SALES DISTRIBUTION AGREEMENT


         THIS AGREEMENT ("Agreement") is made and entered into as of this  
        day of                     , 1996, by and between CARRINGTON
   LABORATORIES, INC., a Texas corporation hereinafter referred to as
   ("Carrington"), and PENTA FARMACEUTICA, S.A., an Argentine corporation
   ("PENTA").


                            W I T N E S S E T H :


         WHEREAS, Carrington is engaged in the business of developing,
   manufacturing, selling and distributing certain pharmaceutical products
   and medical devices and is desirous of establishing a competent and
   exclusive distribution source for sales of such products in Argentina
   (defined in Article 1 hereof as the Territory); and

         WHEREAS, Penta is desirous of distributing such products in the
   Territory, represents that it has experience in obtaining registration
   of pharmaceutical preparations or products and medical devices in the
   Territory, is well introduced on the market, is willing and able to
   provide a competent distribution organization in the Territory, and
   Penta 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 oral care products manufactured
               by or for Carrington set forth on Exhibit A hereto. 
               Carrington will provide a ninety (90) day notice to Penta
               on its intent to add or discontinue Products to Exhibit A.

         (b)   "Territory" shall mean the following country:  Argentina.

         (c)   "Parties" shall mean Carrington and Penta and Party shall
               mean either of them as the context indicates.

         (d)   "Know-how" shall mean secret and substantial technical and
               scientific information regarding the Products, which may be
               necessary, useful or advisable to enable Penta to obtain
               the Registration of, promote, market and sell the Products
               in the Territory, and as is or will be specified in the
               documentation which Carrington has delivered or will
               deliver to Penta after execution of this Agreement.
<PAGE>
         (e)   "Registration" shall mean any official approval, or
               authorization, or licensing regarding the Products by the
               appropriate and competent authorities in the Territory,
               including, if applicable, the Products  selling prices and
               social security approvals, allowing the lawful marketing of
               the Products.

         (f)   "Trademarks" shall mean all Trademarks, trade names,
               service marks, logos and derivatives thereof relating to
               the Products.

   Article 2.  Appointment

         2.1   Subject to the terms and conditions of this Agreement,
   Carrington hereby appoints Penta as Carrington's exclusive sales
   distributor in the Territory for the sale of Products, and Penta hereby
   accepts such appointment.  As sales distributor in the Territory, Penta
   shall, subject to the terms and conditions of this Agreement, have the
   right to obtain the Registration of, promote, distribute and sell
   Products in the Territory, but shall have no right to take any such
   action outside the Territory. 

         2.2   In a manner reasonably satisfactory to Carrington, and at
   Penta's sole expense, Penta agrees to (a) make and maintain 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, (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, and (e)
   promptly assign back to Carrington any product Registrations in the
   Territory upon termination of Agreement.

         2.3   During the term of this Agreement, Penta shall be
   considered an independent contractor and shall not be considered a
   partner, employee, agent or servant of Carrington.  As such, Penta 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.
   Penta agrees to make clear in all dealings with customers or
   prospective customers that it is acting as a distributor of the
   Products and not as an agent of Carrington.

         2.4   Nothing in this Agreement shall be construed as giving
   Penta any right to use or otherwise deal with the Know-how for purposes
   other than those expressly provided for in this Agreement.

         2.5   Penta shall promptly inform Carrington of any
   misappropriation of the Know-how which comes to its attention.  After
   having discussed such situation with Penta, Carrington shall have sole
   and absolute discretion to take such action as it deems appropriate and
   Penta, at its own cost, shall assist Carrington in taking legal action,
   if deemed necessary, against such misappropriation.
<PAGE>
         2.6   All costs and expenses connected with Penta's activities or
   performance under this Agreement are to be borne solely by Penta.

