EXHIBIT 10.2

                          PLACEMENT AGENT AGREEMENT


 This  Agreement  is  made  and  entered  into  by  and  between   Carrington
 Laboratories, Inc.,  a  Texas  corporation  (the  "Company")  and  Stonewall
 Securities, Inc., a Texas corporation (the "Placement Agent"), this  7th day
 of October 2005.

 WHEREAS, the Company desires  to engage in a  financing involving the  offer
 and sale (the "Offering") of unsecured subordinated notes (the "Notes")  and
 detachable warrants (the "Warrants") to purchase shares of common stock (the
 "Common Stock")of the Company (the "Securities");

 WHEREAS, the Company desires to engage the Placement Agent and the Placement
 Agent desires to accept such engagement, to sell the Securities;

 NOW, THEREFORE,  in consideration  for the  mutual promises  of the  parties
 herein, the Company and the Placement Agent hereby agree as follows:

 1.   Appointment as  Non-Exclusive Soliciting  Dealer:   The Company  hereby
 appoints the  Placement Agent  as a  non-exclusive Placement  Agent for  the
 purpose of selling the Securities pursuant to the terms described in "Manner
 of the Offering" below, and in  the term sheet, purchase agreement, form  of
 warrant, form of note  or other written offering  materials provided by  the
 Company to the Placement Agent and identified specifically for such use (the
 "Offering Materials").  The  Placement  Agent  shall  offer  and  sell  such
 Securities only directly  through its own  representatives and  only at  the
 price and  upon  the other  terms  and  conditions stated  in  the  Offering
 Materials.

 2.   Method of Subscription:

      a.   The Placement Agent and its representatives shall effect the  sale
 of Securities only through the use of the Offering Materials.  The full cash
 portion of the subscription price and  executed Offering Materials shall  be
 forwarded to the Company.

      b.   Before receiving a  subscription from any  offeree, the  Placement
 Agent, through its representatives, shall furnish the offeree a copy of  the
 Offering Materials and any supplemental  materials supplied by the  Company,
 if  any  ("Addendums")  and  shall  advise  the  offeree  that  he  has  the
 opportunity: (i) to ask questions of  and receive complete answers from  the
 Company concerning the offering, and (ii) to obtain any additional documents
 or information  which  the  Company may  possess  (or  can  acquire  without
 unreasonable effort or expense) as may be necessary or appropriate to verify
 the accuracy of the information referred to in the Offering Materials  or to
 evaluate the risks and merits of  investing in the Securities.  Neither  the
 Placement Agent nor  any of its  representatives is  authorized to  make any
 representation or furnish any information with respect to the Company or the
 offering,  other  than  the  representations  and  information  set forth in
 the  Offering  Materials  and  any  Addendums thereto  or in other documents
 furnished by the  Company  and  identified specifically  for such  use.  For
 example, neither the Placement Agent  nor its representatives shall make any
 representations whatsoever regarding projected revenues or a projected  rate
 of return to owners  of the Securities, other than to display the  financial
 information  set  forth  in  the Offering Materials.  If the Placement Agent
 or  any  of  its representatives  obtain  knowledge  that  any  unauthorized
 representation has been made, the Company shall be promptly informed of such
 occurrence.  No supplemental material of  any kind shall be used in  placing
 the Securities without the explicit prior written approval of the Company.

 3.   Manner of the Offering:   The Placement  Agent and its  representatives
 understand that the offering is  not being  registered under the  Securities
 Act of 1933, as amended (the "Act"),  in reliance upon the private  offering
 exemption provided under Sections 3(b) and 4(2) of the Act and Regulation D,
 Rules  501-502,  504  and  506  promulgated  thereunder.  In  addition,  the
 offering will either be qualified under applicable state securities laws  or
 made in reliance  upon exemptions from  such qualification and  registration
 requirements.  In  order to assure  that such exemptions  are available  and
 that applicable  qualification requirements  are adhered  to, the  following
 requirements shall be observed:

      a.   The Placement Agent and its representatives shall offer Securities
 only in accordance with the terms  and procedures set forth in the  Offering
 Materials and any Addendums  thereto.  The Offering  Materials shall not  be
 presented, and no offers will be made,  to any person unless and until:  (i)
 the Placement  Agent or  its representatives  believe, and  have  reasonable
 grounds for said belief,  that such person  meets the suitability  standards
 set forth in the Offering Materials and  is capable of bearing the risks  of
 investment  in  the  Securities;  and  (ii)  the  Placement  Agent  or   its
 representatives  shall  have   in  their   files  sufficient   documentation
 demonstrating that such person does in fact meet such suitability standards.

