EXHIBIT 10.99

                       ALOE AND HERBS INTERNATIONAL INC.



                            STOCK PURCHASE WARRANT

                                  granted to

                        CARRINGTON LABORATORIES, INC.



                              November 23, 1998

<PAGE>

                              TABLE OF CONTENTS

                                                                       Page
                                                                       ----
  1.   Manner of Exercise; Issuance of Certificates; Payment for Shares . 1

  2.   Period of Exercise . . . . . . . . . . . . . . . . . . . . . . . . 2

  3.   Certain Representations and Agreements of the Company  . . . . . . 2
       (a)  Corporate Organization  . . . . . . . . . . . . . . . . . . . 2
       (b)  Authorized and Outstanding Capital Stock  . . . . . . . . . . 2
       (c)  Shares to be Fully Paid . . . . . . . . . . . . . . . . . . . 3
       (d)  Reservation of Shares . . . . . . . . . . . . . . . . . . . . 3
       (e)  Continued  Existence; Certain Actions Prohibited  . . . . . . 3
       (f)  Corporate Authority . . . . . . . . . . . . . . . . . . . . . 3
       (g)  Noncontravention  . . . . . . . . . . . . . . . . . . . . . . 3
       (h)  Governmental Approvals  . . . . . . . . . . . . . . . . . . . 4
       (I)  Registration  . . . . . . . . . . . . . . . . . . . . . . . . 4
       (j)  Financial Statements  . . . . . . . . . . . . . . . . . . . . 4
       (k)  Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
       (l)  Inspection  . . . . . . . . . . . . . . . . . . . . . . . . . 5
       (m)  Records . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
       (n)  Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

  4.   Upward Adjustment in Exercise Price  . . . . . . . . . . . . . . . 5

  5.   Antidilution Provisions  . . . . . . . . . . . . . . . . . . . . . 6
       (a)  Stock Dividends; Subdivisions and Combinations  . . . . . . . 6
       (b)  Extraordinary Dividends and Distributions . . . . . . . . . . 6
       (c)  Issuance of Capital Stock . . . . . . . . . . . . . . . . . . 7
       (d)  Computation of Market Price . . . . . . . . . . . . . . . . . 7
       (e)  Record Date Adjustments . . . . . . . . . . . . . . . . . . . 7
       (f)  Minimum Adjustment of Exercise Price  . . . . . . . . . . . . 8
       (g)  Reorganization,  Reclassification,  Consolidation,  Merger,
            or Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
       (h)  No Fractional Shares  . . . . . . . . . . . . . . . . . . . . 9
       (I)  Notice of Adjustment  . . . . . . . . . . . . . . . . . . . . 9
       (j)  Other Notices . . . . . . . . . . . . . . . . . . . . . . . . 9
       (k)  Certain Events  . . . . . . . . . . . . . . . . . . . . . .  10

  6.   Registration Rights  . . . . . . . . . . . . . . . . . . . . . .  10
       (a)  Right to Participate in Registrations . . . . . . . . . . .  10
       (b)  Registration Procedures . . . . . . . . . . . . . . . . . .  11
       (c)  Required Information  . . . . . . . . . . . . . . . . . . .  12
       (d)  Expenses of Registration  . . . . . . . . . . . . . . . . .  12
       (e)  Indemnification . . . . . . . . . . . . . . . . . . . . . .  12

  7.   Issue Tax  . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

  8.   Availability of Information  . . . . . . . . . . . . . . . . . .  12

  9.   No Rights or Liabilities as a Shareholder  . . . . . . . . . . .  13
<PAGE>
  10.  Transfer, Exchange, and Replacement of Warrant . . . . . . . . .  13
       (a)  Transfer of Warrant . . . . . . . . . . . . . . . . . . . .  13
       (b)  Warrant Exchangeable for Different Denominations  . . . . .  13
       (c)  Replacement of Warrant  . . . . . . . . . . . . . . . . . .  13
       (d)  Cancellation; Payment of Expenses . . . . . . . . . . . . .  13
       (e)  Register  . . . . . . . . . . . . . . . . . . . . . . . . .  13
       (f)  Exercise or Transfer Without Registration . . . . . . . . .  14

  11.  Notices  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

  12.  GOVERNING LAW  . . . . . . . . . . . . . . . . . . . . . . . . .  14

  13.  Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . .  15
       (a)  Amendments  . . . . . . . . . . . . . . . . . . . . . . . .  15
       (b)  Descriptive Headings  . . . . . . . . . . . . . . . . . . .  15
       (c)  Successors and Assigns  . . . . . . . . . . . . . . . . . .  15
       (d)  Remedies  . . . . . . . . . . . . . . . . . . . . . . . . .  15
       (e)  Survival  . . . . . . . . . . . . . . . . . . . . . . . . .  15
       (f)  Closing of Books  . . . . . . . . . . . . . . . . . . . . .  15
       (g)  Amendments to Terms of Warrant Shares . . . . . . . . . . .  15

<PAGE>
  THIS  WARRANT  AND  ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT
  HAVE  NOT  BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933
  OR  UNDER  ANY  SECURITIES  OR  BLUE  SKY LAWS OF ANY STATE OF THE UNITED
  STATES.    NEITHER  THIS  WARRANT  NOR  ANY  OF  SUCH SHARES MAY BE SOLD,
  ASSIGNED,  TRANSFERRED,  OR  OTHERWISE  DISPOSED  OF  IN  THE  ABSENCE OF
  REGISTRATION UNDER SAID ACT AND UNDER APPLICABLE STATE SECURITIES OR BLUE
  SKY  LAWS  OR EXEMPTIONS FROM SUCH REGISTRATION.  THIS WARRANT MAY NOT BE
  SOLD,  ASSIGNED,  TRANSFERRED,  OR  OTHERWISE DISPOSED OF EXCEPT UPON THE
  CONDITIONS  SPECIFIED IN THIS WARRANT, AND NO SALE, ASSIGNMENT, TRANSFER,
  OR  OTHER  DISPOSITION OF THIS WARRANT SHALL BE VALID OR EFFECTIVE UNLESS
  AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH.


  No. W-001                                Right to Purchase 300,000 Shares


                            STOCK  PURCHASE WARRANT


       THIS  CERTIFIES  THAT,  for value received, CARRINGTON LABORATORIES,
  INC.,  a  Texas  corporation, is entitled to purchase from ALOE AND HERBS
  INTERNATIONAL  INC.,  a  corporation  organized  under  the  laws  of the
  Republic  of  Panama  (the  "Company"),  at any time or from time to time
  during the period specified in Paragraph 2 hereof, THREE HUNDRED THOUSAND
  (300,000)  fully  paid  and nonassessable shares of the Company's Capital
  Stock,  par  value  U.S.  $0.05  per  share  (the "Capital Stock"), at an
  exercise  price per share of Sixty-Five Cents (U.S. $0.65) (such exercise
  price,  as  it  may be adjusted hereunder, is herein called the "Exercise
  Price").  The term "Warrant Shares", as used herein, refers to the shares
  of  Capital  Stock  purchasable  hereunder.    The Exercise Price will be
  adjusted  upward  on  June 2, 2000 as provided in Paragraph 4 hereof, and
  the  Warrant  Shares  and  the  Exercise  Price  are  subject  to further
  adjustment  as  provided  in  Paragraph  5  hereof.   This Stock Purchase
  Warrant  was  originally  issued in connection with a loan by the initial
  holder  hereof  to  the Company in the amount of U.S. $300,000.  The term
  "Warrants",  as  used  herein, shall mean this Stock Purchase Warrant and
  all other Stock Purchase Warrants issued in connection with any transfer,
  exchange, or replacement thereof.
<PAGE>
       This  Warrant  is  subject  to  the following terms, provisions, and
  conditions:

       1.   Manner  of  Exercise;  Issuance  of  Certificates;  Payment for
  Shares.   Subject to the provisions hereof, this Warrant may be exercised
  by  the  holder  hereof  in  whole or in part (but not as to a fractional
  Warrant  Share).    The  holder  hereof  may exercise this Warrant by the
  surrender  of  this Warrant, together with a completed Exercise Agreement
  in  the form attached hereto, to the Company during normal business hours
  on  any  business  day  at  any of the Company's principal offices in the
  Republic  of  Panama,  the  Republic  of  Costa  Rica, or St. Marys, West
  Virginia, U.S.A. (or such other office or agency of the Company as may be
  mutually  agreed  upon  by  the  Company and the holder hereof), and upon
  payment  to  the  Company  in cash, by wire transfer or by bank check, in
  United  States  dollars,  of  the  Exercise  Price for the Warrant Shares
  specified  in  said  Exercise Agreement.  The Warrant Shares so purchased
  shall  be deemed to be issued to the holder hereof or its designee as the
  record  owner  of  such shares as of the close of business on the date on
  which  this  Warrant  shall have been surrendered, the completed Exercise
  Agreement  delivered,  and  payment  made  for  such shares as aforesaid.
  Certificates  for  the  Warrant  Shares  so  purchased,  representing the
  aggregate number of shares specified in said Exercise Agreement, shall be
  delivered  to  the  holder hereof within a reasonable time, not exceeding
  five business days, after this Warrant shall have been so exercised.  The
  certificates  so  delivered  shall  be  in  such  denominations as may be
  requested  by  the  holder  hereof and shall be registered in the name of
  said holder or such other name as shall be designated by said holder.  If
  this  Warrant  shall  have been exercised only in part, then, unless this
  Warrant  has  expired,  the Company shall, at its expense, at the time of
  delivery  of  said  certificates,  deliver  to  said holder a new Warrant
  representing  the  number  of  shares  with respect to which this Warrant
  shall  not then have been exercised.  The Company shall pay all taxes and
  other  expenses  and  charges payable in connection with the preparation,
  execution,  and  delivery  of  stock  certificates (and any new Warrants)
  pursuant to this Paragraph 1 except that, in case such stock certificates
  shall  be  registered  in  a  name or names other than the holder of this
  Warrant,  funds sufficient to pay all stock transfer taxes which shall be
  payable  in  connection  with  the  execution  and delivery of such stock
  certificates  shall  be  paid  by the holder hereof to the Company at the
  time  of  the  delivery  of  such  stock  certificates  by the Company as
  mentioned above.

       2.   Period of Exercise.  This Warrant is exercisable at any time or
  from  time  to  time after November 23, 1998, and before 5:00 p.m., local
  time in Dallas, Texas, on November 24, 2003.

       3.   Certain  Representations  and  Agreements  of the Company.  The
  Company hereby represents and warrants to, and covenants and agrees with,
  each holder of this Warrant as follows:
<PAGE>
            (a)  Corporate Organization.  The Company is a corporation duly
       organized,  validly existing, and in good standing under the laws of
       the  Republic of Panama and has all requisite power and authority to
       own,  lease, and operate its properties and to carry on its business
       as  now  being conducted.  No actions or proceedings to dissolve the
       Company are pending or threatened.  The Company has delivered to the
       initial  holder  of this Warrant accurate and complete copies of the
       Company's  articles of incorporation  and other charter documents as
       currently  in  effect  and  the  stock records of the Company.  Such
       records accurately reflect the stock ownership of the Company.

            (b)  Authorized  and Outstanding Capital Stock.  The authorized
       capital  stock  of  the  Company  consists  of  15,000,000 shares of
       Capital  Stock,  par  value U.S. $0.05 per share, of which 7,765,000
       shares  are  issued  and outstanding as of the date of this Warrant.
       All outstanding shares of Capital Stock have been validly issued and
       are  fully paid and nonassessable.  Except as set forth above and as
       provided  in this Warrant, as of the date of this Warrant, there are
       outstanding   (I)  no  shares  of  capital  stock  or  other  voting
       securities  of  the  Company,  (ii)  no  securities  of  the Company
       convertible  into  or  exchangeable  for  shares of capital stock or
       other  voting  securities  of the Company, (iii) no options or other
       rights to acquire from the Company, and no obligation of the Company
       to  issue  or  sell,  any  shares  of  capital stock or other voting
       securities   of  the  Company  or  any  securities  of  the  Company
       convertible  into  or  exchangeable for such capital stock or voting
       securities,  and  (iv)  no  equity  equivalents,  interests  in  the
       ownership  or earnings or other similar rights of or with respect to
       the Company.

            (c)  Shares  to  be  Fully Paid.  All Warrant Shares will, upon
       issuance,  be validly issued, fully paid, and nonassessable and free
       from  all  taxes,  liens,  and  charges  with  respect  to the issue
       thereof.

            (d)  Reservation  of  Shares.    During the period within which
       this  Warrant  may be exercised (the "Exercise Period"), the Company
       will  at  all times have authorized, and reserved for the purpose of
       issue  upon  exercise of this Warrant, a sufficient number of shares
       of Capital Stock to provide for the exercise of this Warrant.
<PAGE>
            (e)  Continued   Existence; Certain Actions Prohibited.  During
       the  Exercise Period, the Company and its subsidiaries will maintain
       in  full  force  and effect their respective corporate existence and
       all  rights  and  franchises  that  are  necessary to carry on their
       respective  businesses  as then conducted.  (I) The Company will not
       increase  the  par  value  of the shares of Capital Stock receivable
       upon  the  exercise of this Warrant above the Exercise Price then in
       effect,   (ii)  before  taking  any  action  which  would  cause  an
       adjustment  reducing  the Exercise Price below the then par value of
       the shares of Capital Stock so receivable, the Company will take all
       such  corporate  action  as may be necessary or appropriate in order
       that  the  Company  may  validly  and  legally  issue fully paid and
       nonassessable  shares  of  Capital  Stock  at such adjusted Exercise
       Price  upon  the exercise of this Warrant and (iii) the Company will
       not  take any action which results in any adjustment of the Exercise
       Price  if the total number of shares of Capital Stock issuable after
       the  action upon the exercise of this Warrant would exceed the total
       number  of  shares of Capital Stock then authorized by the Company's
       articles  of  incorporation or other charter documents and available
       for the purpose of issue upon such exercise.

            (f)  Corporate  Authority.    The  Company  has  full power and
       authority  to  execute,  deliver,  and  perform  this  Warrant.  The
       execution,  delivery, and performance by the Company of this Warrant
       have  been  duly authorized by all necessary corporate action of the
       Company.    This Warrant has been duly executed and delivered by the
       Company  and  constitutes  a valid and legally binding obligation of
       the  Company, enforceable against the Company in accordance with its
       terms.

