EXHIBIT 10.3


                    AMENDMENT TO PLACEMENT AGENT AGREEMENT


           This Amendment ("Amendment") to the Placement Agent Agreement (the
 "Original Placement Agent Agreement"), made as of October 7, 2005, by and
 between Carrington Laboratories, Inc., a Texas corporation (the "Company"),
 and Stonewall Securities, Inc., a Texas corporation (the "Placement Agent"),
 is entered into this 8th day of November 2005.

           WHEREAS, Section 8(g) of the Original Placement Agent Agreement
 states that it may only be amended by a writing signed by both the Company
 and the Placement Agent; and

           WHEREAS, both the Company and the Placement Agent desire to amend
 the Original Placement Agent Agreement as set forth in this Amendment.

           NOW, THEREFORE, for due and valuable consideration and sufficiency
 of which is hereby acknowledged, the parties hereto hereby agree as follows:

           1. The Original Placement Agent Agreement is hereby amended by
 striking out Section 7 in its entirety and submitting, in lieu of such
 section, the following:

           "Compensation:  The Company shall pay to the Placement Agent or
 its designees 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 or its designees, 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 or its designees 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 which equals the greatest
 of (i) the closing bid price for shares of the Common Stock on the Nasdaq
 National Market as reported by Bloomberg Financial L.P. (the "Closing
 Price") for the trading day immediately preceding the execution and delivery
 of the Promissory Note and Warrant Purchase Agreement by and among the
 Company and the parties named therein on Schedule 1, as purchasers, entered
 into in connection with the Offering plus $0.75, (ii) the Market Price
 (defined below) plus $0.75 and (iii) $5.00.  If the Closing Price is greater
 than or equal to $10.00 per share for twenty (20) consecutive trading days,
 the Warrants are manditorily exercisable and must be exercised within ten
 (10) trading days after the twentieth day that the Closing Price is above
 $10.00.  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.

           "Market Price" means, for any date, the price determined by the
 first of the following clauses that applies: (a) if the Common Stock is then
 listed or quoted on the Nasdaq National Market, the New York Stock Exchange
 or the American Stock Exchange (each, a "Trading Market"), the daily volume
 weighted average price of the Common Stock for such date (or the nearest
 preceding date) on the Trading Market on which the Common Stock is then
 listed or quoted as reported by Bloomberg Financial L.P. (based on a trading
 day from 9:30 a.m. Eastern Time to 4:02 p.m. Eastern Time); (b) if the
 Common Stock is not then listed or quoted on a Trading Market and if prices
 for the Common Stock are then quoted on the OTC Bulletin Board, the volume
 weighted average price of the Common Stock for such date (or the nearest
 preceding date) on the OTC Bulletin Board; (c) if the Common Stock is not
 then listed or quoted on the OTC Bulletin Board and if prices for the Common
 Stock are then reported in the "Pink Sheets" published by the Pink Sheets,
 LLC (or a similar organization or agency succeeding to its functions of
 reporting prices), the most recent bid price per share of the Common Stock
 so reported; or (d) in all other cases, the fair market value of a share
 of Common Stock as determined by an independent appraiser selected in good
 faith by the Placement Agent and reasonably acceptable to the Company."

           2. Except as expressly set forth in this Amendment, all of the
 terms and provisions of the Original Placement Agent Agreement shall remain
 unmodified and in full force and effect, and the Original Placement Agent
 Agreement shall be read together and construed with the applicable sections
 of this Amendment.

           3. This Amendment may be executed in counterparts, each of which
 shall be deemed an original, but all of which shall together constitute one
 and the same instrument.

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


                               CARRINGTON LABORATORIES, INC.

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



                               STONEWALL SECURITIES, INC.

                               By:
                                  --------------------------
                                   Name:  Sam Wilson
                                   Title:  President