INDEPENDENT SALES REPRESENTATIVE AGREEMENT


         This Agreement, entered into as of October 1, 1996, by and
   between MEARES MEDICAL SALES ASSOCIATES (the "Independent Sales
   Representative"), and CARRINGTON LABORATORIES, INC., a Texas
   corporation (the "Company").

                                 WITNESSETH:

         WHEREAS, the Company is engaged in the business of manufacturing
   and selling various medical products and supplies; and

         WHEREAS, the Company desires to engage the Independent Sales
   Representative to promote the sale of and solicit orders for the
   Company's products, and the Independent Sales Representative desires to
   be so engaged;

         NOW, THEREFORE, in consideration of the premises and the mutual
   covenants hereinafter set forth, the parties hereby agree as follows:

         1.    Engagement.  The Company hereby appoints and engages the
   Independent Sales Representative, and the Independent Sales
   Representative hereby accepts such appointment and engagement, to
   promote the sale of and solicit orders for the Company's products in
   accordance with the terms and conditions of this Agreement.

         2.    Duties of Independent Sales Representative.  The
   Independent Sales Representative shall use its best efforts to promote
   the sale of the Company's products, to solicit orders therefor and to
   perform such other functions of a Manufacturer's Independent Sales
   Representative as the Company shall from time to time request.  The
   Independent Sales Representative shall keep the Company informed at all
   times of the Independent Sales Representative's progress and of any
   problems relating to or affecting the Company's business, products or
   customers.  The Independent Sales Representative shall visit existing
   and prospective customers in person as often as necessary to carry out
   its duties in order to meet its sales goals hereunder in a legal and
   ethical manner and in accordance with normal and accepted business and
   regulatory practices.  The Independent Sales Representative shall bear
   all expenses incurred by it in carrying out its duties and
   responsibilities under this Agreement.

         3.    Sole Area of Responsibility.  The geographic area in which
   the Independent Sales Representative shall devote its sole efforts and
   for which it shall have sole responsibility under this Agreement shall
   be all of the zip codes in the State(s) of Alabama and Georgia and the
   mutually agreeable zip codes in Northern Florida and Tennessee, as
   listed and described on Exhibit B attached hereto and made a part
   hereof (the "Sole Area of Responsibility").  Sales outside the Sole
   Area of Responsibility shall not be subject to a commission.
<PAGE>   
         4.    Term and Termination.  The term of this Agreement shall
   commence on the date hereof and shall expire two (2) years after
   January 1, 1997, unless earlier terminated in accordance with any of
   the following provisions:

               (a)   This Agreement may be terminated at any time by
         written agreement of the parties hereto.

               (b)   This Agreement may be terminated by the Company at
         any time by written notice given to the Independent Sales
         Representative  (i) if the Independent Sales Representative, his
         employees or agents commit a material breach of this Agreement, 
         such a material breach being defined as non-compliance with the
         confidentiality provisions herein or non-compliance with FDA
         rules or regulations, (ii) if the Independent Sales
         Representative or any of its agents or employees commits any act
         of fraud or dishonesty with respect to the Company or any of its
         customers, is convicted of any crime (other than minor traffic
         violations), or engages in any conduct which tends to hold the
         Company up to ridicule by others or is otherwise detrimental to
         the best interest of the Company and Independent Sales
         Representative fails to take immediate action, agreeable to the
         Company to correct the situation, and (iii) if Kirk Meares shall
         die, shall become totally and permanently disabled, or shall
         suffer any physical or mental impairment which exists for sixty
         (60) days or more (whether or not consecutive) and which, in the
         opinion of the Company, adversely affects the ability of the
         Independent Sales Representative to carry out its duties and
         responsibilities under this Agreement.

               (c)   This Agreement may be terminated by the Independent
         Sales Representative at any time by written notice given to the
         Company if the Company commits a material breach of this
         Agreement.

               (d)   This Agreement may also be terminated by thirty (30)
         days written notice if Independent Sales Representative fails to
         increase territory net sales by five percent (5%) or more from
         1/1/97 to 1/1/98 over comparative sales of 1/1/96 to 1/1/97. 
         After 1/1/99 the renewal of this Agreement shall be upon the
         mutually agreeable terms.

   The expiration or termination of this Agreement shall not terminate,
   limit or otherwise affect any rights or obligations of the parties
   hereto which shall have arisen hereunder at or prior to the time of
   such expiration or termination.