            (g)  Noncontravention.  The execution, delivery and performance
       by the Company of this Warrant do not and will not (I) conflict with
       or  result in a violation of any provision of the Company's articles
       of  incorporation  or other charter documents, (ii) conflict with or
       result  in  a  violation of any provision of, or constitute (with or
       without  the  giving  of  notice  or  the passage of time or both) a
       default under, or  give rise  (with or without  the giving of notice
       or the  passage  of  time  or  both)  to  a  right  of  termination,
       cancellation,   or  acceleration  under,  or  acquire  any  consent,
       approval,  authorization  or  waiver of, or notice to, any party to,
       any  bond,  debenture,  note,  mortgage, indenture, lease, contract,
       agreement, or other instrument or obligation to which the Company or
       any of its subsidiaries is a party or by which the Company or any of
       its  subsidiaries or any of their respective properties may be bound
       or  any permit held by the Company or any of its subsidiaries, (iii)
       result  in  the  creation  or imposition of any encumbrance upon the
       properties of the Company or any of its subsidiaries or (iv) violate
       any   applicable  law  binding  upon  the  Company  or  any  of  its
       subsidiaries.

            (h)  Governmental  Approvals.   No consent, approval, order, or
       authorization  of, or declaration, filing, or registration with, any
       governmental  authority  is  required  to be obtained or made by the
       Company or any of its subsidiaries in connection with the execution,
       delivery, or performance by the Company of this Warrant.
<PAGE>
            (i)  Registration.    If  the  issuance  of  any Warrant Shares
       required  to  be  reserved  for purposes of exercise of this Warrant
       requires registration with or approval of any governmental authority
       under  any federal, state, local or other law, rule or regulation of
       the  United  States,  the Republic of Panama or other country or any
       state  or  political subdivision of any such country (other than any
       registration  under  the  United  States  Securities Act of 1933, as
       amended  (the  "Securities  Act"), or under applicable securities or
       blue  sky laws of any state of the United States, which registration
       is  subject  to  Paragraph  6  hereof)  or listing on any securities
       exchange  or  stock  market,  before  such shares may be issued upon
       exercise  of this Warrant, the Company will, at its expense, use its
       best efforts to cause such shares to be duly registered or approved,
       or  listed  on  the relevant securities exchange or stock market, as
       the  case may be, at such time, so that such shares may be issued in
       accordance with the terms hereof.

            (j)  Financial  Statements.    During  the Exercise Period, the
       Company  will  keep  true  and  correct books of account and prepare
       financial   statements   in   accordance   with  generally  accepted
       accounting  principles  consistently  applied  and shall cause to be
       made available to the holder of this Warrant:

               (i)    as  soon  as practicable and in any event within
            30 days after the  end of  each  quarterly  period  (other
            than the last  quarterly  period)  in  each  fiscal  year,
            consolidated  statements   of   operations,   stockholders
            equity  and cash flows of the Company and its subsidiaries
            for  the  period  from the beginning of the current fiscal
            year  to  the  end  of  such   quarterly  period,   and  a
            consolidated  balance  sheet  of   the  Company   and  its
            subsidiaries  as  at  the  end  of  such quarterly period,
            setting forth in each case in comparative form figures for
            the corresponding period in the preceding fiscal year, all
            in  reasonable  detail  and  certified  by  an  authorized
            financial  officer  of  the  Company,  subject  to changes
            resulting from year-end adjustments; and

              (ii)    as  soon  as practicable and in any event within
            60  days  after the end of each fiscal year, consolidating
            and  consolidated  statements  of operations, stockholders
            equity  and cash flows of the Company and its subsidiaries
            for  such year, and consolidating and consolidated balance
            sheets  of  the Company and its subsidiaries as at the end
            of  such  year,  setting forth in each case in comparative
            form corresponding consolidated figures from the preceding
            annual  audit,  all  in  reasonable  detail and reasonably
            satisfactory  in scope to the holder of this Warrant, and,
            as  to  the  consolidated  statements,  certified  to  the
            Company  by  independent  public accountants of recognized
            United  States  national  standing selected by the Company
            and reasonably satisfactory to such holder.
<PAGE>
            (k)  Laws.    During  the  Exercise Period, the Company and its
       subsidiaries will comply with all governmental statutes, regulations
       and  orders, domestic and foreign, applicable to the Company and its
       subsidiaries,  the  noncompliance  with  which would have a material
       adverse  effect on the business, condition (financial or otherwise),
       or  operations  of the Company and its subsidiaries taken as a whole
       or  the ability of the Company to perform its obligations under this
       Warrant.

            (l)  Inspection.  Upon reasonable notice to the Company, at any
       reasonable  time  and  from time to time during the Exercise Period,
       the  Company will permit any representative designated by the holder
       of  this  Warrant  to (I) visit and inspect any of the properties of
       the  Company  or  its  subsidiaries;  (ii) examine the corporate and
       financial  records  of  the  Company  and  its subsidiaries and make
       copies thereof or extracts therefrom; and (iii) discuss the affairs,
       finances,  and accounts of the Company and its subsidiaries with the
       directors,  officers,  key employees, and independent accountants of
       the  Company and its subsidiaries (and the Company hereby authorizes
       all   independent  accountants  employed  by  the  Company  and  its
       subsidiaries  to  consult  with  and answer inquiries by such holder
       with  respect  to the financial condition and matters of the Company
       and its subsidiaries and with respect to any matters which have come
       to  their  attention  concerning  the  Company  and its subsidiaries
       during  the  course  of  their  dealings  with  the  Company and its
       subsidiaries).

            (m)  Records.   During the Exercise Period, the Company and its
       subsidiaries  shall keep books and records of account in which full,
       true,  and  correct  entries  will  be  made  of  all  dealings  and
       transactions  in relation to their respective businesses and affairs
       in  accordance with generally accepted accounting principles applied
       on a consistent basis.

            (n)  Taxes.    During  the Exercise Period, the Company and its
       subsidiaries  shall  file  all required tax returns (or requests for
       extensions  of time to file such returns), reports, and requests for
       refunds  on  a  timely  basis and shall pay or discharge on a timely
       basis  all  taxes  imposed  on  them  or  on any of their respective
       assets, income, or franchises.