      b.   In addition, neither the  Placement Agent nor its  representatives
 shall make any offer or sale to any person in any state, unless the  Company
 and its counsel  have satisfied them  that: (i) such  offer or  sale may  be
 effected in such state; and  (ii) that such offer  or sale is in  compliance
 with existing state securities laws or regulations applicable to  non-public
 offerings in such state.

      c.   Neither the Placement Agent nor  any of its representatives  shall
 discuss the  offering  with any  person  or  show any  person  the  Offering
 Materials unless  and until  the requirements  set forth  in paragraph  3(a)
 above have been  met with respect  to such persons.  Neither  the  Placement
 Agent nor its representatives shall conduct or participate in any meeting in
 which the offering  is discussed which  is not attended  exclusively by  the
 Placement Agent's  representatives  or those  of  the Company  and  offerees
 meeting the requirements referred to above.

      d.   The Placement Agent and its representatives shall keep a record of
 each person who receives a copy of the Offering Materials and a list of  the
 Offering Materials supplied to each such offeree.  A copy of any  supplement
 or amendment to the Offering Materials shall be sent to each person who  has
 received a copy of  the Offering Materials.  Records shall  be kept  showing
 the name  of each  person who  receives a  copy of  any such  supplement  or
 amendment.  At  the conclusion  of the offering,  all unused  copies of  the
 Offering Materials, any  supplements or amendments  thereto except for  file
 copies, shall be returned to the Company.

      e.   Each person desiring  to purchase Securities  will be required  to
 complete and execute  the subscription  documents provided  in the  Offering
 Materials and  return same  to the  Placement Agent  together with  a  check
 payable to  the  Company  in  the  amount of  the  purchase  price  of  said
 Securities.  The Placement  Agent shall then  ascertain that each  signature
 page has been properly executed by the subscriber and shall then forward the
 subscription agreement along with the check to the Company.  Notwithstanding
 the foregoing, in the  event that the rules  or regulations of the  National
 Association of Securities Dealers, Inc. shall require funds received by  the
 Placement Agent in connection  with the Offering be  deposited in an  escrow
 account, the Company,  the Placement Agent  and an  escrow agent  reasonably
 acceptable to the Company and the Placement Agent shall enter into an escrow
 agreement upon terms  reasonably acceptable  to all  parties thereto,  which
 agreement shall specify the terms and conditions relating to the receipt and
 disbursement of funds  received by  the Placement  Agent or  the Company  in
 connection with the Offering.

      f.   The  Company  upon  receipt  of  the  aforementioned  subscription
 documents will determine as soon as  practicable (but in no event more  than
 thirty (30) days after receipt) whether  it will accept the subscriber as  a
 purchaser of the Securities, it being  understood that the Company  reserves
 the right to reject the subscription for any reason, in its sole discretion.
 Should the Company determine  to reject the  subscription, the Company  will
 promptly notify the Placement  Agent of such  determination and will  return
 the tendered subscription documents and issue  a check to the subscriber  in
 payment of the purchase price of the Securities directly to the subscriber.

      g.   The offering  shall terminate  on the  date on  which the  Company
 sends notice to the Placement Agent.

  4.  Representations and Warranties of Placement Agent:  The Placement Agent
 hereby represents and warrants to the Company as follows:

      a.   The Placement Agent is a member  in good standing, and during  the
 term of  this Agreement  will remain  a member  in good  standing, with  the
 National Association  of  Securities Dealers,  Inc.  ("NASD"), and  is,  and
 during the term of this Agreement will remain, registered as a broker-dealer
 with the Securities and Exchange Commission ("SEC").

      b.   The Placement Agent  is a  corporation duly  formed or  organized,
 validly existing  and in  good  standing under  its  state of  formation  or
 organization.  The Placement Agent is in good standing and duly qualified to
 do business in any state where such status is required and where it  intends
 to  offer  and sell  the  Securities.  This  Agreement is  duly  authorized,
 executed and  delivered  by  the  Placement Agent  and  is  binding  on  the
 Placement Agent.

      c.   The Placement Agent  will comply with  all rules, regulations  and
 other requirements of the SEC and the NASD  with respect to the sale of  the
 Securities.

