EXHIBIT 10.77


                        TRADEMARK LICENSE AGREEMENT


        THIS  TRADEMARK LICENSE AGREEMENT ("Agreement"), effective as of
   December  1, 1997, is made by and between CARALOE, INC. ("Licensor"),
   a  Texas  corporation, having its principal place of business at 2001
   Walnut  Hill Lane, Irving, Texas 75038, and MET-TRIM, ("Licensee"), a
   Texas  LLC,  having  its  principal place of business at 17250 Dallas
   Parkway, Dallas, Texas 75248.

                            W I T N E S S E T H:

        WHEREAS,  simultaneously  with  the execution of this Agreement,
   Licensor  and  Licensee  are  entering  into  an non-exclusive Supply
   Agreement of even date herewith (the "Supply Agreement") for the sale
   by  Licensor  and purchase by Licensee of bulk aloe vera mucilaginous
   polysaccharide  (hereinafter  referred  to  under the product name of
   "MANAPOL[R]  powder") to be used in products manufactured by Licensee
   in capsule (the "Manufactured Products");

        WHEREAS,  Carrington  Laboratories,  Inc.,  a  Texas corporation
   ("Carrington"),  claims  the  ownership  of  the trademark MANAPOL[R]
   (the  "Mark")  and  has granted to Licensor a license to use the Mark
   and  to  license  others  to  use  it  on  an exclusive and/or a non-
   exclusive basis;

        WHEREAS,  Licensee  is  desirous of obtaining from Licensor, and
   Licensor  is  willing  to  grant  to  Licensee,  a license to use the
   product  name  MANAPOL[R]    (the  "Mark")  in  connection  with  the
   advertising  and  sale  of  the  Manufactured Products subject to the
   terms, conditions and restrictions set forth herein; and

        WHEREAS, Licensor and Licensee are mutually desirous of insuring
   the  consistent  quality  of all products sold in connection with the
   Mark;

        NOW,   THEREFORE,  in  consideration  of  premises,  the  mutual
   covenants,  promises  and  agreement set forth herein, and other good
   and  valuable consideration, the receipt and sufficiency of which are
   hereby  acknowledged,  the parties hereby covenant, promise and agree
   as follows:
<PAGE>
                                 Article 1

                                  LICENSE

        1.1  Terms  and  Conditions.  Licensor hereby grants to Licensee
   the  non-transferable right and license to use the Mark in connection
   with  the  labeling,  advertising  and  sale of Manufactured Products
   manufactured  and sold by Licensee during the term of this Agreement.
   During  the  term of this Agreement, Licensee shall have (a) the non-
   exclusive  right  to  use  the  Mark  in connection with Manufactured
   Products  containing MANAPOL[R] powder  that are intended for sale to
   the  ultimate  consumer  in  the   United   States,  Canada,  Mexico,
   Australia,  and  New  Zealand, and (b) the non-exclusive right to use
   the   Mark  in  connection  with  Manufactured   Products  containing
   MANAPOL[R]  powder    that  are  intended  for  sale  to the ultimate
   consumer  in  places  other  than  the referenced countries, that are
   specifically and mutually agreed upon from time to time and listed in
   Exhibit  A  hereto.    The  countries  in Exhibit A may be removed by
   Caraloe  upon  written notice to Met-Trim that an exclusive Trademark
   License Agreement has been executed for that country.  In that event,
   Met-Trim  shall  no longer be allowed to use the Manapol[R] Trademark
   within  the  country  removed  by Caraloe after its existing supplies
   have been exhausted.

        1.2  License  Coterminous  With  Supply  Agreement.  The license
   granted  by  this  Agreement  shall run coterminously with the Supply
   Agreement, and any actions or events which shall operate to extend or
   t e rminate  the  Supply  Agreement  shall  automatically  extend  or
   terminate this Agreement simultaneously.

        1.3  Sublicenses.    Licensee  shall not have the right to grant
   sublicenses  without  the written permission of Licensor with respect
   to  the  license granted herein; however, Licensee may engage a third
   party  or  parties  to  make  and  affix  labels for the Manufactured
   Products  in  compliance  with  Articles 2,3, and 4 hereof, and/or to
   distribute  and sell the Manufactured Products in compliance with the
   terms  and conditions of this Agreement.  Licensee shall be expressly
   obligated  to ensure full compliance with all terms and conditions of
   this Agreement.