   Article 3.  Certain Performance Requirements

         3.1   Penta agrees to promote, market, sell and distribute the
   Products only to customers and potential customers within the Territory
   for ultimate use within the Territory.  Penta shall not, under any
   circumstances, either directly or indirectly through third Parties,
   promote, market, sell, or distribute 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 Penta is in compliance
   with Article 3.1, Penta agrees that:

         (a)   Penta shall send to Carrington quarterly sales reports
               which set forth the number of units and sizes of each
               Product sold, the net sales, the number of units of free
               medical samples distributed, and to whom such Products were
               sold and/or distributed during such quarter;

         (b)   Penta shall send to Carrington quarterly inventory reports
               of the Products; and

         (c)   Carrington may mark for identification all Products sold by
               Carrington to Penta hereunder.

         3.3   Penta shall promptly provide Carrington with written
   reports of any importation or sale of any of the Products in the
   Territory of which Penta has knowledge from any source other than
   Carrington, as well as with any other information which Carrington may
   reasonably request in order to be updated on the market conditions in
   the Territory.

         3.4   Penta shall maintain a sufficient inventory of Products to
   assure an adequate supply of Products to serve all its market segments. 
   Penta shall maintain all its inventory of Products clearly segregated
   and meeting all storage and other standards required by applicable
   governmental authorities.  All such inventory and Penta's facilities
   shall be subject to inspection by Carrington or its agents upon 72
   hours written notice.

         3.5   Penta 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 Penta of Products.  Upon
   written request from Penta, Carrington shall provide Penta 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.

         3.6   All Products shall be packaged and delivered by Carrington
   to Penta.  All Products shall be labeled, advertised, marketed, sold
   and distributed by Penta in compliance with the rules and regulations,
   as amended from time to time, of (i) all applicable governmental
   authorities within the Territory in which the Products are marketed,
   and (ii) all other applicable laws, rules and regulations.  Penta shall
   pay all expenses associated with (i) any alterations to the packaging
<PAGE>
   and labeling of the Products which deviate from Carrington's standard
   packaging materials, designs, methods and/or procedures, (ii) any
   language modifications to the packaging or labeling and/or (iii) any
   additions to inserts in the general packaging. The Parties shall agree
   on minimum production runs for such custom labels.

         3.7   Penta shall not make any alterations or permit any
   alterations to be made to the Products without Carrington's written
   consent.

         3.8   Penta shall assume all responsibility for and comply with
   all applicable laws, regulations and requirements concerning the
   Registration, inventory, use, promotion, distribution and sale of the
   Products in the Territory and correspondingly for any damage, claim,
   liability, loss or expense which Carrington may suffer or incur by
   reason of said Registration, inventory, use, promotion, distribution
   and sale and shall hold Carrington harmless from any claim resulting
   therefrom being directed against Carrington or Penta by any third
   party.

         3.9   Penta 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 or from the applicable governmental
   authorities.

         3.10  Penta 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.

         3.11  Penta shall actively and aggressively promote, develop
   demand for and maximize the sale of the Products to all customers and
   potential customers within the Territory.  Penta agrees not to
   manufacture, promote, market, sell or distribute to any customers or
   potential customers in the Territory without ninety (90) days written
   notice to and approval from Carrington, any competitive oral care
   product.

         3.12  Penta represents that its books, records and accounts
   pertaining to all its operations hereunder are complete and accurate in
   all material respects and have been maintained in accordance with sound
   and generally accepted accounting principles.  Penta's auditor shall
   hand over to Carrington at the end of each 12-month period during the
   term of the Agreement a declaration that the accounts rendered are
   correct.  Carrington shall have the right to have such books, records,
   and accounts examined, at its expense, by a qualified accountant
   nominated by Carrington.

   Article 4   Registration of Products

         4.1   It being understood that Registration is a prerequisite to
   the lawful sale of the Products in the Territory, Carrington hereby
   agrees to supply Penta, promptly after the execution of this Agreement,
   with any Know-how or relevant documentation necessary for preparing the
   Registration dossier to be submitted to the applicable governmental
   authorities of the Territory.
<PAGE>
         4.2   It shall be the responsibility of Penta, at its sole
   expense to apply for, obtain and maintain in force the Registration of
   the Products.  Subject to having obtained the prior approval of
   Carrington, the application shall be submitted to all applicable
   governmental authorities, including the health authorities of the
   Territory and shall be in the name of Carrington, with Penta being
   named as Products distributor in the Territory.  Penta expressly
   acknowledges and agrees that the absolute and exclusive ownership of
   the Registration and all rights originating out of or from the same
   shall at all times belong only and exclusively to Carrington.