      d.   The Placement Agent will not solicit any offer to buy or offer  to
 sell any Securities by means of any form of general solicitation or  general
 advertising, including, but not limited to, the following:

           (i)  any advertisement,  article,  notice or  other  communication
      published in any  newspaper, magazine  or similar  medium or  broadcast
      over television, radio, the world wide web or otherwise; and

           (ii) any seminar or meeting whose  attendees have been invited  by
      any general solicitation or general advertising.

      e.   The Placement Agent  will not  solicit any  offer to  buy from  or
 offer to sell to  any person any Securities  unless (i) the Placement  Agent
 has a  preexisting relationship  with such  person, and  (ii) the  Placement
 Agent has a reasonable belief that such person is an accredited investor (as
 such term is defined in Rule 501 of Regulation D of the Act).

      f.   The Placement Agent will at all  times comply with the  provisions
 of Rule 502(c) of Regulation D of the  Act in connection with the manner  of
 the offering of the Securities.

      g.   The Placement  Agent  will  timely assist  the  Company  with  the
 preparation of the notice  on Form D relating  to the Securities offered  or
 sold in the offering by timely providing certain information relating to the
 offering as reasonably requested by the Company.

      h.   The Placement  Agent  will,  in  the  performance  of  its  duties
 hereunder, comply in all material respects with all applicable  requirements
 under the Act, and all other  applicable state and federal securities  laws.
 The Placement Agent is Registered as a broker-dealer (1) to sell  securities
 under the Securities Exchange Act of 1934, as amended, and (2) in all states
 in which the Placement Agent will offer or sell the Securities.

      i.   The Placement Agent will  not undertake any  expense on behalf  of
 the Company, without the prior written consent of the Company.  Payment  for
 any other  expenses undertaken  by the  Placement Agent  is exclusively  the
 responsibility of the Placement Agent.

      j.   The Placement Agent will comply with terms set forth in "Manner of
 Offering" herein.

      k.   If at  any  time  when  Offering  Materials  are  required  to  be
 delivered, the Placement Agent  or its representatives  become aware of  any
 event, occurrence or fact  which, in their opinion,  may cause the  Offering
 Materials or any other offering material to contain an untrue statement of a
 material fact, or to fail to state  any material fact necessary to make  the
 statements therein, the Placement Agent or its representatives will promptly
 notify the Company of such  event, occurrence or fact,  in a manner so  that
 the Company  might prepare  an appropriate  supplement or  amendment to  the
 Offering Materials correcting such statement or omission.

      l.   Prior to providing Offering Materials to, or otherwise  discussing
 the Company  or  the  Securities with,  any  prospective  purchaser  of  the
 Securities, the Placement Agent  shall obtain and forward  to the Company  a
 Confidentiality Agreement,  in the  form  of the  Confidentiality  Agreement
 attached hereto as Exhibit A, executed by the prospective purchaser.

 5.   Representations and  Warranties  of  the Company:  The  Company  hereby
 represents and warrants to the Placement Agent that:

      a.   The Company is a corporation duly organized, validly existing  and
 in good  standing under  the laws  of the  State of  Texas, with  power  and
 authority to enter into  the agreements contemplated  by the offering.  This
 Agreement is duly authorized, executed and  delivered by the Company and  is
 binding on the Company.

      b.   To the best of the Company's knowledge, the Offering Materials and
 any Addendums (together  with any supplement  or amendment  thereto and  any
 documents included therewith or otherwise furnished  by the Company for  use
 in the offering)  do not contain any untrue statement of a material fact or,
 when read in conjunction  with the materials referred  to therein,  omit any
 material fact  required to  be included  therein or  necessary  to make  the
 statements therein not misleading.

      c.   The Company will furnish to the Placement Agent as many copies  as
 it  may  reasonably  request  of:  (i)  the Offering  Materials;  (ii)  this
 Agreement; (iii)  any Addendums  to the  Offering Materials  (including  any
 supplements or  amendments  thereto);  and (iv)  any  other  information  or
 material which the Placement Agent may reasonably request which the  Company
 may acquire without unreasonable effort in connection with the  contemplated
 offering.

      d.   If at  any  time  when  Offering  Materials  are  required  to  be
 delivered, any event occurs which, in  the opinion of either the Company  or
 the Placement Agent,  would cause the  Offering Materials  or any  Addendums
 (including any  supplements  or amendments  thereto)  to contain  an  untrue
 statement of  a  material  fact, or  to  fail  to state  any  material  fact
 necessary to make the statements therein,  the Company will promptly  notify
 the Placement  Agent and  will prepare  an amendment  or supplement  to  the
 Offering Materials correcting such statement or omission.