                                 Article 2

                CERTAIN OBLIGATIONS OF LICENSEE AND LICENSOR

        2.1  Representations  by Licensee.  Licensee shall not represent
   in  any manner that it owns any right, title or interest in or to the
   Mark.   Licensee acknowledges that its use of the Mark shall inure to
   the  benefit of Licensor and shall not create in Licensee's favor any
   right, title or interest in or to the Mark.
<PAGE>
        2.2  Discontinuation  of  Use  of  Mark.  Upon the expiration or
   termination  of  this  Agreement, Licensee will cease and desist from
   all  use of the Mark in any manner and will not adopt or use, without
   Licensor's   prior  written  consent,  any  word  or  mark  which  is
   confusingly  or deceptively similar to the Mark, except that Licensee
   may  continue  to use the Mark under the terms and conditions of this
   Agreement  in  connection  with  any remaining supplies of MANAPOL[R]
   powder    purchased by Licensee from Licensor until such supplies are
   exhausted.

        2.3  FDA Compliance of Products.  All products on which the Mark
   is  used  by  Licensee  shall  be  manufactured,  packaged,  labeled,
   advertised,  marketed  and  sold  in  compliance with (i) the Federal
   Food, Drug and Cosmetic Act and the rules and regulations promulgated
   thereunder,  as  amended from time to time if sold for use within the
   United  States,  and  (ii)  all  other  applicable  laws,  rules  and
   regulations if sold for use outside of the United States.

        2.4  Inspection.   Upon reasonable notice, Licensor reserves the
   right  to inspect Licensee's products bearing the Mark and Licensee's
   manufacturing facilities at all reasonable times to insure Licensee's
   compliance with this Agreement.

        2.5  Use  of  Trademark.  Licensee shall not use the Mark except
   as specifically set forth herein.  Without limiting the generality of
   the preceding sentence, Licensee shall not use the Mark in connection
   with  the  sale  or  advertising  of  any  products  other  than  the
   Manufactured  Products.    Any  use  of  the  trademark, "Manapol[R]"
   pursuant  to  this agreement is non-exclusive.  Whenever the Licensee
   uses  the  trademark,  "Manapol[R]", it shall also indicate that such
   name  is  the  registered  trademark  of  Licensor and shall take all
   reasonable measures to assure that there is no confusion of ownership
   of  the mark or the substance which it identifies, the same being the
   proprietary property of the Licensee.

        2.6  Trademark  Registration.  At Licensor's request and expense
   and,   except   as  otherwise  provided  herein  at  Licensor's  sole
   discretion  and  option,  Licensee  shall  take  whatever  action  is
   reasonably  necessary  to   assist   Carrington  or  its  assigns  in
   registering  the  Mark  with  the  U.S.  Patent  and Trademark Office
   ("USPTO")  and/or in perfecting, protecting or enforcing Carrington's
   and  Licensor's rights in and to the Mark.  Licensee understands that
   Carrington  or  its  assigns may rely solely on Licensee's use of the
   Mark to obtain or maintain registration with the USPTO.
<PAGE>
                                 Article 3

                          MANUFACTURING AND SALE

        3.1  M a nufacturing  Facilities.    All  manufacturing  of  the
   Manufactured  Products shall be done in the Licensee's own facilities
   or qualified contract manufacturing facilities.

        3.2  Combination  With  Other  Products.    Licensee  shall  not
   combine  MANAPOL[R]  powder    with  any  product or substance in any
   manner  which  would  violate  any  laws, rules or regulations of any
   state,  federal  or  other  governmental  body.    Licensee shall not
   combine MANAPOL[R] powder  with any other substance in a Manufactured
   Product  that  is  to be advertised or sold for use or consumption by
   humans  or  animals  if  the  approval  of  the  U.S.  Food  and Drug
   Administration  (the  "FDA")  or  the  U.S. Department of Agriculture
   ("USDA")  for  such  use  or consumption is required and has not been
   obtained.

        3.3  Compliance by Third Parties.  Licensee shall take all steps
   reasonably  necessary  to  ensure that its distributors and any other
   parties  to whom it sells any of the Manufactured Products for resale
   do  not  relabel,  repackage,  advertise,  sell  or  attempt  to sell
   MANAPOL[R]  powder    or any of the Manufactured Products in a manner
   that would violate this Agreement if done by Licensee.

