EXHIBIT 4.1



 THIS NOTE  HAS NOT  BEEN REGISTERED  UNDER THE  SECURITIES ACT  OF 1933,  AS
 AMENDED (THE "SECURITIES ACT"), OR ANY  STATE SECURITIES LAW AND MAY NOT  BE
 SOLD, TRANSFERRED  OR  OTHERWISE DISPOSED  OF  UNLESS REGISTERED  UNDER  THE
 SECURITIES ACT AND  UNDER APPLICABLE STATE  SECURITIES LAWS  OR THE  COMPANY
 SHALL HAVE RECEIVED  AN OPINION OF  COUNSEL THAT REGISTRATION  OF THIS  NOTE
 UNDER THE  SECURITIES  ACT AND  UNDER  THE PROVISIONS  OF  APPLICABLE  STATE
 SECURITIES LAWS IS NOT REQUIRED.

 THIS NOTE  SUBJECT TO  CERTAIN RESTRICTIONS  ON  TRANSFER CONTAINED  IN  THE
 PURCHASE AGREEMENT (AS DEFINED BELOW). A COPY OF SUCH PURCHASE AGREEMENT AND
 ALL APPLICABLE AMENDMENTS THERETO  WILL BE FURNISHED BY  THE COMPANY TO  THE
 HOLDER HEREOF WITHOUT  CHARGE UPON  WRITTEN REQUEST  TO THE  COMPANY AT  ITS
 PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

 THIS  NOTE  AND  THE  INDEBTEDNESS  OF  THE  COMPANY  EVIDENCED  HEREBY  ARE
 SUBORDINATE TO THE PAYMENT OF CERTAIN OTHER INDEBTEDNESS OF THE COMPANY,  AS
 MORE PARTICULARLY DESCRIBED HEREIN.


                        CARRINGTON LABORATORIES, INC.

                      6.0% SUBORDINATED PROMISSORY NOTE

 U.S. $[___________]                                     IRVING, TEXAS
                                                         NO.: PN-2005-
                                                         November 18, 2005

      FOR VALUE RECEIVED, the undersigned, Carrington Laboratories, Inc., a
 Texas corporation (the "Company"), hereby promises to pay to the order of
 [_______________] or any future holder of this subordinated promissory note
 (the "Payee"), at the address of the Payee set forth herein, or at such
 other place as the Payee may designate in writing to the Company, the
 principal sum of up to [____________] Dollars (U.S. $[____________]), or
 such other amount as may be outstanding hereunder, together with all accrued
 but unpaid interest, in such coin or currency of the United States of
 America as at the time shall be legal tender for the payment of public
 and private debts and in immediately available funds, as provided herein.

      This 6.0% Subordinated Promissory Note (this "Note") is one of a series
 of 6.0% Subordinated Promissory Notes issued by the Company in the aggregate
 amount of $5,000,000 pursuant to the terms and provisions of that certain
 Promissory Note and Warrant Purchase Agreement dated as of the date hereof
 (the "Purchase Agreement") among the Company, the Payee, and the other
 purchasers party thereto.

      1. Principal And Interest Payments.

           (a) The Company shall repay in full the entire principal balance
 then outstanding under this Note on the first to occur (the "Maturity Date")
 of: (i) the Payment Date, or (ii) the acceleration of the unpaid principal
 balance of this Note pursuant to the provisions hereof.  As used herein, (a)
 "Payment Date" means the first to occur of: (i) November 18, 2009, or (ii)
 the tenth Business Day (defined below) after the full exercise by Payee of
 its Series A Warrant (as defined in the Purchase Agreement) issued to Payee
 on the date hereof; and (b) "Business Day" means any day except Saturday,
 Sunday and any day which shall be a federal legal holiday or a day on which
 banking institutions in the State of Texas are authorized or required by law
 or other governmental action to close

           (b) Interest on the outstanding principal balance of this Note
 shall accrue at a rate of six percent (6%) per annum, compounded quarterly.
 Interest on the outstanding principal balance of this Note shall be computed
 on the basis of the actual number of days elapsed (including the first day,
 but excluding the last) and a year of three hundred sixty (360) days and
 shall be payable quarterly within ten (10) calendar days from the end of
 each calendar quarter.