         4.3   As soon as Penta has received Know-how from Carrington,
   Penta shall prepare,  at its sole expense, the Registration dossier and
   submission and any translation which may be required by the applicable
   authorities of the Territory.  Penta shall promptly supply Carrington
   with a copy of the said Registration dossier and submission and
   Carrington shall be entitled to a free and unrestrained use of the
   same.

         4.4   Subject to having obtained Carrington's written approval of
   all such documentation and any subsequent amendments thereto, Penta
   shall, as soon as possible and in any case within sixty (60) days of
   Carrington's approval, submit the Registration application to the
   appropriate authorities of the Territory.

         4.5   Penta shall use its best endeavors to obtain the
   Registration within six (6) months from the relevant submission.  Penta
   shall notify Carrington in writing at least 3 (three) months before the
   expiration of said term of any need for an extension in time to obtain
   Registration.  The notification shall specify the duration of, and the
   reason for, any proposed extension.  Carrington shall consider any such
   request, evaluating the objective situation and Penta's fulfilment of
   its obligations in this respect.  It is, however, understood that
   Penta's deadline to obtain Registration is one year from the date of
   filing.

         4.6   Penta shall copy and keep Carrington fully and timely
   informed, throughout the term of this Agreement, of all communications
   sent to or received from all applicable governmental  authorities,
   including the health authorities, of the Territory concerning the
   Products.

         4.7   Carrington makes no warranty that the supplied Know-how
   will necessarily result in the grant of the Registration and Penta
   shall have no claim against Carrington arising out of any delay or
   refusal by the authorities to issue the Registration.
   

   Article 5.  Sale of Products by Carrington to Penta

         5.1   Subject to the terms and conditions of this Agreement,
   including specifically Article 5.7 hereof, Carrington shall sell to
   Penta the Products at a specified price for each Product (the "Contract
   Price").  For orders placed by Penta 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 ninety (90) days prior to the end of each 12-month
   period of the term of this Agreement, (a) Penta shall provide in
<PAGE>
   writing to Carrington a purchase forecast for the following 12-month
   period, and (b) 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
   Carrington reserves the right to change its Contract Price for each
   Product.

         5.2   As consideration for its appointment as a sales distributor
   entitled to a Product discount, Penta agrees to purchase from
   Carrington, during each 12-month period of the term of this Agreement,
   commencing with the 12-month period beginning _________, 19__ through
   ___________, 19__, at the Contract Price, a specified minimum aggregate
   dollar amount (based on the Contract Price) of the Products (the
   "Specified Minimum Purchase Amount").  For the first 12-month period of
   the term of this Agreement, the Specified Minimum Purchase Amount shall
   be $__________.  The Specified Minimum Purchase Amounts for each
   subsequent 12-month period shall be determined by mutual agreement of
   the Parties no later than thirty (30) days prior to the beginning of
   such period based on Penta's reasonable, good faith projections of
   future sales growth and such other factors as the Parties may deem
   relevant.

         5.3   Penta shall order Products by submitting a purchase order
   to Carrington describing the type and quantity of the Products to be
   purchased.  All orders are subject to acceptance by Carrington.  All
   purchases shall be spaced in a reasonable manner.  If Carrington
   accepts the order, Carrington will invoice Penta upon shipment of the
   Products.  Unless otherwise agreed, Penta shall pay all invoices in
   full within sixty (60) days of the date of invoice.  Penta shall be
   solely responsible for all costs in connection with affecting payments. 
   All sales and payments shall be made, and all orders shall be accepted,
   in the State of Texas.