 6.   Indemnification/Contribution:

      a.   The Placement Agent shall indemnify and hold harmless the  Company
 against any losses, claims, damages, or liabilities to which the Company may
 become subject, insofar as such losses,  claims, damages or liabilities  (or
 actions in respect  thereof) arise  out of or  are based  upon the  material
 inaccuracy of any representation made by  the Placement Agent or any of  its
 representatives in this Agreement or in placing or attempting to procure the
 sale  of  Securities,  or  any  failure  by  the  Placement  Agent  or   its
 representatives to comply with this Agreement.

      b.   The Company shall indemnify and hold harmless the Placement  Agent
 against any losses, claims,  damages or liabilities to  which it may  become
 subject insofar as such losses, claims, damages or liabilities (or action in
 respect thereof) arise out of or  are based upon the material inaccuracy  of
 any representation made by the Company in this Agreement, any failure of the
 Company to comply with  this Agreement or any  untrue statement of  material
 fact made by the Company and contained in the Offering Materials.

      c.   Notwithstanding the above, no party shall be indemnified hereunder
 to the extent that any loss, claim, damage or liability for which such party
 would otherwise  be  indemnified hereunder  arises  out of  (i)  any  untrue
 statement or alleged untrue statement or  omission or alleged omission  made
 in reliance upon or in conformity with any written information furnished  by
 such party specifically for use in the  offering or (ii) any breach of  this
 Agreement by such party.  The  indemnities provided for in paragraphs 6a  or
 6b above shall extend to and inure to the benefit of any person  controlling
 the indemnified party.

      d.   Promptly upon receiving written notice of the commencement of  any
 action, an indemnified  party shall  notify the  other party  or parties  in
 writing of such commencement.  But the failure to so notify the indemnifying
 party shall not relieve  it from any  liability hereunder.   In case of  any
 such action, the indemnifying party shall be entitled to participate in  and
 to assume the defense thereof, with counsel satisfactory to the  indemnified
 party.  After  the indemnified  party shall  have received  notice from  the
 agreed counsel that  the defense  under such  action has  been assumed,  the
 indemnifying party shall not be responsible for any separate legal or  other
 expenses subsequently incurred by such indemnified party in connection  with
 the defense thereof.

      e.   In the event that the indemnification provided for in this section
 is held to be  unenforceable, the other provisions  of this Agreement  shall
 continue in full force  and effect and the  Company and the Placement  Agent
 shall contribute to  the aggregate losses,  claims, damages and  liabilities
 (including  the  costs  of  any  investigation,  legal  and  other  expenses
 incurred, and any amount paid in settlement of any action, suit,  proceeding
 or claims)  in  such  amounts  as a  court  of  competent  jurisdiction  may
 determine or (in the case  of settlement, in such  amounts as may be  agreed
 upon  by the parties).   No  person guilty  of fraudulent  misrepresentation
 (within  the meaning  of Section 11(f)  of  the Act)  shall be  entitled  to
 contribution  from any  person  who  is not  guilty  of  such  a  fraudulent
 misrepresentation.   For  purposes  of  this  subsection,  each  person  who
 controls the Company or the Placement Agent, as the case may be, shall  have
 the same rights to contribution as such party.  Any person or party entitled
 to contribution will, promptly  after receipt of  notice of commencement  of
 any action,  suit  or  proceeding against  such  party,  notify  such  other
 parties.  The failure to  so notify such person  or party shall not  relieve
 the person or party from any obligation hereunder.