           (c) At the Company's sole option, the Company may prepay, in whole
 or in part, the outstanding principal balance of this Note, plus all accrued
 and unpaid interest on the amount so prepaid, at any time and from time to
 time, in each case without premium or penalty.

      2. Non-Business Days. Whenever any payment to be made under this Note
 shall be due on a day that is not a Business Day, such payment shall be due
 on the next succeeding Business Day and such next succeeding day shall be
 included in the calculation of the amount of accrued interest payable on
 such date.

      3. Events Of Default. The occurrence of any of the following events
 shall be an "Event of Default" under this Note:

           (a) the Company fails to pay any principal or interest under this
 Note when due and payable and such failure is not remedied within ten (10)
 Business Days thereafter; or

           (b) the Company (i) fails to duly pay any indebtedness in excess
 of $2,000,000 constituting principal or interest owed by it with respect
 to borrowed money or money otherwise owed under any note, bond, or similar
 instrument, or (ii) otherwise breaches or defaults in the performance of any
 agreement or instrument by which any such indebtedness is issued, evidenced,
 governed, or secured, and, in each case, (1) any such failure, breach or
 default results in the acceleration of such indebtedness, and (2) such
 indebtedness has not been discharged in full or such acceleration has not
 been stayed, rescinded or annulled within five (5) Business Days of such
 acceleration; or

           (c) the Company shall (i) apply for or consent to the appointment
 of, or the taking of possession by, a receiver, custodian, trustee or
 liquidator of itself or of all or a substantial part of its property or
 assets, (ii) make a general assignment for the benefit of its creditors,
 (iii) commence a voluntary case under the United States Bankruptcy Code
 (the "Bankruptcy Code") or under the comparable laws of any jurisdiction
 (foreign or domestic), (iv) file a petition seeking to take advantage of
 any bankruptcy, insolvency, moratorium, reorganization or other similar law
 affecting the enforcement of creditors' rights generally, (v) acquiesce in
 writing to any petition filed against it in an involuntary case under the
 Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or
 domestic), or (vi) take any action under the laws of any jurisdiction
 (foreign or domestic) analogous to any of the foregoing; or

           (d) a proceeding or case shall be commenced in respect of the
 Company or any of its subsidiaries without its application or consent,
 in any court of competent jurisdiction, seeking (i) the liquidation,
 reorganization, moratorium, dissolution, winding up, or composition or
 readjustment of its debts, (ii) the appointment of a trustee, receiver,
 custodian, liquidator or the like of it or of all or any substantial part of
 its assets or (iii) similar relief in respect of it under any law providing
 for the relief of debtors, and such proceeding or case described in clause
 (i), (ii) or (iii) shall continue undismissed, or unstayed and in effect,
 for a period of sixty (60) consecutive days or any order for relief shall
 be entered in an involuntary case under the Bankruptcy Code or under the
 comparable laws of any jurisdiction (foreign or domestic) against the
 Company or any of its subsidiaries or action under the laws of any
 jurisdiction (foreign or domestic) analogous to any of the foregoing shall
 be taken with respect to the Company or any of its subsidiaries and shall
 continue undismissed, or unstayed and in effect for a period of sixty (60)
 consecutive days; or

           (e) the suspension from listing or the failure of the Company's
 common stock, $0.01 par value per share, to be listed on any of the OTC
 Bulletin Board, American Stock Exchange, Nasdaq National Market or Nasdaq
 SmallCap Market for a period of five (5) consecutive trading days.

      4. Remedies Upon An Event Of Default.  If an Event of Default shall
 have occurred and shall be continuing, the Payee of this Note may at any
 time at its option, declare the entire unpaid principal balance of this
 Note, together with all interest accrued hereon, due and payable, and
 thereupon, the same shall be accelerated and so due and payable.  This
 remedy shall not be exclusive of any other remedy referred to herein or
 now or hereafter available at law, in equity, by statute or otherwise.

