF THE NON-CONFORMING PRODUCTS OR THE REFUND OF THE
   CONTRACT PRICE FOR THE PRODUCTS THAT ARE COVERED BY THE WARRANTY, AT
   PiSA'S OPTION.  CARRINGTON SHALL HAVE NO OTHER OBLIGATION OR LIABILITY
   FOR DAMAGES TO PiSA OR ANY OTHER PERSON OF ANY TYPE, INCLUDING, BUT NOT
   LIMITED TO, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF
   PROFITS OR OTHER COMMERCIAL OR ECONOMIC LOSS, OR ANY OTHER LOSS, DAMAGE
   OR EXPENSE, ARISING OUT OF OR IN CONNECTION WITH THE SALE, USE, LOSS OF
   USE, NONPERFORMANCE OR REPLACEMENT OF THE PRODUCTS.

         CARRINGTON AND PiSA SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS
   EACH OTHER AND ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS,
   DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ALL CLAIMS,
   LIABILITIES, DEMANDS, DAMAGES, EXPENSES AND LOSSES (INCLUDING
   REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING OUT OF OR CONNECTED
   WITH (i) ANY USE, SALE OR OTHER DISPOSITION OF PRODUCTS BY CARRINGTON
   AND PiSA OR ANY OTHER PARTY, (ii) ANY BREACH BY CARRINGTON AND PiSA OF
   ANY OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS UNDER THIS
   AGREEMENT OR (iii) ANY ACTS OR OMISSIONS ON THE PART OF CARRINGTON AND
   PiSA OR ITS AGENTS, SERVANTS OR EMPLOYEES WHICH ARE OUTSIDE OR BEYOND
   PiSA'S AUTHORIZATION GRANTED HEREIN.

         4.8  Credits on defective Products by PiSA shall include
   importation and shipment expenses and will be calculated by Carrington
   based on the original Contract Price of the items returned, whether
   identified by lot number or another method.  Carrington shall provide
   PiSA a copy of its Insurance Certificate and shall include PiSA
   thereunder.

   Article 5.  Term and Termination
         
         5.1   The initial term of this Agreement shall be for a period of
   five years from the date of this Agreement.  After such initial term,
   this Agreement shall be automatically extended for an additional term
   of five years, unless this Agreement is terminated at the end of the
   initial five-year term by written notice given by either party to the
   other party not less than six months prior to the end of such initial
   term.  Notwithstanding the foregoing, this Agreement may be terminated
   earlier in accordance with the provisions of this Article 5.

         5.2   Carrington shall have the absolute right to terminate this
   Agreement if PiSA fails to perform or breaches, in any material
   respect, any of the terms or provisions of this Agreement.  Without
   limiting the events which shall be deemed to constitute a breach or
   material breach of this Agreement by PiSA, PiSA understands and agrees
<PAGE>
   that it shall be in material breach of this Agreement, and Carrington
   shall have the right to terminate this Agreement under this Article
   5.3, if:

               (i)   PiSA fails or refuses to pay to Carrington any sum
         when due;

               (ii)  PiSA breaches any provision of Article 2.2, 3.1, 3.5,
         3.7, 3.9, 4.3, 4.7, 6 or 7; or

               (iii) PiSA fails to purchase the Specified Minimum Amount
         of Product for any required period starting in year two (2).

         5.3   Each Party shall have the absolute right to terminate this
   Agreement in the event the Party shall become insolvent, or if there is
   instituted by or against the Party procedures in bankruptcy, or under
   insolvency laws or for reorganization, receivership or dissolution, or
   if the Party loses any franchise or license to operate its business as
   presently conducted in any part of the Territory.

         5.4   This Agreement shall automatically terminate effective at
   the end of any 12-month period of the term of this Agreement referred
   to in Articles 4.1 and 4.2 hereof if the parties are unable to agree
   upon the Contract Prices or the Specified Minimum Amount for the next
   12-month period of the term.  Carrington shall give PiSA six months
   notice of its intent to terminate.