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

         5.5.  All shipments will be initiated by a Purchase Order. 
   Product shipment dates will be specified in the Purchase Order.  These
   dates may not be scheduled prior to ninety (90) days after the date the
   Purchase Order is received and acknowledged in writing by Carrington,
   unless by mutual consent of the Parties.  Purchase Orders will be non-
   cancellable. Penta will issue to Carrington on a monthly basis, a
   twelve (12) month rolling forecast so that Carrington may incorporate
   said forecasts into its planning system.  The triggering document for
   production activities is, however, the Purchase Order, as stated above. 
   Carrington will guarantee delivery dates for product quantities that
   vary up to 20% above the last monthly rolling forecast issued prior to
   the Purchase Order placed by Penta. Variation above 20% shall be
   discussed between the Parties and Carrington will use its best efforts
   to maintain delivery dates requested by Penta.

         5.6   All shipments of Products to Penta will be packaged in
   accordance with Carrington's standard packaging procedures and shipped
   per Carrington's existing distribution policy.  All Contract Prices are
   F.O.B., (invoice price includes seller's expense for delivery to the
   named destination) Carrington's facility, Irving, Texas.  Ownership of
<PAGE>
   and title to Products and all risks of loss with respect thereto shall
   pass to Penta upon delivery of such Products by Carrington to the
   carrier at the designated delivery (F.O.B.) 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.

         5.7   Carrington shall use its reasonable best efforts to ensure
   availability of all Products ordered by Penta under this Agreement. 
   However, if necessary in the best judgement of Carrington, Carrington
   may allocate its available supply of Products among all its customers,
   distributors or other purchasers, including Penta, 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.

         5.8   Carrington accepts liability for defective Products and
   agrees to replace such defective Products should they occur with new
   Products.  Except as may be expressly stated by Carrington on the
   Product or on Carrington's packaging, or in Carrington's information
   accompanying the Product, at the time of shipment to Penta 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.  Penta 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 5.8 or that is inconsistent with the policies
   or publications of Carrington relating to the Products.

         PENTA'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
   PENTA'S OPTION.  CARRINGTON SHALL HAVE NO OTHER OBLIGATION OR LIABILITY
   FOR DAMAGES TO PENTA 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, NON-PERFORMANCE OR REPLACEMENT OF THE PRODUCTS.

         PENTA SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS CARRINGTON AND
   CARRINGTON'S AFFILIATES, 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, KNOW-HOW OR TRADEMARKS BY PENTA OR ANY OTHER PARTY, (ii) ANY
   BREACH BY PENTA OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS
   UNDER THIS AGREEMENT OR (iii) ANY ACTS OR OMISSIONS ON THE PART OF 
   PENTA OR ITS AGENTS, SERVANTS OR EMPLOYEES WHICH ARE OUTSIDE OR BEYOND
   PENTA S AUTHORIZATION GRANTED HEREIN.

         5.9   Credits for defective Products to Penta 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
   Penta with a copy of its liability Insurance Certificate and shall
   include Penta thereunder.
<PAGE>
   Article 6.  Term and Termination

         6.1   The term of this Agreement shall be for a period of five
   years from the effective date of this Agreement.  After such term, this
   Agreement shall be automatically terminated unless the parties mutually
   agree in writing to extend the term hereof.  Notwithstanding the
   foregoing, this Agreement may be terminated earlier in accordance with
   the provisions of this Article 6 or as expressly provided elsewhere in
   this Agreement.

         6.2   Carrington shall have the absolute right to terminate this
   Agreement if Penta 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 Penta, Penta understands and
   agrees that it shall be in material breach of this Agreement, and
   Carrington shall have the right to terminate this Agreement under this
   Article 6.2, if:

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

               (ii)  Penta breaches any provision of Article 2.2, 3.4, 4,
         5.3, 5.8, 7 or 8; or,

               (iii) Penta fails to purchase the Specified Minimum
         Purchase Amounts of Product for any required period.

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

         6.4   This Agreement shall automatically terminate effective at
   the end of any 12-month period of the term of this Agreement referred
   to in Articles 5.1 and 5.2 hereof if the Parties are unable to agree
   upon the Contract Prices or the Specified Minimum Amounts for the next
   12-month period of the term.