      5. Replacement.  Upon receipt of a duly executed, notarized and
 unsecured written statement from the Payee with respect to the loss, theft
 or destruction of this Note (or any replacement hereof) and upon receipt of
 a written agreement of indemnification reasonably acceptable to the Company
 signed by the Payee (or holder at the time thereof) or, in the case of a
 mutilation of this Note, upon surrender and cancellation of such Note, the
 Company shall issue a new Note, of like tenor and amount, in lieu of such
 lost, stolen, destroyed or mutilated Note.

      6. Parties In Interest, Transferability.  This Note shall be binding
 upon the Company and its successors and permitted assigns and the terms
 hereof shall inure to the benefit of the Payee and its successors and
 assigns. This Note may be transferred or sold, subject to the provisions of
 Section 14 of this Note or as otherwise provided in the Purchase Agreement,
 or pledged, hypothecated or otherwise granted as security by the Payee.

      7. Amendments.  This Note may not be modified or amended in any manner
 except in writing executed by the Company and the Payee.

      8. Notices. Any notice, demand, request, waiver or other communication
 required or permitted to be given hereunder shall be in writing and shall
 be effective (a) upon hand delivery by telecopy or facsimile at the address
 or number designated below (if delivered on a Business Day during normal
 business hours where such notice is to be received), or the first Business
 Day following such delivery (if delivered other than on a Business Day
 during normal business hours where such notice is to be received) or (b)
 on the second Business Day following the date of mailing by express courier
 service, fully prepaid, addressed to such address, or upon actual receipt
 of such mailing, whichever shall first occur. The Company will give written
 notice to the Payee at least twenty (20) days prior to the date on which
 dissolution, liquidation or winding-up will take place and in no event shall
 such notice be provided to the Payee prior to such information being made
 known to the public. Notices to the Payee shall be made to the address set
 forth in the Purchase Agreement. Notices to the Company shall be made to the
 following:

 Address of the Company:  Carrington Laboratories, Inc.
                          2001 Walnut Hill Lane
                          Irving, Texas 75038
                          Attention: Chief Financial Officer
                          Tel. No.: (972) 518-1300
                          Fax No.: (972) 518-1020

         with a copy to:  Patterson Belknap Webb & Tyler LLP
                          1133 Avenue of the Americas
                          New York, New York 10036
                          Attention:  Peter J. Schaeffer
                          Tel. No.: (212) 336-2313
                          Fax No.: (212) 336-2222

      9. Governing Law. This Note shall be governed by and construed in
 accordance with the internal laws of the State of Texas, without giving
 effect to the choice of law provisions. This Note shall not be interpreted
 or construed with any presumption against the party causing this Note to be
 drafted.

      10. Headings. Article and section headings in this Note are included
 herein for purposes of convenience of reference only and shall not
 constitute a part of this Note for any other purpose.

      11. Remedies & Characterizations. The remedies provided in this Note
 shall be cumulative and in addition to all other remedies available under
 this Note, at law or in equity (including, without limitation, a decree of
 specific performance and/or other injunctive relief), no remedy contained
 herein shall be deemed a waiver of compliance with the provisions giving
 rise to such remedy and nothing herein shall limit a Payee's right to pursue
 actual damages for any failure by the Company to comply with the terms of
 this Note.

      12. Failure or Indulgence Not Waiver.  No failure or delay on the part
 of the Payee in the exercise of any power, right or privilege hereunder
 shall operate as a waiver thereof, nor shall any single or partial exercise
 of any such power, right or privilege preclude other or further exercise
 thereof or of any other right, power or privilege.

      13. Enforcement Expenses. The Company agrees to pay all reasonable
 costs and expenses of enforcement of this Note, including, without
 limitation, reasonable attorneys' fees and expenses.