   5.    Commissions.

               (a)   In consideration of the services performed by the
         Independent Sales Representative hereunder, the Company shall pay
         the Independent Sales Representative commissions, at the
         applicable rates specified in Schedule A attached hereto and made
         a part hereof, on all products specified in Schedule A which the
         Company sells during the term of this Agreement to customers
         located and doing business in the Sole Area of Responsibility. 
         Such commissions shall be deemed earned when the products are
         shipped and billed by the Company.  The amount of the commissions
<PAGE>
         payable hereunder shall be determined on the basis of the invoice
         prices of the products sold (which shall be the prices charged by
         the Company to its distributors), net of returns, allowances,
         discounts and adjustments, and exclusive of freight, insurance
         and other shipping and handling charges, taxes, interest, late
         fees, service or carrying charges and other similar charges.  The
         Company shall have the right to delete product or otherwise
         change the list of products specified on Schedule A at any time,
         provided the Company gives written notice of such changes to the
         Independent Sales Representative not less that sixty (60) days
         prior to the date such changes are to become effective.

               (b)   Within fifteen (15) days after the end of each
         calendar month during the term of this Agreement:

                     (i)   The Company shall furnish to the Independent
               Sales Representative a statement showing all products
               shipped to, products returned by, and allowances, discounts
               and adjustments granted to customers in the Sole  Area of
               Responsibility, and all debits and credits to the
               Independent Sales Representative's commission account,
               during such month; and

                     (ii)  The Company shall pay to the Independent Sales
               Representative all commissions earned during such month,
               net of any deductions due to products returned by or
               allowances, discounts and adjustments granted to customers
               in the Sole Area of Responsibility during such month.

               (c)   The Company shall be entitled to recover from the
         Independent Sales Representative an amount equal to all
         commissions paid by the Company to the Independent Sales
         Representative in respect of products which are subsequently
         returned by the customer or with respect to which the Company
         subsequently grants an allowance, discount or adjustment to the
         customer.  The Company may recover such amount either by
         requiring the Independent Sales Representative to make payment
         thereof to the Company or by deducting such amount from future
         commissions earned by the Independent Sales Representative,
         whichever the Company shall elect.

               (d)   Notwithstanding anything to the contrary in this
         Agreement, the Company may from time to time designate one or
         more customers as national accounts or house accounts, and no
         commissions shall be payable under this Agreement on products for
         which the Company receives orders more than ten (10) days after
         it has given written notice of such designation to the
         Independent Sales Representative.

         6.    Orders.  All orders solicited or obtained by the
   Independent Sales Representative are subject to approval and acceptance
   by the Company at its offices in Dallas County, Texas.  The Independent
   Sales Representative is not authorized and shall not purport to accept
   any orders for the Company's products.  The Company shall have the
   right, in its sole discretion, to accept or reject each order for its
   products; to determine whether and when to ship any products; to grant
<PAGE>
   or refuse credit to any customer and to determine the terms thereof; to
   accept or reject any customer's request or attempt to return any
   products; to grant any allowances, discounts or adjustments; and to
   change the prices it charges its distributors for the products listed
   on Schedule A hereto (provided that the Company shall give the
   Independent Sales Representative written notice of any such price
   change not less than sixty (60) days before such change becomes
   effective).

         7.    Duties of the Company.  The Company shall use its
   reasonable best efforts to maintain a sufficient inventory of the
   products listed on Schedule A to enable it to ship the products ordered
   by customers in the Sole Area of Responsibility on a reasonably prompt
   basis.

         8.    Status of Independent Sales Representative and Its
   Personnel.  The Independent Sales Representative is and shall at all
   times remain an independent contractor, and nothing in this Agreement
   is intended or shall be construed to constitute the Independent Sales
   Representative an employee, agent or partner of the Company.  As an
   independent contractor, the Independent Sales Representative shall be
   entitled to employ such personnel as it shall desire, on such terms as
   it shall deem appropriate, and to utilize such personnel in carrying
   out its obligations under this Agreement.  Such personnel shall at all
   times and for all purposes constitute employees or agents of the
   Independent Sales Representative, and nothing in this Agreement is
   intended or shall be construed to constitute such personnel employees
   or agents of the Company.

         9.    FDA Compliance

               Independent Sales Representative and its employees agrees
   to strictly comply with all applicable rules and regulations of the
   Federal Food and Drug Administration (FDA) and all other applicable
   laws, rules and regulations, including but not limited to FDA
   requirements relating to the sale of 510(k) regulated products.

         10.   Compliance by Third Parties

               Independent Sales Representative agrees to take all steps
   reasonably necessary to ensure that its representatives comply with all
   applicable rules and regulations of the FDA and all other applicable
   laws, rules and regulations, including but not limited to FDA
   requirements relating to the sale of 510(k) regulated products.

         11.   Competitive Products

               Independent Sales Representative agrees to refrain from
   marketing competitive products during the term of this Agreement.
   
         12.   Confidentiality

               Independent Sales Representative and any employees or
   agents thereof shall hold in trust and strictest confidence for
   Carrington all Carrington Confidential Information and shall not
   disclose to any person or use such information for any purpose other
   than in connection with the performance of Independent Sales
   Representative duties and responsibilities during the term of this
<PAGE>
   Agreement.  Confidential Information shall mean, but not limited to,
   prices, sales, customer or distribution information or lists as well as
   any related product planning or research information.