        3.4  Manapol[R]  Content.  The amount of Manapol[R] powder to be
   contained  in  each of the Met-Trim Manufactured Products shall be no
   less  than  fifteen  milligrams  (15mgs)  per  capsule  or compressed
   tablet.  The parties shall meet once each year to determine and agree
   upon the Manapol[R] powder content for existing and proposed Met-Trim
   Manufactured Products.

                                 Article 4

                           LABELS AND ADVERTISING

        4.1  FDA  Compliance  of Labels and Advertising.  All labels and
   a d vertising  relating  to  the  Manufactured  Products  offered  in
   connection  with  the  Mark  must strictly comply with all applicable
   rules  and  regulations  of the FDA if sold for use within the United
   States,    and  all  other  applicable  laws,  rules  and regulations
   wherever  sold.   Information regarding the ingredients of MANAPOL[R]
   powder  shall be furnished to Licensee by Licensor from time to time.

        4.2  Mandatory  Requirements.   Licensee shall cause all labels,
   packaging,  advertising  and  promotional  materials  used  by  it in
   advertising,  marketing and selling any product manufactured by or on
   behalf  of Licensee that contains MANAPOL[R] to contain (i) the Mark,
   (ii) a statement setting forth the concentration of MANAPOL[R] powder
      contained in such product, and (iii) the following legend:

           MANAPOL[R] is a registered trademark of Caraloe, Inc.
<PAGE>
        4.3  Claims by Licensee.  Licensee hereby agrees not to make, or
   permit  any  of  its  employees,  agents or distributors to make, any
   claims  of any properties or results relating to MANAPOL[R] powder or
   any Manufactured Product which would violate any applicable law.

        4.4  FDA  or  USDA  Approval  of Claims.  If Licensee desires to
   seek  FDA  or USDA approval as to any specific claims with respect to
   MANAPOL[R] powder or any Manufactured Product, Licensee hereby agrees
   to  (i)    notify Licensor of the claims and the application prior to
   filing  and  (ii) to keep Licensor informed as to the progress of the
   application,  including but not limited to sending Licensor copies of
   all  communications  or  notices  to  or  from  the  FDA  or USDA, as
   applicable.

        4.5  Right  to  Approve  Labels,  etc.  If Licensor so requests,
   Licensee shall not use any label, advertisement or marketing material
   that  contains the Mark unless such label, advertisement or marketing
   material  has  first  been  submitted  to  and  approved by Licensor.
   Licensor  shall  not  unreasonably  withhold its approval of any such
   label, advertisement or marketing material.

                                 Article 5

                                  ROYALTY


        5.1  Licensee agrees to pay to Licensor a royalty of $100.00 for
   the  first  contract  year for the use of the Trademark.  Thereafter,
   the  Parties  shall  meet and mutually agree upon the royalty for the
   next contract year or for the remainder of the term of the Agreement.

        5.2  All  payments  hereunder are to be paid in U.S. currency at
   the address set forth at the beginning of the Agreement.

                                 Article 6

              NEGATION OF WARRANTIES, DISCLAIMER AND INDEMNITY

        6.1  Negation  of  Warranties,  etc.   Nothing in this Agreement
   shall be construed or interpreted as:

        (a)  a  warranty  or representation by Licensor that any product
   made,  used,  sold or otherwise disposed of under the license granted
   in  this  Agreement is or will be free of infringement or the like of
   the rights of third parties; or

        (b)  an  obligation by Licensor to bring or prosecute actions or
   suits  against third parties for infringement or the like of the Mark
   or  of  any  registration  that  may subsequently be granted for such
   Mark; or

        (c)  granting by implication, estoppel or otherwise any licenses
   or rights other than those expressly granted hereunder.
<PAGE>
        6.2  Disclaimer.   LICENSOR MAKES NO REPRESENTATIONS, EXTENDS NO
   WARRANTIES  OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
   LIMITED  TO  WARRANTIES OF MERCHANTABILITY, FITNESS AND FITNESS FOR A
   PARTICULAR  PURPOSE,  AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH
   RESPECT  TO  THE  USE,  SALE  OR OTHER DISPOSITION BY LICENSEE OR ITS
   CUSTOMERS,  VENDEES OR OTHER TRANSFEREES, WITH RESPECT TO THE MARK OR
   ANY PRODUCTS MADE OR SOLD BY LICENSEE. THE FOREGOING NOTWITHSTANDING,
   SELLER  DOES  REPRESENT  THAT THE MANAPOL[R]  POWDER  DOES  MEET  THE
   SPECIFICATIONS OUTLINED ON EXHIBIT A AND THAT IT IS A FOOD SUPPLEMENT
   UNDER THE FDA RULES AND REGULATIONS.