       4.   Upward  Adjustment  in  Exercise  Price.  Effective as of 12:01
  a.m.,  local  time  in  Dallas,  Texas,  on June 2, 2000 (the "Adjustment
  Effective  Time"),  the  Exercise  Price  shall  be adjusted upward to an
  amount  (which shall be rounded downward to the nearest whole cent) equal
  to  the  mathematical  product  of  (x)  the  Exercise  Price  in  effect
  immediately  prior  to  the  Adjustment  Effective Time multiplied by (y)
  1.1538462.    Such adjustment shall be effective for any exercise of this
  Warrant  that occurs at or after the Adjustment Effective Time, and shall
  not  apply  to  exercises  prior to that time.  Such adjustment shall not
  affect the number of Warrant Shares purchasable hereunder.
<PAGE>
       5.   Antidilution  Provisions.    The  Exercise Price (including the
  Exercise  Price  as  adjusted  pursuant  to  Paragraph 4 hereof) shall be
  subject  to adjustment from time to time as provided in this Paragraph 5.
  Upon  each adjustment of the Exercise Price pursuant to this Paragraph 5,
  the  holder  of this Warrant shall thereafter be entitled to purchase, at
  the  Exercise Price resulting from such adjustment, the largest number of
  Warrant  Shares  obtained  by  multiplying  the  Exercise Price in effect
  immediately  prior  to  such  adjustment  by the number of Warrant Shares
  purchasable  hereunder  immediately prior to such adjustment and dividing
  the product thereof by the Exercise Price resulting from such adjustment.
  For  purposes  of  this  Paragraph  5,  the term "Capital Stock", as used
  herein,  includes  the Capital Stock and any additional class of stock of
  the  Company  having  no  preference  as to dividends or distributions on
  liquidation  which  may  be  authorized  in  the  future by the Company's
  articles  of  incorporation or other charter documents, provided that the
  shares  purchasable pursuant to this Warrant shall include only shares of
  the  class  designated  as capital stock of the Company as of the date of
  this  Warrant,  or  shares resulting  from any subdivision or combination
  of  such   capital  stock,  or   in  the  case  of   any  reorganization,
  reclassification,   consolidation,  merger,  or  sale  of  the  character
  referred  to  in  Paragraph 5(g) hereof, the stock or other securities or
  property provided for in said Paragraph.

       (a)  Stock Dividends; Subdivisions and Combinations.  In case at any
  time  the  Company  shall  (I)  pay  a dividend or make a distribution on
  Capital  Stock in Capital Stock, (ii) subdivide the outstanding shares of
  Capital  Stock  into  a  greater  number  of shares, or (iii) combine the
  outstanding  shares of Capital Stock into a smaller number of shares, the
  Exercise  Price  in  effect  immediately  prior thereto shall be adjusted
  proportionately  so  that the adjusted Exercise Price shall bear the same
  relation  to the Exercise Price in effect immediately prior to such event
  as  the  total  number of shares of Capital Stock outstanding immediately
  prior  to  such event shall bear to the total number of shares of Capital
  Stock  outstanding  immediately  after  such  event.   An adjustment made
  pursuant  to this Paragraph 5(a) shall become effective immediately after
  the  record  date  in  the  case  of a dividend or distribution and shall
  become  effective  immediately  after the effective date in the case of a
  subdivision or combination.

       (b)  Extraordinary Dividends and Distributions.  In case at any time
  the Company shall pay a dividend or make a distribution to all holders of
  Capital  Stock,  as  such,  of  shares  of  its stock (other than Capital
  Stock),  evidences  of  its  indebtedness, assets (excluding dividends or
  distributions  payable  in  cash  out  of earnings or earned surplus), or
  rights,  options,  or  warrants to subscribe for or purchase such shares,
  evidences of indebtedness, or assets, then in each such case the Exercise
  Price shall be adjusted so that the same shall equal the price determined
  by  multiplying  the  Exercise  Price  in effect immediately prior to the
  record  date  mentioned below by a fraction, the numerator of which shall
  be the total number of shares of Capital Stock outstanding on such record
  date   multiplied  by  the  market  price  per  share  of  Capital  Stock
  (determined  as  provided  in Paragraph 5(d) hereof) on such record date,
  less  the  fair market value (as determined in good faith by the Board of
  Directors of the Company) as of such record date of such shares of stock,
  evidences  of  indebtedness,  assets,  or rights, options, or warrants so
  paid  or  distributed,  and  the  denominator of which shall be the total
  number  of  shares  of  Capital  Stock  outstanding  on  such record date
  multiplied  by the market price per share of Capital Stock (determined as
  provided  in Paragraph 5(d) hereof) on such record date.  Such adjustment
<PAGE>
  shall be made whenever such dividend is paid or such distribution is made
  and  shall  become  effective  immediately  after the record date for the
  determination  of  shareholders  entitled  to  receive  such  dividend or
  distribution.

       (c)  Issuance  of  Capital Stock.  If and whenever the Company shall
  issue  or sell any shares of Capital Stock (the "Dilutive Capital Stock")
  for  a  consideration  per  share  less than the Exercise Price in effect
  immediately prior to the date of issuance or sale of the Dilutive Capital
  Stock,  the  Exercise  Price shall be adjusted to equal the consideration
  per share received by the Company for the Dilutive Capital Stock.  

       (d)  Computation   of   Market  Price.    For  the  purpose  of  any
  computation under Paragraph 5(b) hereof, the market price of the security
  in  question  on  any  day  shall be deemed to be the average of the last
  reported sale prices for the security for the 20 consecutive Trading Days
  (as defined below) commencing 20 Trading Days before the day in question.
  The  last reported sale price for each day shall be (I) the last reported
  sale  price  of  the  security  on the Nasdaq National Market, the Nasdaq
  Small  Cap Issuer Market or any similar system of automated dissemination
  of  quotations  of securities prices then in common use, if so quoted, or
  (ii) if not quoted as described in clause (I) above, the mean between the
  high  bid  and  low  asked quotations for the security as reported by the
  National  Quotation  Bureau, Inc. if at least two securities dealers have
  inserted  both  bid and asked quotations for such security on at least 10
  of  such  20 consecutive Trading Days, or (iii) if the security is listed
  or  admitted  for  trading  on any national securities exchange, the last
  sale  price,  or the closing bid price if no sale occurred, of such class
  of  security  on the principal securities exchange on which such class of
  security  is listed or admitted to trading.  If the security is quoted on
  a  national  securities  or central market system, in lieu of a market or
  quotation  system  described above, the last reported sale price shall be
  determined  in  the  manner  set  forth  in  clause (ii) of the preceding
  sentence if bid and asked quotations are reported but actual transactions
  are  not,  and  in  the manner set forth in clause (iii) of the preceding
  sentence  if actual transactions are reported.  If none of the conditions
  set  forth  above is met, the last reported sale price of the security on
  any  day  or the average of such last reported sale prices for any period
  shall  be  the  fair  market value of such security as determined, at the
  sole  expense  of  the  Company,  by  a member firm of the New York Stock
  Exchange mutually selected by the Company and the holder of this Warrant.
  If  the  fair  market  value  is  determined  pursuant to the immediately
  preceding  sentence,  such value shall continue to be used by the Company
  and  the  holder  for  all  purposes  of  this  Paragraph  5(d)  for  the
  immediately  succeeding 90-day period; provided, however, the use of such
  value  during such  90-day period  shall immediately  cease if either (I)
  the  market price of  such security  can  be  determined  in  the  manner
  contemplated  by the first three sentences of this Paragraph 5(d) or (ii)
  the Company is unable to provide the holder with an officer's certificate
  to the effect that there has been no change within the elapsed portion of
  such  90-day  period  in  the  condition  of  the  Company,  financial or
  otherwise,   that  would  materially  affect  the  market  value  of  the
  applicable  security.  The term "Trading Days", as used herein, means (I)
  if  the  security  is quoted on the Nasdaq National Market or any similar
  system  of  automated  dissemination  of quotations of securities prices,
  days  on which trades may be made on such system, or (ii) if the security
  is  listed  or  admitted for trading on any national securities exchange,
  days on which such national securities exchange is open for business.
<PAGE>
       (e)  Record Date Adjustments.  In any case in which this Paragraph 5
  requires  that  a  downward adjustment of the Exercise Price shall become
  effective  immediately  after a record date for an event, the Company may
  defer  until  the  occurrence  of such event (I) issuing to the holder of
  this  Warrant  exercised after such record date and before the occurrence
  of  such  event the additional Warrant Shares issuable upon such exercise
  by  reason  of  the  adjustment required by such event over and above the
  Warrant  Shares  issuable upon such exercise before giving effect to such
  adjustment and (ii) paying to such holder any amount in cash in lieu of a
  fractional share pursuant to Paragraph 5(h) hereof.