         6.5   During the one-year period following termination of this
   Agreement, any inventory of Products held by Penta at the termination
   of this Agreement may be sold by Penta 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 Penta'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 Penta,
   including importation and shipping.

         6.6   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 5.8,
   6.5, 7, 8 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.
<PAGE>
   Article 7.  Trademarks

         7.1   All Carrington Trademarks, trade names, service marks,
   logos and derivatives thereof relating to the Products (the
   "Trademarks"), and all patents, technology and other intellectual
   property (also known as "Know-how") relating to the Products and of the
   goodwill associated therewith, are the sole and exclusive property of
   Carrington and/or its affiliates.  The Products shall be promoted, sold
   and distributed only under the Trademarks.  Carrington hereby grants
   Penta 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 Penta, modify or
   discontinue the use of any Trademark and/or use one or more additional
   or substitute marks or names, and Penta shall be obligated to do the
   same.

         7.2   Carrington's Trademarks shall appear on all Product
   packaging, labels, and inserts and other materials which Penta uses for
   the marketing of the Products in such form and manner as Carrington
   shall reasonably require.  Carrington retains the right to review and
   approve all intended uses of the Trademark in any packaging, inserts,
   labels, or promotional or other materials relating to the Products
   prior to Penta s actual use thereof.

         7.3   It shall be the sole responsibility of Carrington, at its
   sole expense, to keep in force and maintain the Trademarks in the
   Territory by paying all necessary fees throughout the term of this
   Agreement.  Penta agrees to use the Trademarks in full compliance with
   the rules prescribed from time to time by Carrington.  The Trademarks
   shall always be used together with the sign [TM] or the sign [R].  Penta
   may not use any Trademark as part of any corporate name or with any
   prefix, suffix or other modifying word, term, design or symbol.  In
   addition, Penta 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. 

         7.4   In the event of any infringement of, or threatened or
   presumed infringement of, or challenge to Penta's use of any Trademark
   or of any Penta trademark, Penta is obligated to notify Carrington
   immediately.  Penta shall investigate any alleged violation  and, if
   necessary, shall take the appropriate legal action to resolve the issue
   and to prevent other competitors from infringing on said intellectual
   property rights within the Territory.  Carrington shall have sole and
   absolute discretion to take such action as it deems appropriate.

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

         7.6   In the event of a breach or threatened breach by Penta of
   the provisions of this Article 7, 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 7, including the recovery of damages from Penta.
<PAGE>
         7.7   Should for some reason the Trademark be prevented from
   being used in any part or whole of the Territory, the Parties shall
   consult as to a suitable other trademark (which trademark shall
   trademark be also defined as  Trademark  for purposes of this
   Agreement) owned by Carrington or to be transferred from Penta to
   Carrington for use in connection with the marketing and sale of the
   Products; it being agreed, however, that Carrington retains the right
   to ultimately determine what such alternative Trademark shall be used,
   provided it is not confusingly similar to a Trademark owned by Penta in
   the Territory.

         7.8   Nothing contained in this Agreement shall be construed as
   giving Penta the right to use the Trademark outside the Territory or
   for any other product than the Products.

   Article 8.  Confidential Information

         8.1   Penta recognizes and acknowledges that Penta will have
   access to confidential information and trade secrets, including  Know-
   how , 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, Penta 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 Penta of the provisions of this Article 8, Carrington shall
   be entitled to an injunction restraining Penta 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 8, including the recovery of damages from Penta.  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 Penta.

         8.2   Penta shall not disclose any of the terms of this Agreement
   without the prior written consent of Carrington.  

   Article 9.  Force Majeure

         9.1   Neither Penta 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"), nor shall Penta's or Carrington's obligations,
   except  as may be necessary, be suspended during the period of such
   Force Majeure, nor shall either Party's obligations be cancelled with
<PAGE>
   respect to such Products as would have been sold hereunder but for such
   suspension.  Such affected Party shall give to the other Party 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 both Party's
   obligations under this Agreement.  Should the Force Majeure continue
   for more than six (6) months, then the other Party shall have the right
   to cancel this Agreement and the Parties shall seek an equitable
   agreement on the Parties  reward of interests.