               The provisions of this Agreement shall survive and continue
   after expiration or termination of this Agreement and any and all
   Confidential Information and copies thereof shall be promptly returned
   to Company upon its request.  Independent Sales Representative shall
   certify to Company that it and all its employees have returned all
   Confidential Information and copies thereof.

         13.   Notices.  All notices required or permitted to be given
   hereunder shall be in writing and shall be deemed to have been given
   when delivered in person or when mailed by certified or registered
   United States mail, postage paid, addressed to the appropriate party at
   the address shown for such party below:

         If to the Company, to:

               President
               Carrington Laboratories, Inc.
               P.O. Box 168128
               Irving, TX 75016-8128

         If to the Independent Sales Representative, to:

               Kirk Meares
               Meares Medical Sales Associates
               7400 Native Oak
               Irving, Texas 75063

   Either party may change its address for notices hereunder by giving
   notice of such change to the other party in the manner set forth above.

         14.   Waiver.  No delay on the part of either party in exercising
   any right, power or remedy which it may have in connection herewith
   shall operate as a waiver thereof, nor shall any waiver thereof or any
   single or partial exercise thereof preclude any further exercise
   thereof or the exercise of any other right, power or remedy.  No waiver
   of any provision of this Agreement, and no consent to any departure
   therefrom, shall be effective unless such waiver or consent is in
   writing and signed by the party against whom it is sought to be
   enforced, and no such waiver or consent shall be effective except with
   respect to the particular case and purpose for which it is given.
   
         15.   Applicable Law.  This Agreement shall be governed by and
   construed and enforced in accordance with the laws of the State of
   Texas.

         16.   Entirety and Modification.  This Agreement contains the
   entire agreement between the parties hereto with respect to the subject
   matter hereof and supersedes any and all prior agreements, whether
   written or oral, between such parties relating to such subject matter. 
   No modification, alteration, amendment or supplement to this Agreement
   shall be valid or effective unless the same is in writing and signed by
   the party against whom it is sought to be enforced.
<PAGE>
         17.   Severability.  If any provision of this Agreement is held
   to be unenforceable, (a) this Agreement shall be considered divisible,
   (b) such provision shall be deemed inoperative to the extent it is
   unenforceable, and (c) in all other respects this Agreement shall
   remain in full force and effect; provided, however, that if any such
   provision may be made enforceable by limitation thereof, then such
   provision shall be deemed to be so limited and shall be enforceable to
   the maximum extent permitted by applicable law.

         18.   Successors and Assigns.  This Agreement shall inure to the
   benefit of and be binding upon the parties hereto and their respective
   permitted successors and assigns; provided, however, that neither of
   the parties shall, without the consent of the other, assign or transfer
   this agreement or any interest herein, and any such assignment or
   transfer attempted without the consent of the other party hereto shall
   be void and of no effect whatsoever.  Notwithstanding the foregoing, in
   the event of a merger, consolidation or transfer or sale of all or
   substantially all of the assets of the Company, this Agreement may be
   transferred to the successor to the Company's business and assets
   without the consent of the Independent Sales Representative.

         19.   Captions.  The captions of the various sections of this
   Agreement have been inserted for convenient reference only and shall
   not be construed to enlarge, diminish or otherwise change the express
   provisions hereof.

         20.   Gender.  Words of any gender used in this Agreement shall
   be construed to include each gender.

         21.   Counterparts.  This Agreement may be signed in
   counterparts, each of which shall be deemed an original and all of
   which shall constitute one and the same agreement.
      

         IN WITNESS WHEREOF, the parties hereto have executed this
   Agreement as of the date first set forth above.

                                             CARRINGTON LABORATORIES, INC.



                                             By:__________________________
                                             Carlton E. Turner, Ph.D.
                                             President and CEO



                                             By:___________________________
                                             Name:_________________________
                                             Title:________________________

<PAGE>

   SCHEDULE A
   
   COMMISSIONS

   Carrington Wound Gel  3 oz.                                 20%
   Carrington Wound Gel  1/2 oz.                               20%
   Cara-Klenz  16 oz.                                          20%
   Cara-Klenz    6 oz.                                         20%
   Carrington  Moisture Barrier                                20%
   Carrington  Incontinence Skin Care Kit                      20%
   Carrington  Foot Cream                                      20%
   Carrington  Odor Eliminator 1 oz.                           20%
   Carrington  Odor Eliminator 8 oz.                           20%
   Carrington  Whirlpool Solution                              20%
   Perineal Cleansing Foam 8 oz.                               20%
   Aloe Skin Balm                                              20%


   Commissions are paid on Distributor pricing.  Commission program can be
   changed without notice.