         5.5   During the one-year period following termination of this
   Agreement, any inventory of Products held by PiSA at the termination of
   this Agreement may be sold by PiSA to customers in the Territory in the
   ordinary course; provided, however, that for the period required to
   liquidate such inventory, all of the provisions contained herein
   governing PiSA's performance obligations and Carrington's rights shall
   remain in effect.  In order to accelerate the liquidation of any such
   inventory, Carrington shall have the option, but not the obligation, to
   purchase all or any part of such remaining inventory at the price at
   which the inventory was originally sold by Carrington to PiSA including
   importation and shipping.
         
         5.6   The termination of this Agreement shall not impair the
   rights or obligations of either party hereto which shall have accrued
   hereunder prior to such termination.  The provisions of Articles 4.7,
   6, 7 and 15 and the rights and obligations of the parties thereunder
   shall survive the termination of this Agreement for a period of one (1)
   year.

   Article 6.  Trademarks and Trade Names

         6.1   All trademarks, trade names, service marks, logos and
   derivatives thereof relating to the Products (the "Trademarks"), and
   all patents, technology and other intellectual property relating to the
   Products, are the sole and exclusive property of Carrington or its
   affiliates.  Carrington hereby grants PiSA permission to use the
   Trademarks for the limited purpose of performing its obligations under
   this Agreement.  Carrington may, in its sole discretion after
   consultation with PiSA, modify or discontinue the use of any Trademark
   and/or use one or more additional or substitute marks or names, and
   PiSA shall be obligated to do the same.
<PAGE>
         6.2   PiSA agrees to use the Trademarks in full compliance with
   the rules prescribed from time to time by Carrington.  PiSA may not use
   any Trademark as part of any corporate name or with any prefix, suffix
   or other modifying words, terms, designs or symbols.  In addition, PiSA
   may not use any Trademark in connection with the sale of any
   unauthorized product or service or in any other manner not explicitly
   authorized in writing by Carrington.

         6.3   In the event of any infringement of, or challenge to,
   PiSA's use of any Trademark, PiSA is obligated to notify Carrington
   immediately, and Carrington shall have sole and absolute discretion to
   take such action as it deems appropriate.

         6.4   In the event of the termination of this Agreement for any
   reason, PiSA's right to use the Trademarks shall cease, and PiSA shall
   cease using such Trademarks at such time as PiSA's inventory of
   Products has been sold.  PiSA shall, as soon as it is reasonably
   possible, remove all Trademarks which appear on or about the premises
   of the office(s) of PiSA and any of the advertising of PiSA used in
   connection with Products.

         6.5   In the event of a breach or threatened breach by PiSA of
   the provisions of this Article 6, Carrington shall be entitled to an
   injunction or injunctions to prevent such breaches.  Nothing herein
   shall be construed as prohibiting Carrington from pursuing other
   remedies available to it for such breach or threatened breach of this
   Article 6, including the recovery of damages from PiSA.  

   Article 7.  Confidential Information

         7.1   PiSA recognizes and acknowledges that PiSA will have access
   to confidential information and trade secrets of Carrington and other
   entities doing business with Carrington relating to research,
   development, manufacturing, marketing, financial and other business-
   related activities ("Confidential Information").  Such Confidential
   Information constitutes valuable, special and unique property of
   Carrington and/or other entities doing business with Carrington.  Other
   than as is necessary to perform the terms of this Agreement, PiSA shall
   not, during and after the term of this Agreement, make any use of such
   Confidential Information, or disclose any of such Confidential
   Information to any person or firm, corporation, association or other
   entity, for any reason or purpose whatsoever, except as specifically
   allowed in writing by an authorized representative of Carrington.  In
   the event of a breach or threatened breach by PiSA of the provisions of
   this Article 7, Carrington shall be entitled to an injunction
   restraining PiSA from disclosing and/or using, in whole or in part,
   such Confidential Information.  Nothing herein shall be construed as
   prohibiting Carrington from pursuing other remedies available to it for
   such breach or threatened breach of this Article 7, including the
   recovery of damages from PiSA.  The above does not apply to information
   or material that was known to the public or generally available to the
   public prior to the date it was received by PiSA.