      14. Compliance With Securities Laws. The Payee of this Note
 acknowledges that this Note is being acquired solely for the Payee's own
 account and not as a nominee for any other party, and for investment, and
 that the Payee shall not offer, sell or otherwise dispose of this Note other
 than in compliance with the laws of the United States of America and the
 rules of the Securities and Exchange Commission.  This Note and any Note
 issued in substitution or replacement therefore shall be stamped or
 imprinted with a legend in substantially the following form:

                "THIS  NOTE  HAS  NOT  BEEN  REGISTERED  UNDER  THE
                SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                ACT"), OR ANY STATE SECURITIES  LAW AND MAY NOT  BE
                SOLD, TRANSFERRED OR  OTHERWISE DISPOSED OF  UNLESS
                REGISTERED  UNDER  THE  SECURITIES  ACT  AND  UNDER
                APPLICABLE STATE  SECURITIES  LAWS OR  THE  COMPANY
                SHALL HAVE  RECEIVED  AN OPINION  OF  COUNSEL  THAT
                REGISTRATION OF THIS NOTE UNDER THE SECURITIES  ACT
                AND  UNDER  THE  PROVISIONS  OF  APPLICABLE   STATE
                SECURITIES LAWS IS NOT REQUIRED."

      15. Severability. The provisions of this Note are severable, and if any
 provision shall be held invalid or unenforceable in whole or in part in any
 jurisdiction, then such invalidity or unenforceability shall not in any
 manner affect such provision in any other jurisdiction or any other
 provision of this Note in any jurisdiction.

      16. Consent To Jurisdiction. Each of the Company and the Payee, by its
 acceptance hereof, (i) hereby irrevocably submits to the jurisdiction of the
 United States District Court sitting in the Northern District of Texas and
 the courts of the State of Texas located in Dallas county for the purposes
 of any suit, action or proceeding arising out of or relating to this Note
 and (ii) hereby waives, and agrees not to assert in any such suit, action or
 proceeding, any claim that it is not personally subject to the jurisdiction
 of such court, that the suit, action or proceeding is brought in an
 inconvenient forum or that the venue of the suit, action or proceeding
 is improper.  Each of the Company and the Payee consents to process being
 served in any such suit, action or proceeding by mailing a copy thereof to
 such party at the address set forth in Section 8 hereof and agrees that such
 service shall constitute good and sufficient service of process and notice
 thereof. Nothing in this Section 16 shall affect or limit any right to serve
 process in any other manner permitted by law.

      17. Waivers.

           (a) Except as otherwise specifically provided herein, the Company
 hereby expressly, irrevocably and unconditionally waives presentment,
 demand, notice of nonpayment, protest and all other demands and notices in
 connection with the delivery, acceptance, performance and enforcement of
 this Note.

           (b) EACH OF THE COMPANY AND THE PAYEE, BY ITS ACCEPTANCE HEREOF,
 HEREBY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A
 "QUALIFIED COMMERCIAL LOAN", AS DEFINED IN CHAPTER 306 OF THE TEXAS FINANCE
 CODE, AS AMENDED (THE "TEXAS FINANCE CODE").