        6.3  Liability  of Licensee for Products.  Licensee shall assume
   all financial and other obligations for the products made and sold by
   it under this Agreement and Licensor shall not incur any liability or
   responsibility  to  Licensee  or  to  third parties arising out of or
   connected  in  any  manner  with  Licensee's  products  made  or sold
   pursuant to this Agreement.  In no event shall Licensor be liable for
   lost  profits,  special  damages, consequential damages or contingent
   liabilities  arising  out  of  or  connected  in any manner with this
   Agreement  or  the  products  made  or  sold  by  Licensee under this
   Agreement.

        6.4  I n demnity  of  Licensor.    Licensee  agrees  to  defend,
   indemnify  and  hold Licensor, its officers, directors, employees and
   agents,  harmless  against all claims, liabilities, demands, damages,
   expenses  or losses arising out of or connected with (a) the wrongful
   or  negligent  use  by  Licensee  of the Mark or (b) any use, sale or
   other  disposition of Licensee's products by Licensee or by any other
   party.

        6.5  Negation of Trademark Warranty.  Licensee acknowledges that
   Licensor  makes  no warranty, express or implied, with respect to its
   ownership of any rights relating to the Mark.

<PAGE>
                                 Article 7

                            TERM AND TERMINATION

        7.1  Term.    Unless  terminated earlier as provided for herein,
   this  Agreement shall remain in full force and effect for a five (5)-
   year  period  ending  at midnight on August 14, 2001.  This Agreement
   may  be  extended or renewed as provided in Section 1.2, or otherwise
   by the written agreement of the parties.

        7.2  Breach  of  Agreement.    Except  as  provided otherwise in
   Section  7.3, if either party breaches any material provision of this
   Agreement  and fails to cure the breach within thirty (30) days after
   receipt  of written notice from the nonbreaching party specifying the
   breach, then the nonbreaching party may terminate this Agreement upon
   written  notice  to  the  breaching party, which right of termination
   shall  be  in  addition  to, and not in lieu of, all other rights and
   remedies  the nonbreaching party may have against the breaching party
   under  this  Agreement,  at law or in equity.  Failure by Licensor to
   give notice of termination with respect to any such failure shall not
   be  deemed  a waiver of its right at a later date to give such notice
   if  such  failure  continues  or  again occurs, or if another failure
   occurs.    A  breach  by  either party of a material provision of the
   Supply Agreement shall be deemed a breach by such party of a material
   provision of this Agreement.

        7.3  Immediate  Termination.  Licensor may immediately terminate
   this  Agreement, upon written notice to Licensee, upon the occurrence
   of  any  one  or more of the following events:  (i) Licensee breaches
   any provision of Articles 2, 3, or 4; (ii) Licensee fails to purchase
   and/or  to  pay  for  the  quantities of MANAPOL[R] powder that it is
   obligated  to  purchase  and  pay  for  under the Supply Agreement in
   accordance  with  the terms thereof; (iii) Licensee voluntarily seeks
   protection  under any federal or state bankruptcy or insolvency laws;
   (iv)  a  petition  for bankruptcy or the appointment of a receiver is
   filed  against  Licensee and is not dismissed within thirty (30) days
   thereafter;  (v) Licensee makes any assignment for the benefit of its
   creditors; or (vi) Licensee ceases doing business.

        7.4  Survival  of  Provisions.    In  the  event of termination,
   cancellation or expiration of this Agreement for any reason, Sections
   2.2,  6.1,  6.2,  6.3,  6.4,  6.5  and  8.1 hereof shall survive such
   termination,  cancellation or expiration and remain in full force and
   effect.
<PAGE>
                                 Article 7

                               MISCELLANEOUS

        8.1  Equitable  Relief.   A breach or default by Licensee of any
   of  the provisions of Articles 2, 3 and 4 hereof shall cause Licensor
   to  suffer  irreparable  harm  and,  in such event, Licensor shall be
   entitled,  as  a  matter  of  right, to a restraining order and other
   i n j unctive  relief  from  any  court  of  competent  jurisdiction,
   restraining  any further violation thereof by Licensee, its officers,
   agents,  servants,  employees  and those persons in active concert or
   participation  with  them.  The right to a restraining order or other
   injunctive  relief shall be supplemental to any other right or remedy
   Licensor  may  have,  including,  without limitation, the recovery of
   damages  for  the  breach  or  default  of  any  of the terms of this
   Agreement.