         7.2   PiSA shall not disclose the existence of this Agreement or
   any of the terms hereof without the prior written consent of
   Carrington.  
<PAGE>
   Article 8.  Force Majeure

         8.1   Neither PiSA nor Carrington shall have any liability
   hereunder if either is prevented from performing any of its obligations
   hereunder by reason of any factor beyond its control, including,
   without limitation, fire, explosion, accident, riot, flood, drought,
   storm, earthquake, lightning, frost, civil commotion, sabotage,
   vandalism, smoke, hail, embargo, act of God or the public enemy, other
   casualty, strike or lockout, or interference, prohibition or
   restriction imposed by any government or any officer or agent thereof
   ("Force Majeure"), and Neither PiSA nor Carrington's obligations, so
   far as may be necessary, shall be suspended during the period of such
   Force Majeure and shall be cancelled in respect of such Products as
   would have been sold hereunder but for such suspension. Such shall give
   to other prompt notice of any such Force Majeure, the date of
   commencement thereof and its probable duration and shall give a further
   notice in like manner upon the termination thereof.  Each party hereto
   shall endeavor with due diligence to resume compliance with its
   obligations hereunder at the earliest date and shall do all that it
   reasonably can to overcome or mitigate the effects of any such Force
   Majeure upon a party's obligations under this Agreement.

   Article 9.  Amendment

         9.1   No oral explanation or oral information by either party
   hereto shall alter the meaning or interpretation of this Agreement.  No
   modification, alteration, addition or change in the terms hereof shall
   be binding on either party hereto unless reduced to writing and
   executed by the duly authorized representative of each party.

   Article 10. Entire Agreement
         
         10.1  This Agreement shall supersede any and all prior
   agreements, understandings, arrangements, promises,  representations,
   warranties, and/or any contracts of any form or nature whatsoever,
   whether oral or in writing and whether explicit or implicit, which may
   have been entered into prior to the execution hereof between the
   parties, their officers, directors or employees as to the subject
   matter hereof.  Neither of the parties hereto has relied upon any oral
   representation or oral information given to it by any representative of
   the other party.

   Article 11. Assignment

         11.1  Neither this Agreement nor any of the rights or obligations
   of PiSA hereunder shall be assigned by PiSA without the prior written
   consent of Carrington, executed by a duly authorized officer of
   Carrington.

   Article 12. Governing Law

         12.1   It is expressly agreed that the validity, performance and
   construction of this Agreement will be governed by the laws and
   jurisdiction of Canada.
<PAGE>   
   Article 13. Notices

         13.1   Any notice required or permitted to be given under this
   Agreement by one of the parties to the other shall be given for all
   purposes by delivery in person, registered air-mail, commercial courier
   services, postage prepaid, return receipt requested, or by fax
   addressed to:

         (a)   Carrington at: Carrington Laboratories, Inc., 2001 Walnut
               Hill Lane, Irving, Texas 75038, attention Chris Record, or
               at such other address as Carrington shall have theretofore
               furnished in writing to PiSA.  (Fax No. 214-518-1020)

         (b)   PiSA at:  Laboratories PiSA S.A. De C.V., Av. Espan'a No.
               1840, Guadalajara, Jal. 44190, Mexico, attention
               ________________, or at such other address as PiSA shall
               have theretofore furnished in writing to Carrington.  (Fax
               No. 52(3) 610 1609)

   Article 14. Waiver

         14.1  Neither PiSA nor Carrington's failure to enforce at any
   time any of the provisions of this Agreement or any right with respect
   thereto, shall not be considered a waiver of such provisions or rights
   or in any way affect the validity of same.  Neither PiSA's nor
   Carrington's exercise of any of its rights shall not preclude or
   prejudice neither PiSA nor Carrington thereafter from exercising the
   same or any other right it may have, irrespective of any previous
   action by neither PiSA nor Carrington.