       (f)  Minimum  Adjustment  of  Exercise  Price.  No adjustment of the
  Exercise Price shall be made in an amount less than 0.25% of the Exercise
  Price  in  effect at the time such adjustment is otherwise required to be
  made,  but  any such lesser adjustment shall be carried forward and shall
  be  made  at  the  time  and together with the next subsequent adjustment
  which,  together with any adjustments so carried forward, shall amount to
  not  less  than  0.25%  of  such  Exercise Price; provided that, upon the
  exercise  of  this  Warrant,  all  adjustments  carried  forward  and not
  theretofore  made  up  to  and including the date of such exercise shall,
  with  respect to this Warrant then exercised, be made to the nearest .001
  of a cent.

       (g)  Reorganization,   Reclassification,   Consolidation,    Merger,
  or  Sale.    If  any  capital  reorganization  of  the  Company,  or  any
  reclassification  of the Capital Stock, or any consolidation or merger of
  the  Company  with  or into another corporation or entity, or any sale of
  all  or substantially all the assets of the Company, shall be effected in
  such  a way that the holders of Capital Stock (or any other securities of
  the  Company  then  issuable  upon the exercise of this Warrant) shall be
  entitled  to  receive  stock  or  other securities or property (including
  cash)  with  respect  to  or in  exchange  for  Capital  Stock  (or  such
  other  securities), then,  as  a  condition   of   such   reorganization,
  reclassification,  consolidation,  merger,  or  sale, lawful and adequate
  provision  shall  be  made  whereby  the  holder  of  this  Warrant shall
  thereafter have the right to purchase and receive upon the basis and upon
  the  terms  and  conditions specified  in this  Warrant,  and in  lieu of
  the  shares of Capital  Stock  (or  such  other  securities)  immediately
  theretofore  purchasable  and  receivable  upon the exercise hereof, such
  stock or other securities or property (including cash) as may be issuable
  or  payable  with  respect  to or in exchange for a number of outstanding
  shares of Capital Stock  (or such other  securities)  equal to the number
  of  shares of  Capital  Stock  (or  such  other  securities)  immediately
  theretofore purchasable and receivable upon the exercise of this Warrant,
  had such reorganization, reclassification, consolidation, merger, or sale
  not  taken  place.   In any such case appropriate provision shall be made
  with respect to the rights and interests of the holder of this Warrant to
  the  end  that  the provisions hereof (including, without limitation, the
  provisions  for  adjustments  of  the Exercise Price and of the number of
  Warrant  Shares  purchasable  upon  exercise  hereof) shall thereafter be
  applicable,  as  nearly as reasonably may be, in relation to the stock or
  other  securities  or  property  thereafter deliverable upon the exercise
  hereof  (including  an  immediate  adjustment of the Exercise Price if by
  reason  of  or in connection with such consolidation, merger, or sale any
  securities  are  issued  or  event  occurs  which  would, under the terms
  hereof,  require an adjustment of the Exercise Price).  In the event of a
  consolidation  or  merger of the Company with or into another corporation
<PAGE>
  or  entity  as  a result of which a greater or lesser number of shares of
  common  stock  of  the  surviving  corporation  or entity are issuable to
  holders  of  Capital  Stock in respect of the number of shares of Capital
  Stock outstanding immediately prior to such consolidation or merger, then
  the  Exercise  Price in effect immediately prior to such consolidation or
  merger  shall  be  adjusted  in  the  same  manner as though there were a
  subdivision  or  combination  of the outstanding shares of Capital Stock.
  The  Company  shall  not  effect  any such consolidation, merger, or sale
  unless  prior  to  or  simultaneously  with  the consummation thereof the
  successor  corporation  or  entity  (if other than the Company) resulting
  from such consolidation or merger or the corporation or entity purchasing
  such  assets  and  any other corporation or entity the shares of stock or
  other  securities  or  property  of which are receivable thereupon by the
  holder  of  this  Warrant  shall  expressly assume, by written instrument
  executed  and  delivered  (and satisfactory in form and substance) to the
  holder of this Warrant, (I) the obligation to deliver to such holder such
  stock  or  other  securities  or  property  as,  in  accordance  with the
  foregoing  provisions,  such  holder may be entitled to purchase and (ii)
  all other obligations of the Company hereunder.

       (h)  No  Fractional  Shares.   No fractional shares of Capital Stock
  are to be issued upon the exercise of this Warrant, but the Company shall
  pay  a  cash  adjustment  in  United  States  dollars  in  respect of any
  fractional  share which would otherwise be issuable in an amount equal to
  the  same  fraction  of  the  current  market value of a share of Capital
  Stock,  which  current market value shall be the last reported sale price
  (determined  as  provided  in  Paragraph  5(d) hereof) on the Trading Day
  immediately preceding the date of the exercise.  

       (i)  Notice  of  Adjustment.  Upon the occurrence of any event which
  requires any adjustment of the Exercise Price, then and in each such case
  the  Company  shall  give  notice  thereof to the holder of this Warrant,
  which   notice  shall  state  the  Exercise  Price  resulting  from  such
  adjustment and the increase or decrease, if any, in the number of Warrant
  Shares  purchasable  at  such  price  upon  exercise,  setting  forth  in
  reasonable detail the method of calculation and the facts upon which such
  calculation is based.

       (j)  Other Notices.  In case at any time:

                       (i)    the  Company  shall declare any dividend
                    upon  the Capital Stock payable in shares of stock
                    of  any  class  or  make  any  other  distribution
                    (including  dividends  or distributions payable in
                    cash) to the holders of the Capital Stock;

                      (ii)    the Company shall offer for subscription
                    pro  rata  to the holders of the Capital Stock any
                    additional  shares  of stock of any class or other
                    rights;
<PAGE>
                     (iii)    t h ere    shall    be    any    capital
                    reorganization of the Company, or reclassification
                    of  the  Capital Stock, or consolidation or merger
                    of  the Company with or into, or share exchange by
                    the  holders of the Capital Stock with, or sale of
                    all or substantially all the assets of the Company
                    to,  another  corporation  or  entity or any other
                    person; or

                      (iv)    there    shall   be   a   voluntary   or
                    involuntary     dissolution,    liquidation,    or
                    winding-up of the Company;

          then,  in each such case, the Company shall give to the holder of
          this  Warrant  (a)  notice  of the date on which the books of the
          Company  shall  close  or a record shall be taken for determining
          the  holders  of  Capital  Stock  entitled  to  receive  any such
          dividend, distribution, or subscription rights or for determining
          the  holders  of Capital Stock entitled to vote in respect of any
          such  reorganization,  reclassification,  consolidation,  merger,
          share exchange, sale, dissolution, liquidation, or winding-up and
          (b)  in  the  case  of any such reorganization, reclassification,
          consolidation,   merger,   share   exchange,  sale,  dissolution,
          liquidation,  or  winding-up, notice of the date (or, if not then
          known,  a  reasonable  approximation thereof by the Company) when
          the  same  shall  take place.  Such notice shall also specify the
          date  on  which the holders of Capital Stock shall be entitled to
          receive such dividend, distribution, or subscription rights or to
          exchange  their  Capital  Stock  for stock or other securities or
          property  deliverable upon such reorganization, reclassification,
          consolidation,   merger,   share   exchange,  sale,  dissolution,
          liquidation,  or  winding-up,  as  the  case may be.  Such notice
          shall  be  given at least 20 days prior to the record date or the
          date on which the Company's books are closed in respect thereto.