         9.2   The Parties agree that any obligation to pay money is never
   excused by Force Majeure.

   Article 10. Amendment

         10.1  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 11. Entire Agreement

         11.1  This Agreement represents the entire Agreement between the
   Parties and 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.

         11.2  Should any provision of this Agreement be rendered invalid
   or unenforceable, it shall not affect the validity or enforceability of
   the remainder.

   Article 12. Assignment

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

   Article 13. Governing Law

         13.1   It is expressly agreed that the validity, performance and
   construction of this Agreement will be governed by the laws and
   jurisdiction of the State of Texas.
<PAGE>
   Article 14. Notices

         14.1   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:  President, or
               at such other address as Carrington shall have theretofore
               furnished in writing to Penta.  (Fax No. 972-714-5009)

         (b)   Penta at:  Penta Farmaceutica, S.A.; Helguera 254/58 (1406)
               Buenos Aires, Argentina, Attention:  _______________ or at
               such other address as Penta shall have theretofore
               furnished in writing to Carrington.  (Fax No. 54-1-856-
               4691)

   Article 15. Waiver

         15.1  Neither Penta's nor Carrington's failure to enforce at any
   time any of the provisions of this Agreement or any right with respect
   thereto, shall be considered a waiver of such provisions or rights or
   in any way affect the validity of same.  Neither Penta s nor
   Carrington's exercise of any of its rights shall preclude or prejudice
   either Party  thereafter from exercising the same or any other right it
   may have, irrespective of any previous action by either Party.
   

   Article 16. Arbitration

         16.1  Except as expressly provided otherwise herein, 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 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 forty (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 or conflicting 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 thirty (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. 
   Judgement upon the award rendered may be entered in any court having
   jurisdiction over the person or the assets of the Party owing the
   judgement 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 17  Interpretation

         17.1  The language of this Agreement is English.  No translation
   into any other language shall be taken into account in the
   interpretation of the Agreement itself.

         17.2  The headings in this Agreement are inserted for convenience
   only and shall not affect its construction.
   
         17.3  Where appropriate, the terms defined in Article 1 and
   denoting a singular number only shall include the plural and vice
   versa.

         17.4  References to any law, regulation, statute or statutory
   provision includes a reference to the law, regulation, statute or
   statutory provision as from time to time amended, extended or re-
   enacted.

   Article 18. Exhibits

         18.1  Any and all Exhibits referred to herein shall be considered
   an integral part of this Agreement.

   Article 19. No Inconsistent Actions

         19.1  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 5.7 and 9 hereof, will promptly perform all acts and take
   all measures as may be appropriate to comply with the terms, conditions
   and provisions of this Agreement.

   Article 20. Currency of Account

         20.1  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 Penta 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>
   Article 21. Binding Effect

         21.1  This Agreement shall inure to the benefit of and be binding
   upon the respective successors of the Parties.
   
         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:                       



                                        PENTA FARMACEUTICA, S.A.



                                        By:                               
                                        Name:                        
                                        Title:                       

<PAGE>

   EXHIBIT A
   PENTA FARMACEUTICA, S.A.
   Products & Contract Price
   December, 1996




    Product                                           Current Price

    Voralex  Patch, 6 pack (Less than 10,000             $0.90/sleeve
    sleeves)

    Voralex  Patch, 6 pack (10,000 - 49,999 sleeves)     $0.85/sleeve
    Voralex  Patch, 6 pack (50,000 - 99,999 sleeves)     $0.80/sleeve

    Voralex  Patch, 6 pack (100,000 or more sleeves)     $0.75/sleeve


   Note:   The Voralex Patch 6 pack contains one sleeve of six patches. 
           Any volume discounts are based on Specified Minimum Purchase
           Amounts which correspond with the specified 12-month period as
           set forth in Articles 5.1 and 5.2 of this Agreement.
<PAGE>