 7.   Compensation:  The  Company shall  pay to  the Placement  Agent a  cash
 commission with respect to subscriptions received by the Company as to which
 the payments  and  deliveries  are  made equal  to  6.0%  of  the  aggregate
 principal amount  of  the Notes  issued  by  the Company  in  the  Offering.
 Notwithstanding the foregoing, the Company shall not be obligated to pay any
 commission to  the  Placement Agent,  unless  the subscription  and  payment
 received by  the  Company  resulted exclusively  from  the  efforts  of  the
 Placement Agent.  In  the event that the  aggregate principal amount of  the
 Notes issued by  the Company in  the Offering (for  which subscriptions  and
 payments received by the Company resulted from the exclusive efforts of  the
 Placement Agent) equals or exceeds $2,500,000, then the Company shall  issue
 to the Placement Agent Warrants to purchase 200,000 shares of the  Company's
 Common Stock.  The Warrants shall be exercisable, in whole or in part, at  a
 price of $5.00 at any time prior to their expiration.  If the closing  price
 of the Common Stock as reported on The NASDAQ National Market exceeds  $7.00
 per share  for 20  consecutive trading  days, the  Warrants are  mandatorily
 exercisable and must be exercised within 10 trading days after the twentieth
 day  that  the share  price is  above $7.00.  If  the  Warrants are  not  so
 exercised, they  shall be  forfeited.   The Warrants  will expire  upon  the
 fourth anniversary  of  the Notes.   The  compensation  payable  under  this
 section 7 shall be payable within thirty (30) days after the consummation of
 the Offering.

 8.   Miscellaneous Provisions:

      a.   Survival of Representations and  Covenants:  All  representations,
 covenants and agreements of the parties herein or in certificates  delivered
 pursuant hereto,  and the  indemnity and  contribution agreements  contained
 herein, shall survive the termination of this Agreement, the termination  of
 the offering and the delivery of the Securities.

      b.   Termination:  This  Agreement may  be terminated  by either  party
 upon five (5) days  prior written notice  to the other  party, or by  either
 party immediately in  the event  of a breach  by the  other party.   To  the
 extent that the Placement Agent  shall have earned all  or a portion of  the
 compensation described in section 7 of this Agreement and such  compensation
 shall be  payable  by the  Company  in accordance  with  the terms  of  this
 Agreement, such  obligation  to  pay said  compensation  shall  survive  the
 termination of this Agreement.

      c.   Purchase Advisor:   Neither  the Placement  Agent nor  any of  its
 representatives  or   affiliates   shall   act  as   a   purchaser   advisor
 (representative) in connection with the offering.

      d.   Notices:  All notices hereunder shall be in writing and mailed  or
 sent by telegraph, telex, facsimile or similar transmission and confirmed to
 the following addresses:

           (i) If directed to the Placement  Agent, at the address set  forth
 as follows:

           Attn: Mr. Sam Wilson
           Stonewall Securities, Inc.
           3617 Caruth Boulevard
           Dallas, TX  75225

           and,


           (ii) if directed to the Company to:

           Attn: Dr. Carlton Turner
           Carrington Laboratories, Inc.
           2001 Walnut Hill Lane
           Irving, Texas 75028


           with a copy to:

           Attn: Peter A. Lodwick
           Thompson & Knight, LLP
           1700 Pacific Ave, Suite 3300
           Dallas, TX  75201

      e.   Successors and Assigns:  This Agreement shall be binding upon  the
 Placement Agent and the Company and their respective successors and assigns.
 No purchaser of any  of the Securities from  or through the Placement  Agent
 shall be construed a successor or assign merely by reason of such purchase.

      f.   Integration:   This Agreement  contains the  entire  understanding
 between the  parties and  supersedes any  prior  written or  oral  agreement
 between them.

      g.   Amendment:  This Agreement may be amended only if the amendment is
 set forth in a writing signed by both parties.

      h.   No Assignment:  This  Agreement may not be  assigned by any  party
 hereto without the prior written consent of each party hereto.

      i.   Applicable Law;  Legal Expenses:  This Agreement shall be governed
 by  and  construed in accordance with the laws of the State of Texas without
 giving effect to the conflict of laws rules or choice of laws rules thereof.
 In  the  event  any  dispute  regarding  this  Agreement  arises between the
 parties, such  dispute  shall be  brought  in a  proper jurisdiction located
 within Dallas County, Texas.  In the event of  any  litigation  between  the
 parties  hereto arising out of, or pertaining to, the subject matter of this
 Agreement,  the prevailing  party shall be entitled to an award of costs and
 reasonable attorney's  fees  at  both  the  trial and appellate level to the
 extent same is authorized by law.

      j.   Counterparts:   This Agreement  may be  executed in  counterparts,
 each of which  will be deemed  an original but  all of  which together  will
 constitute one and the same document.


                           [Signature Page Follows]

<PAGE>

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


 CARRINGTON LABORATORIES, INC.           STONEWALL SECURITIES, INC.


 By:                                     By:
 -----------------------                 -----------------------
 Name: Carlton E. Turner                 Name: Sam Wilson
 Title: President and CEO                Title: President