              (k)  Certain Events.  If any event occurs as to which, in the
          good faith judgment of the Board of Directors of the Company, the
          other  provisions of this Paragraph 5 are not strictly applicable
          or  if  strictly applicable would not fairly protect the exercise
          rights  of  the  holder  of  this  Warrant in accordance with the
          essential  intent  and  principles  of  such provisions, then the
          Board  of Directors of the Company and the holder of this Warrant
          shall,  at  the Company's expense, appoint a mutually agreed firm
          of  independent  public  accountants  of recognized United States
          national  standing  which  shall  give  their  opinion  upon  the
          adjustment,  if  any,  on  a basis consistent with such essential
          intent  and  principles, necessary to preserve, without dilution,
          the  rights  of the holder of this Warrant.  Upon receipt of such
          opinion,  the  Board  of Directors of the Company shall forthwith
          make  the  adjustments  described therein; provided, that no such
          adjustment shall have the effect of increasing the Exercise Price
          as otherwise determined pursuant to this Paragraph 5.
<PAGE>
              6.   Registration Rights.

              (a)  Right  to  Participate in Registrations.  If at any time
          the  Company proposes to register shares of its Capital Stock (as
          defined  in  Paragraph 5 hereof) under the Securities Act on Form
          S-1,  S-2, or S-3 (or any form which replaces or is substantially
          similar  to  such  form),  the  Company shall each such time give
          notice  of  such  proposed  registration  to  the  holder of this
          Warrant,  if this Warrant has not yet expired, and to all holders
          of  Warrant  Shares.  Subject to the terms and provisions of this
          Paragraph  6(a),  upon the request of any such holder made within
          20  days  after  the  receipt  of such notice by such holder, the
          Company shall cause all Warrant Shares that have been acquired by
          such holder pursuant to the exercise of this Warrant, all Warrant
          Shares  that  will  be  acquired  by  such holder pursuant to the
          exercise  of  this  Warrant  not  later than the day prior to the
          effectiveness  of the registration statement under the Securities
          Act,  and  any other shares of Capital Stock held by such holder,
          which  shares  such holder shall have requested to be included in
          the  proposed  registration  (the  "Registrable  Shares"),  to be
          included   as  "piggy-back"  shares  in  such  registration  (the
          "Piggyback  Registration")  to the extent requisite to permit the
          sale  or  other  disposition  by  such holder of such Registrable
          Shares.    In  the event the offering to be conducted pursuant to
          the  proposed  registration  is  to  be  an  underwritten  public
          offering, the registration rights provided in this Paragraph 6(a)
          shall  be  subject to the approval of the managing underwriter or
          underwriters  of such offering, who shall determine the number of
          Registrable  Shares,  if  any,  that  may  be  included  in  such
          registration without adversely affecting such offering; provided,
          however, any such reduction by the underwriter or underwriters in
          the  number  of shares of Capital Stock included in such offering
          shall  be  applied  and  borne pro rata among all participants in
          such offering other than the Company.

              (b)  Registration Procedures.  If and whenever the Company is
          required by the provisions of Paragraph 6(a) to cause Registrable
          Shares  to  be  included  in the  registration of  securities  of
          the  Company under the  Securities  Act,  the  Company  will,  as
          expeditiously as possible:

                   (A)  prepare  and file with the United States Securities
              and  Exchange  Commission  (the  "Commission") a registration
              statement   (the  "Registration  Statement")  covering   such
              Registrable  Shares  and  use  its  best efforts to cause the
              Registration  Statement  to  become  effective  and to remain
              effective  for  so  long  as  may  reasonably be necessary to
              complete  the  sale  or other disposition of such Registrable
              Shares,  provided  that the Company shall not  in  any  event
              be  required   to  use  its  best  efforts  to  maintain  the
              effectiveness  of  the Registration Statement for a period in
              excess of 180 days;

                   (B)   prepare   and   file   with  the  Commission  such
              amendments  and supplements to the Registration Statement and
              the  prospectus contained therein as may be necessary to keep
              the  Registration  Statement  effective,  and comply with the
              provisions of the Securities Act, with respect to the sale or
              other disposition of such Registrable Shares;
<PAGE>
                   (C)  furnish  to  each holder of such Registrable Shares
              such  numbers  of  copies  of the Registration Statement, the
              prospectus  contained  therein  (including  each  preliminary
              prospectus),   and  each  amendment  and  supplement  to  the
              Registration  Statement  and  such  prospectus, in conformity
              with  the  requirements of the Securities Act, and such other
              documents,  as such holder may reasonably request in order to
              facilitate  the sale or other disposition of such Registrable
              Shares;

                   (D)  use  reasonable efforts to register or qualify such
              Registrable  Shares for sale under the securities or blue sky
              laws  of  such  jurisdictions  as  the  holders  thereof  may
              request, and do any and all other acts and things that may be
              necessary  under  such  securities or blue sky laws to enable
              the holders of such Registrable Shares to consummate the sale
              or  other  disposition  of  such  Registrable  Shares in such
              jurisdictions,  provided  that  the   Company  shall  not  in
              any event be  required  to  keep  any  such  registration  or
              qualification  in  effect  after the expiration of the period
              during  which  the Company maintains the effectiveness of the
              Registration  Statement and shall not for any such purpose be
              required  to  qualify to do business as a foreign corporation
              in  any  jurisdiction  wherein  it  is not so qualified or to
              subject itself to taxation in any such jurisdiction; and

                   (E)  before   filing  the  Registration  Statement,  any
              prospectus  to  be used in connection with the offering to be
              conducted pursuant to such registration, or any amendments or
              supplements  to the Registration Statement or such prospectus
              with  the  Commission, furnish counsel to the holders of such
              Registrable Shares with copies of all such documents proposed
              to  be  filed,  which  shall  be  subject  to  the reasonable
              approval of such counsel.

              (c)  Required Information.  The Company shall not be required
          to  include  any Registrable Shares in a proposed registration of
          its  securities under the Securities Act unless and until (I) the
          holder  of  such Registrable Shares furnishes to the Company such
          information regarding such holder and such Registrable Shares and
          the  intended method of disposition of such Registrable Shares as
          the  Company  shall  reasonably  request  in order to satisfy the
          requirements  applicable  to  such  registration, and (ii) in the
          event of a Piggyback Registration that is part of an underwritten
          public   offering,  such  holder  agrees  to  the  terms  of  the
          underwriting  agreed  to between the  Company and the underwriter
          or underwriters of  such  offering  and  executes  all  documents
          reasonably required to effect such offering.

