TERMINATION ACKNOWLEDGMENT


   China Academy of Sciences (hereinafter referred to as the "Academy") and
   Carrington Laboratories, Inc. (hereinafter referred to as "Carrington")
   have met on this 12th day of February, 1996 at the Carrington location
   in Irving, Texas, USA to discuss the agreements (see below) previously
   entered into by the aforementioned parties.  The Academy is represented
   by Ms. En-liang Wang of the Academy and Carrington by Chris Record.  The
   following acknowledgment and agreement is to be officially executed and
   effective immediately:

         1.    Based on the mutual interest and the best knowledge then
               available to both parties, Academy and Carrington entered
               into the initial Agreement in August, 1995 (the
               "Agreements") to explore the potential Chinese market for
               Carrington's existing lines of products including the
               possibility of jointly developing and testing certain types
               of Carrington products that are currently still at the
               experimental phase;

         2.    As the result of all the honesty and commitment of both
               parties, three separate Agreements were signed as a serious
               starting point for the hoped for long-term joint efforts to
               develop the Chinese markets for Carrington products.  In the
               Agreements, several practical phases were established to
               satisfy the specific requests as raised by Carrington and
               the Academy regarding the approved domestic testing by the
               Academy, any additional Chinese government approval and
               registration with the proper government agency to obtain all
               necessary permits or licenses and the initial market
               research to be independently conducted by the Academy prior
               to the end of the year;

         3.    The three Agreements also laid out detailed plans for the
               purchase of Carrington products with different discounts and
               pricing as well as the minimum purchasing requirement for
               each period of the initial year and, specific time frames
               were assigned to such plans and to each of the different
               phases as set forth in the above 2;

         4.    Yet, for reasons beyond the Academy's control, the Academy
               could not obtain the necessary approval from the Chinese
               government agency even though the Academy tried its best in
               such endeavor;

         5.    Carrington has made numerous inquiries and requests during
               the process for both the return of the originally signed
               copy of the Agreements taken by mistake by the Academy for a
               revised Chinese translation and for an update of the status
               directly by Carrington and indirectly through third parties
               to both the representative office in Dallas, Texas and the
               Academy headquarters in Beijing by mail, telephone and fax. 
               However, there has been a lack of official communication
               from the Academy and Carrington was, unfortunately, not
               properly updated concerning the development and the status
               of the Academy's efforts;
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         6.    Based on the terms of said Agreements, deadlines for the
               initial phases as stipulated in the original Agreements have
               expired or elapsed with no substantial progress or result as
               prescribed and required by the Agreements.  It is therefore
               understood and agreed that neither party is liable for the
               unfruitful result of the goodwill effort and that neither
               party will be liable under the terms and obligations of the
               said three Agreements now or in the future;

         7.    Finally, both parties agree by signing this termination
               acknowledgment that all previously signed documents
               including any oral or written commitment, rights,
               obligations, authorizations, promises and entitlement; if
               any, based on such documents become immediately null and
               void.

         8.    This final termination acknowledgment serves the sole
               purpose to exempt and terminate the contractual obligations
               of the Academy and Carrington to each other and any other
               third parties regarding the previously said three Agreements
               for now and forever.  However, this termination
               acknowledgment shall never affect the business relationship
               and the personal friendship established during the process
               between the Academy and Carrington.  Further, both parties
               agree to continue further discussions in any areas of common
               interest in the future including new possible arrangements
               to jointly market Carrington products in China.

         9.    This agreement has been provided in Chinese for the mere
               purpose of courtesy reference and convenience to the
               Academy s official representative and the final signed
               English version of the agreement shall be the sole and
               correct official copy.  Any discrepancy between the two
               versions shall be interpreted by the true meaning of its
               English original and English version only.

         Signed this _____________________  day of _____________, 1996 at
   Carrington Laboratories, Inc. in Irving, Texas, USA.

   by:


   Authorized Representative of                      Authorized
   Representative of
   China Academy of Sciences:                        Carrington
   Laboratories, Inc.

   
   _____________________________                     
   ___________________________
   WANG, EN-LIANG                                    CHRISTOPHER S. RECORD
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