   Article 15. Arbitration

         15.1  Except as provided in Articles 6.5 and 7.1, any dispute,
   controversy or claim arising out of or in relation to or in connection
   with this Agreement, the operations carried out under this Agreement or
   the relationship of the parties created under this Agreement, shall be
   exclusively and finally settled by confidential arbitration, and any
   party may submit such a dispute, controversy or claim to arbitration. 
   The arbitration proceeding shall be held at the location of the non-
   instituting party in the English language and shall be governed by the
   rules of the International Chamber of Commerce (the "ICC") as amended
   from time to time.  Any procedural rule not determined under the rules
   of the ICC shall be determined by the laws of the Canada, other than
   those laws that would refer the matter to another jurisdiction.  

               A single arbitrator shall be appointed by unanimous consent
   of the parties.  If the parties cannot reach agreement on an arbitrator
   within 45 days of the submission of a notice of arbitration, the
   appointing authority for the implementation of such procedure shall be
   the ICC, who shall appoint an independent arbitrator who does not have
   any financial interest in the dispute, controversy or claim.  If the
   ICC is unable to appoint, or fails to appoint, an arbitrator within 90
   days of being requested to do so, then the arbitration shall be heard
   by three arbitrators, one selected by each party within the 30 days of
   being required to do so, and the third promptly selected by the two
   arbitrators selected by the parties.
<PAGE>
               The arbitrators shall announce the award and the reasons
   therefor in writing within six months after the conclusion of the
   presentation of evidence and oral or written argument, or within such
   longer period as the parties may agree upon in writing.  The decision
   of the arbitrators shall be final and binding upon the parties. 
   Judgment upon the award rendered may be entered in any court having
   jurisdiction over the person or the assets of the party owing the
   judgment or application may be made to such court for a judicial
   acceptance of the award and an order of enforcement, as the case may
   be.  Unless otherwise determined by the arbitrator, each party involved
   in the arbitration shall bear the expense of its own counsel, experts
   and presentation of proof, and the expense of the arbitrator and the
   ICC (if any) shall be divided equally among the parties to the
   arbitration.

   Article 16  Tender Clause

         16.1  Carrington s acknowledges that PiSA may submit bids to sell
   the products to public entities in the Territory pursuant to public
   contracts which impose substantial damages or penalties for failure to
   deliver the products on time or according to the specifications
   requested.  PiSA agrees to submit all such public contracts and
   specifications involving the products to Carrington for approval prior
   to commitment by PiSA.  In the event Carrington accepts the contract
   and specifications, it shall also accept liability for direct damages
   PiSA becomes liable for as a result of Carrington's negligence. 
   Carrington shall indemnify PiSA for such direct costs or penalties that
   results from Carrington's negligence if Carrington is given reasonable
   notice of the negligent act, fails to correct it, it if agrees one
   occurred or is allowed to defend itself should it believe no such
   negligent act caused damage under the contract.

   Article 17. No Inconsistent Actions

         17.1  Each party hereto agrees that it will not voluntarily
   undertake any action or course of action inconsistent with the
   provisions or intent of this Agreement and, subject to the provisions
   of Articles 4.6 and 8 hereof, will promptly do all acts and take all
   measures as may be appropriate to comply with the terms, conditions and
   provisions of this Agreement.

   Article 18. Currency of Account

         18.1  This Agreement evidences a transaction for the sale of
   goods in which the specification of U.S. dollars is of the essence, and
   U.S. dollars shall be the currency of account in all events.  All
   payments to be made by PiSA to Carrington hereunder shall be made
   either (i) in immediately available funds by confirmed wire transfer to
   a bank account to be designated by Carrington or (ii) in the form of a
   bank cashier's check payable to the order of Carrington.  
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this
   Agreement as of the day and year first above written.

                                        CARRINGTON LABORATORIES, INC.



                                        By:                               
                                             Name:                        
                                             Title:                       



                                        LABORATORIES PiSA S.A. DE C.V.



                                        By:                               
                                             Name:                        
                                             Title:                       

<PAGE>