              (d)  Expenses of Registration.  In the event of the inclusion
          pursuant  to  Paragraph 6(a) of Registrable Shares in a Piggyback
          Registration  by  the  Company,  each  holder of such Registrable
          Shares  shall  pay  any  brokerage and underwriting discounts and
          commissions payable in respect of Registrable Shares sold on such
          holder's   behalf  and all fees and expenses of any attorneys and
          accountants  employed  by  such holder, and the Company shall pay
          any  and  all  other  fees  and expenses of any nature whatsoever
          incurred in connection with such Piggyback Registration.
<PAGE>
              (e)  Indemnification.  In connection with any registration of
          Registrable  Shares  pursuant to the provisions of this Paragraph
          6,  the  Company  shall indemnify and hold harmless the holder of
          such  Registrable  Shares  to the extent that companies generally
          indemnify  and  hold  harmless  underwriters  in  connection with
          public  offerings under the Securities Act, and such holder shall
          indemnify  and  hold  harmless  the  Company  to  the extent that
          selling   shareholders  generally  indemnify  and  hold  harmless
          issuers  of  securities in connection with public offerings under
          the  Securities  Act  with  respect  to  the  written information
          provided by such holder for use by the Company in the preparation
          of the Registration Statement.

              7.   Issue  Tax.    The  issuance of certificates for Warrant
          Shares  upon  the  exercise of this Warrant shall be made without
          charge  to  the  holder  of  this  Warrant or such shares for any
          issuance  tax in respect thereof, provided that the Company shall
          not be required to pay any tax which may be payable in respect of
          any  transfer  involved  in  the  issuance  and  delivery  of any
          certificate in a name other than the holder of this Warrant.

              8.   Availability of Information.  The Company will cooperate
          with  the  holder  of this Warrant and each holder of any Warrant
          Shares in supplying such information as may be necessary for such
          holder  to  complete  and  file  any  information reporting forms
          presently  or  hereafter  required by any governmental authority,
          including  the  Commission,  as  a  condition  to (I) the sale or
          transfer  of  this  Warrant  or  any  Warrant  Shares or (ii) the
          availability of an exemption from the Securities Act for the sale
          or  transfer  of this Warrant or any Warrant Shares.  The Company
          will  deliver  to the holder of this Warrant, promptly upon their
          becoming  available, copies of all financial statements, reports,
          notices, and proxy statements sent or made available generally by
          the  Company  to  its shareholders, and copies of all regular and
          periodic  reports,  if  any,  and all registration statements and
          prospectuses,  if  any,  filed by the Company with any securities
          exchange or governmental authority, including the Commission.

              9.   No Rights or Liabilities as a Shareholder.  This Warrant
          shall   not  entitle  the  holder  hereof  to  any  rights  as  a
          shareholder of the Company.  No provision of this Warrant, in the
          absence  of  affirmative  action by the holder hereof to purchase
          Warrant  Shares,  and no mere enumeration herein of the rights or
          privileges of the holder hereof, shall give rise to any liability
          of  such holder for the Exercise Price or as a shareholder of the
          Company,  whether such liability is asserted by the Company or by
          creditors of the Company.
<PAGE>
              10.  Transfer, Exchange, and Replacement of Warrant.

              (a)  Transfer of Warrant.  The holder of this Warrant may not
          assign,  transfer,  pledge,  hypothecate  or otherwise dispose of
          this  Warrant  or  any  of its rights hereunder without the prior
          written  consent  of the Company; provided, however, that (I) the
          holder  hereof  may assign or otherwise transfer this Warrant, in
          whole  or  in  part,  to  any  wholly  owned  subsidiary or other
          corporate  affiliate  of  the  holder  without the consent of the
          Company  and  (ii) if  the holder  hereof  merges or consolidates
          with or  into another  entity,  or  transfers  or  sells  all  or
          substantially  all of its assets to a third party, the holder may
          assign  this  Warrant  to the party which is the successor to its
          business  and  assets  without  the  consent of the Company.  Any
          permitted  transfer  of  this  Warrant,  in  whole or in part, is
          registrable  at  the offices or agency of the Company referred to
          in  Paragraph  10(e)  hereof by the holder hereof in person or by
          such  holder's  duly authorized attorney , upon surrender of this
          Warrant  properly endorsed.  In the event that the holder of this
          Warrant  determines  to  assign, transfer, pledge, hypothecate or
          otherwise dispose of this Warrant or any of its rights hereunder,
          it shall give the Company ten (10) days advance written notice of
          its intention so to do, identifying the other party or parties to
          such  proposed  assignment,  transfer,  pledge,  hypothecation or
          other  disposition  and  the  essential  terms  thereof.  No such
          assignment,  transfer, pledge, hypothecation or other disposition
          will  be  effective  as  to  the  Company,  nor shall the Company
          be  required to  honor any  such  assignment,  transfer,  pledge,
          hypothecation  or other disposition in the absence of the advance
          notice for which provision is made herein.

              (b)  Warrant  Exchangeable for Different Denominations.  This
          Warrant  is exchangeable, upon the surrender hereof by the holder
          hereof  at  the  offices  or  agency  of  the  Company   referred
          to in Paragraph 10(e) hereof, for  new  Warrants  of  like  tenor
          representing in the aggregate the right to purchase the number of
          shares of Capital Stock which may be purchased hereunder, each of
          such  new Warrants to represent the right to purchase such number
          of  shares  as  shall  be designated by said holder hereof at the
          time of such surrender.

              (c)  Replacement  of  Warrant.    Upon  receipt  of  evidence
          reasonably  satisfactory  to  the  Company  of  the  loss, theft,
          destruction,  or  mutilation  of this Warrant and, in the case of
          any  such  loss,  theft,  or  destruction,  upon  delivery  of an
          indemnity agreement reasonably satisfactory in form and amount to
          the  Company,  or,  in  the  case  of  any  such mutilation, upon
          surrender  and  cancellation of this Warrant, the Company, at its
          expense, will execute and deliver, in lieu thereof, a new Warrant
          of like tenor.

              (d)  Cancellation;  Payment  of Expenses.  Upon the surrender
          of  this  Warrant  in  connection with any transfer, exchange, or
          replacement  as provided in this Paragraph 10, this Warrant shall
          be  promptly  canceled by the Company.  The Company shall pay all
          taxes  (other  than  securities  transfer  taxes)  and  all other
          expenses  and charges payable in connection with the preparation,
          execution,  and  delivery  of Warrants pursuant to this Paragraph
          10.
<PAGE>
              (e)  Register.   The Company shall maintain, at its principal
          offices  in  the  Republic of Panama, the Republic of Costa Rica,
          and  St.  Marys,  West  Virginia, U.S.A. (or such other office or
          agency  of  the  Company  as  may  be mutually agreed upon by the
          Company  and  the holder hereof), a register for this Warrant, in
          which the Company shall record the name and address of the person
          in  whose  name this Warrant has been issued, as well as the name
          and  address  of  each  transferee  and  each prior owner of this
          Warrant.