      18. Limitation on Interest.  The Company and Payee, by its acceptance
 hereof, intend to contract in strict compliance with applicable usury law
 from time to time in effect.  In furtherance thereof such persons stipulate
 and agree that none of the terms and provisions contained in this Note, the
 Purchase Agreement, or any other documents or agreements executed in
 connection with the transactions contemplated hereunder or thereunder
 (collectively, the "Transaction Documents") shall ever be construed to
 create a contract to pay, for the use, forbearance or detention of money,
 interest in excess of the maximum amount of interest permitted to be charged
 by applicable law from time to time in effect.  Neither the Company nor any
 present or future guarantors, endorsers, or other persons hereafter becoming
 liable for payment of any obligation under any Transaction Document shall
 ever be liable for unearned interest thereon or shall ever be required to
 pay interest thereon in excess of the maximum amount that may be lawfully
 contracted for, charged, or received under applicable law from time to time
 in effect, and the provisions of this section shall control over all other
 provisions of the Transaction Documents that may be in conflict or apparent
 conflict herewith.  Payee expressly disavows any intention to contract for,
 charge, or collect excessive unearned interest or finance charges in the
 event the maturity of any obligation under any Transaction Document is
 accelerated.  If (a) the maturity of any obligation under any Transaction
 Document is accelerated for any reason, (b) any such obligation is prepaid
 and as a result any amounts held to constitute interest are determined to be
 in excess of the legal maximum, or (c) Payee or any other holder of any or
 all of such obligations shall otherwise collect moneys that are determined
 to constitute interest that would otherwise increase the interest on any or
 all of such obligation to an amount in excess of that permitted to be
 charged by applicable law then in effect, then all sums determined to
 constitute interest in excess of such legal limit shall, without penalty,
 be promptly applied to reduce the then outstanding principal of the related
 obligation or, at Payee's or such holder's option, promptly returned to
 the Company or the other payor thereof upon such determination.  In
 determining whether or not the interest paid or payable, under any specific
 circumstance, exceeds the maximum amount permitted under applicable law,
 Payee and the Company (and any other payors thereof) shall to the greatest
 extent permitted under applicable law, (i) characterize any non-principal
 payment as an expense, fee or premium rather than as interest, (ii) exclude
 voluntary prepayments and the effects thereof, and (iii) amortize, prorate,
 allocate, and spread the total amount of interest throughout the entire
 contemplated term of the instruments evidencing the applicable obligation in
 accordance with the amounts outstanding from time to time thereunder and the
 maximum legal rate of interest from time to time in effect under applicable
 law in order to lawfully contract for, charge, or receive the maximum amount
 of interest permitted under applicable law.  In the event applicable law
 provides for an interest ceiling under Chapter 303 of the Texas Finance
 Code, for that day, the ceiling shall be the "weekly ceiling" as defined in
 the Texas Finance Code, provided that if any applicable law permits greater
 interest, the law permitting the greatest interest shall apply.  As used in
 this section the term "applicable law" means the laws of the State of Texas
 or the laws of the United States of America, whichever laws allow the
 greater interest, as such laws now exist or may be changed or amended or
 come into effect in the future.

      19. Acknowledgment of Security Interest and Subordination. To the
 extent and in the manner provided herein, the Company covenants and agrees,
 and the Payee by accepting this Note agrees, as follows:

           (a) This Note and the payment and enforcement hereof are expressly
 and in all respects, subordinate and junior and inferior to the Senior
 Indebtedness and the payment and enforcement thereof.  As used herein,
 "Senior Indebtedness" of the Company means all liabilities, indebtedness
 and other obligations of the Company arising under the Comerica Credit
 Documents, the Bancredito Indebtedness and any other indebtedness that,
 by its terms, is senior in rights of payment to this Note, whether now
 existing or hereafter arising, including without limitation any renewals,
 modifications or increases thereof; and "Comerica Credit Documents" means
 the Credit Agreement between Company and Comerica Bank, dated September 1,
 2002, as amended from time to time (the "Comerica Credit Agreement"), and
 all other agreements from time to time executed by Company and evidencing or
 securing any liabilities or other obligations of Company to Comerica Bank,
 whether relating to the Comerica Credit Agreement, or otherwise during the
 term of the that Subordination Agreement between Comerica Bank and the
 Payee; and "Bancredito Indebtedness" means  the Bancredito Note dated
 March 2003 and the Bancredito Note dated September 2004 (collectively, the
 "Bancredito Notes" and, together with the Conmerica Credit Documents, the
 "Credit Documents").

           (b) Upon any payment or distribution of the assets of the Company
 upon a total or partial liquidation, dissolution or winding up of the
 Company or in a bankruptcy, reorganization, insolvency, receivership or
 similar proceeding relating to the Company or its property (each such event,
 if any, herein sometimes referred to as a "Proceeding"):

                (i) holders of Senior Indebtedness of the Company shall be
      entitled to receive payment in full in cash of such Senior Indebtedness
      before the Payee is entitled to receive any payment of principal of, or
      premium, if any, or interest on this Note; and

                (ii) until the Senior Indebtedness of the Company (and all
      debt securities issued in replacement of or exchange for such Senior
      Indebtedness) is paid in full in cash, any distribution made by or on
      behalf of the Company to which the Payee would be entitled but for this
      paragraph shall be made to holders of Senior Indebtedness of the
      Company as their interests may appear.