        8.2  Amendment.    This  Agreement  may be changed, modified, or
   amended only by an instrument in writing duly executed by each of the
   parties hereto.

        8.3  Entire  Agreement.  This Agreement constitutes the full and
   complete  agreement  of the parties hereto and supersedes any and all
   prior  understandings,  whether  written or oral, with respect to the
   subject matter hereof.

        8.4  No  Waiver.    The  failure  of either party to insist upon
   strict  performance  of  any obligation hereunder by the other party,
   irrespective  of the length of time for which such failure continues,
   shall not be a waiver of its right to demand strict compliance in the
   future.  No consent or waiver, express or implied, by either party to
   or  of  any  breach  or  default in the performance of any obligation
   hereunder  by the other party shall constitute a consent or waiver to
   or  of  any other breach or default in the performance of the same or
   any other obligation hereunder.

        8.5  Notices.    All notices required or permitted to be made or
   given  pursuant  to  this  Agreement shall be in writing and shall be
   considered  as  properly  given  or made when personally delivered or
   when  duly deposited in the mails, first class mail, postage prepaid,
   or  when  transmitted  by  prepaid  telegram,  and  addressed  to the
   applicable  address  first  above written or to such other address as
   the addressee shall have theretofore specified in a written notice to
   the notifying party.

        8.6  Assignment.    This  Agreement  or  any  of  the  rights or
   obligations  created  herein may be assigned, in whole or in part, by
   Licensor.    However,  this  Agreement  is  personal to Licensee, and
   Licensee  may  not assign this Agreement or any of its rights, duties
   or  obligations  under  this  Agreement  to  any  third party without
   Licensor's  prior  written  consent,  and any attempted assignment by
   Licensee not in accordance with this Section 8.6 shall be void.

        8.7  Relationship of Parties.  Nothing contained herein shall be
   construed to create or constitute any employment, agency, partnership
   or  joint venture arrangement by and between the parties, and neither
   of  them  has the power or authority, express or implied, to obligate
   or bind the other in any manner whatsoever.
<PAGE>
        8.8  Remedies  Cumulative.   Unless otherwise expressly provided
   herein, the rights and remedies hereunder are in addition to, and not
   in limitation of, any other rights and remedies, at law or in equity,
   and  the  exercise or one right or remedy will not be deemed a waiver
   of any other right or remedy.

        8.9  Successors  and  Assigns.  The provisions of this Agreement
   shall  be  binding  upon  and inure to the benefit of the parties and
   their  respective successors and assigns, provided, however, that the
   foregoing  shall  not  be  deemed  to  expand or otherwise affect the
   limitations  on  assignment  and  delegation set forth in Section 8.6
   hereof, and except as otherwise expressly provided in this Agreement,
   no  other  person or business entity is intended to or shall have any
   right or interest under this Agreement.

        8.10 Governing  Law.    This  Agreement shall be governed by and
   interpreted,  construed  and  enforced in accordance with the laws of
   the  State  of  Texas, excluding, however, any conflicts of law rules
   that  would require the application of the laws of any other state or
   country.

        8.11 Headings.    The  headings  used  in this Agreement are for
   convenience of reference only and shall not be used to interpret this
   Agreement.

        8.12 Counterparts.    This Agreement may be executed in multiple
   counterparts,  each  of  which shall be deemed an original and all of
   which will constitute but one and the same instrument.

   IN  WITNESS  WHEREOF,  the  parties  have caused this Agreement to be
   executed  by  their  duly  authorized  representatives as of the date
   first above written.

                                 CARALOE, INC.



                                 By:
                                      Name:
                                      Title:


                                 MET-TRIM



                                 By:
                                      Name:
                                      Title:
<PAGE>

                                 EXHIBIT A

          To that certain Trademark License and Supply Agreement
      dated December 1, 1997 by and between Caraloe, Inc. and Met-Trim


   United States

   Mexico

   Canada

   Australia

   New Zealand