              (f)  Exercise  or Transfer Without Registration.  Anything in
          this  Warrant to the contrary notwithstanding, if, at the time of
          the  surrender  of  this Warrant in connection with any exercise,
          transfer,  or exchange  of this Warrant,  this Warrant shall  not
          be registered under  the  Securities  Act  and  under  applicable
          securities  or  blue  sky laws of any state of the United States,
          the  Company  may  require,  as  a  condition  of  allowing  such
          exercise,   transfer,   or  exchange,  that  (I)  the  holder  or
          transferee  of  this  Warrant, as the case may be, furnish to the
          Company  a  written opinion of counsel, which opinion and counsel
          are reasonably acceptable to the Company, to the effect that such
          exercise,  transfer, or exchange may be made without registration
          under said Act and under such applicable state securities or blue
          sky laws and (ii) the holder or transferee execute and deliver to
          the Company an investment letter in form and substance reasonably
          acceptable to the Company.  The holder of this Warrant, by taking
          and  holding the same, represents to the Company that such holder
          is  acquiring  this Warrant for investment and not with a view to
          the distribution thereof.

              11.  N o tices.      All   notices,   requests,   and   other
          communications  required  or  permitted  to be given or delivered
          hereunder  to  the  holder  of  this  Warrant or to the holder of
          shares  acquired  upon  exercise  of  this  Warrant  shall  be in
          writing,  and  shall  be  personally delivered, sent by overnight
          delivery  service,  or  sent  by  facsimile transmission, to such
          holder  at  the address shown for such holder on the books of the
          Company  (which  address,  in  the  case  of  the  holder of this
          Warrant,  is  set forth on the signature page hereof), or at such
          other  address  as  shall  have  been furnished to the Company by
          notice  from  such  holder.    All  notices,  requests, and other
          communications  required  or  permitted  to be given or delivered
          hereunder  to  the  Company  shall  be  in  writing, and shall be
          personally  delivered  or  sent  by  overnight  delivery service,
          United  States  mail, or facsimile transmission, to the office of
          the  Company  at  P.O.  Box 730, St. Marys, West Virginia, U.S.A.
          26170,  Fax  no. (506) 671-1338, Attention: President, or at such
          other  address as shall have been furnished to the holder of this
          Warrant or to the holder of shares acquired upon exercise of this
          Warrant by notice from the Company.  Any such notice, request, or
          other  communication  sent  by  facsimile  transmission  shall be
          subsequently  confirmed by a writing personally delivered or sent
          by  overnight  delivery service or United States mail as provided
          above.    All  such  notices,  requests, and other communications
          shall  be deemed to have been given at the time of the receipt by
          the person entitled to receive such notice at the address of such
          person for purposes of this Paragraph 11.
<PAGE>
              12.  GOVERNING  LAW.    THIS WARRANT SHALL BE GOVERNED BY AND
          CONSTRUED  AND  ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
          OF  WEST  VIRGINIA  (WITHOUT  REFERENCE  TO THE CONFLICTS OF LAWS
          PRINCIPLES THEREOF).

              13.  Miscellaneous.

              (a)  Amendments.    This Warrant and any provision hereof may
          not  be  changed,  waived,  discharged, or terminated orally, but
          only  by  an  instrument  in  writing signed by the party (or any
          predecessor in interest thereof) against which enforcement of the
          same is sought.

              (b)  Descriptive  Headings.   The descriptive headings of the
          several  paragraphs  of this Warrant are inserted for purposes of
          reference  only, and shall not affect the meaning or construction
          of any of the provisions hereof.

              (c)  Successors  and  Assigns.  This Warrant shall be binding
          upon    any   entity   succeeding  to   the  Company  by  merger,
          consolidation,  or  acquisition  of  all or substantially all the
          Company's assets.

              (d)  Remedies.    The Company stipulates that the remedies at
          law  of the holder of this Warrant in the event of any default or
          threatened  default  by  the  Company  in  the  performance of or
          compliance with any of the terms of this Warrant are not and will
          not be adequate, and that such terms may be specifically enforced
          by  a  decree  for  the  specific  enforcement  of  any agreement
          contained  herein  or by an injunction against a violation of any
          of the terms hereof or otherwise.

              (e)  Survival.      All   representations,   covenants,   and
          agreements  made  by  the  Company  in  this  Warrant  or  in any
          certificate or other instrument delivered to the holder hereof by
          or  on behalf of the Company in connection with the execution and
          delivery  of this Warrant shall be considered to have been relied
          upon  by  the  holder  of  this  Warrant  and  shall  survive the
          execution,  delivery,  and performance of this Warrant regardless
          of any investigation made by the holder hereof.

              (f)  Closing of Books.  The Company will at no time close its
          transfer  books  against  the  transfer  of  this  Warrant or any
          Warrant  Shares or in any manner which interferes with the timely
          exercise of this Warrant.  

              (g)  Amendments to Terms of Warrant Shares.  The Company will
          not  amend  the  terms  of the Warrant Shares as set forth in the
          articles of incorporation of the Company as in effect on the date
          of  this  Warrant,  except  with the prior written consent of the
          holder of this Warrant.    
<PAGE>
              IN WITNESS WHEREOF, the Company has caused this Warrant to be
          signed by its  duly  authorized officer  effective as of the 23rd  
          day of November, 1998.


                                       ALOE AND HERBS INTERNATIONAL INC.



                                       By:    \s\ Bernard Tice          
                          
                                       Name:  Bernard Tice
                                       Title: President


          Address of Warrantholder:

          CARRINGTON LABORATORIES, INC.
          2001 Walnut Hill Lane
          Irving, Texas  75038
          Telephone:  (214) 518-1300
          Fax:  (214) 518-1020
          Attention:  President


<PAGE>
                           FORM OF EXERCISE AGREEMENT


                                        Dated:                             

          To:                 

               The undersigned, pursuant to the provisions set forth in the
          within  Warrant,  hereby  agrees to purchase            shares of
          Capital Stock covered by such Warrant, and makes payment herewith
          in  full therefor at the price per share provided by such Warrant
          in  cash, by wire transfer or by bank check in the amount of U.S.
          $               .  Please issue a certificate or certificates for
          such  shares of Capital Stock in the name of and pay any cash for
          any fractional share to:


                                Name:                              


                                Signature:                         
                                Title of Signing Officer or Agent (if any):

                                                                      


         Note:     The  above  signature  should correspond exactly with the
                   name  on  the face of the within Warrant or with the name
                   of the assignee appearing in the assignment form.

    and,  if  said  number  of  shares of Capital Stock shall not be all the
    shares  purchasable  under  the  within  Warrant, a new Warrant is to be
    issued  in  the  name  of  said  undersigned covering the balance of the
    shares purchasable thereunder less any fraction of a share paid in cash.

<PAGE>
                             FORM OF ASSIGNMENT

    FOR   VALUE  RECEIVED,  the  undersigned  hereby  sells,  assigns,  and
    transfers  all  the  rights of the undersigned under the within Warrant,
    with  respect  to  the number of shares of Capital Stock covered thereby
    set forth hereinbelow, to:


          Name of Assignee             Address             No. of Shares






    , and hereby irrevocably constitutes and appoints                       
    as agent and attorney-in-fact to transfer said Warrant on
    the books of the within-named corporation, with full power
    of substitution in the premises.


          Dated:                  


          In the presence of

                                  


                                 Name:                               


                                 Signature:                               
                                 Title of Signing Officer or Agent (if any):
                                 Address:                                 


         Note:  The  above  signature  should  correspond
                exactly  with the name on the face of the
                within Warrant.