      For purposes of this paragraph "paid in full" or "payment in full", as
 used with respect to Senior Indebtedness of the Company, means the receipt
 of cash in payment of the principal amount of such Senior Indebtedness and
 premium, if any, on and interest thereon (including any interest thereon
 accruing after the commencement of any Proceeding) to the date of such
 payment.

           (c) Notwithstanding anything to the contrary in this Note, prior
 to the Subordination Termination Date, the Payee shall not accept, receive
 or collect (by set-off or other manner) any payment or distribution on
 account of, or ask for, demand or accelerate, directly or indirectly, this
 Note, and the Company shall not make any such payment; except that so long
 as (i) no "Default" or "Event of Default" (as such terms are defined in any
 of the Credit Documents) has occurred and is continuing under such Credit
 Documents, and (ii) no such Default or Event of Default will occur as a
 result of such payment, the Company may make, in accordance with the terms
 of this Note, and the Payee shall be entitled to accept, scheduled payments
 of principal and interest to the Payee.  As used herein, "Subordination
 Termination Date" means the date after the date hereof on which all Senior
 Indebtedness has been paid in cash and satisfied in full and the lenders
 under the Credit Documents have no outstanding commitment (whether or not
 conditioned on the satisfaction of any condition precedent) to lend money or
 otherwise extend credit to the Company under the Credit Documents.

           (d) If a payment or distribution is made to the Payee that because
 of this paragraph should not have been made to the Payee, the Payee shall
 hold it in trust for holders of Senior Indebtedness of the Company and pay
 it over to them as their interests may appear.  As intended beneficiaries
 of the subordination provisions of this Note, any holder of any Senior
 Indebtedness can enforce such provisions directly, in its own name, against
 Payee.

           (e) Prior to the Subordination Termination Date, the Payee shall
 not accelerate or collect or attempt to collect any part of this Note -
 whether through the commencement or joinder of an action or proceeding
 (judicial or otherwise) or a Proceeding, the enforcement of any rights
 against any property of the Company (including any such enforcement by
 foreclosure, repossession or sequestration proceedings), or otherwise -
 without the prior written consent of the holders of the Senior Indebtedness.

           (f) No payment or distribution to the holders of Senior
 Indebtedness pursuant to the provisions of this Note shall entitle the
 Payee to exercise any rights of subrogation in respect thereof prior to the
 Subordination Termination Date, and until such time the Payee shall not have
 any right of subrogation to such holders of Senior Indebtedness on account
 of this Note.  After the Subordination Termination Date, and provided that
 no payments received by the holders of Senior Indebtedness are voidable or
 must otherwise be returned, the Payee shall be subrogated to the rights of
 such holders of Senior Indebtedness to receive distributions applicable to
 Senior Indebtedness to the extent that distributions otherwise payable to
 the Payee have been applied to the payment of the Senior Indebtedness.

           (g) In the event of any conflict between the terms of this Note
 and any written subordination agreement between Payee and a holder of any
 Senior Indebtedness, the terms of such written subordination agreement will
 control.

 THIS NOTE, THE PURCHASE AGREEMENT, AND  THE OTHER TRANSACTION DOCUMENTS  (AS
 DEFINED IN THE PURCHAE AGREEMENT) REPRESENT THE FINAL AGREEMENT BETWEEN  THE
 PARTIES AND MAY NOT BE CONTRADICTED  BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS,
 OR SUBSEQUENT ORAL AGREEMENTS OF THE  PARTIES.  THERE ARE NO UNWRITTEN  ORAL
 AGREEMENTS BETWEEN THE PARTIES.


<PAGE>

      IN WITNESS WHEREOF, the Company has executed and delivered this
 Promissory Note as of the date first written above.

                                    CARRINGTON LABORATORIES, INC.


                                    By:
                                           ----------------------
                                    Name:
                                           ----------------------
                                    Title:
                                           ----------------------