CARRINGTON LABORATORIES INC /TX/
FIRST AMENDMENT TO CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>exh10-1.txt
<DESCRIPTION>FIRST AMENDMENT TO CREDIT AGREEMENT
<TEXT>

                                                                 EXHIBIT 10.1


      COMERICA       First Amendment to Credit Agreement

 ----------------------------------------------------------------------------

 This First Amendment to Credit  Agreement ("Agreement") is made,  delivered,
 and effective as of  July 3, 2003, by  and between CARRINGTON  LABORATORIES,
 INC., a Texas corporation ("Borrower"), CARALOE, INC., a Texas  corporation,
 DELSITE BIOTECHNOLOGIES, INC.,  a Delaware  (collectively, "Guarantors"  and
 each a "Guarantor') and COMERICA BANK-TEXAS ("Bank").

 WHEREAS, on September 1, 2002, Borrower  and Bank entered into that  certain
 Credit Agreement  (the  "Credit  Agreement") whereby,  upon  the  terms  and
 conditions stated therein, Bank agreed to make various loans to borrower  to
 be used by the Borrower for the purposes set forth in the Agreement; and

 WHEREAS, the loans are guaranteed by  that certain Guaranty Agreement  dated
 October 1,  2000  executed  by  Caraloe,  Inc.  and  that  certain  Guaranty
 Agreement dated September 1, 2002 executed by Delsite Biotechnologies,  Inc.
 (collectively the "Guaranties" and each a "Guaranty"); and

 WHEREAS, the Borrower, Guarantors and Bank mutually desire to amend  certain
 aspects of the Credit Agreement:

 NOW, THEREFORE, in  consideration of the  premises and  the mutual  promises
 contained In this Agreement, Borrower Guarantors and Bank agree as follows:

 1. As of the Effective Date, section  4.4 of the  Credit Agreement shall  be
    amended and the following shall apply:

      "Financial Covenants. Maintain all financial covenants set, forth below
      (for purposes of  the financial covenants  definitions for  capitalized
      terms not otherwise defined in this Agreement follow the covenants):

      a.   Tangible Net Worth.  Maintain  a Tangible Net Worth, at all times,
           of not less than $12,500,000.00.

      b.   Current Ratio.  Maintain in a Current Ratio, at all times, of  not
           less than  the  ratio set  forth  below during  the  corresponding
           period set forth below:

                             Period                            Amount
                             ------                            ------
                From the date of this Agreement through
                  June 29,2003                                1.75:1.0
                From June 30, 2003 through
                  March 30,2004                               1.90:1.0
                From March 31, 2004 through
                  the Revolving Credit Maturity Date           2.0:1.0


      c.   Liquidity Ratio.   Maintain a  minimum  Liquidity  Ratio,  at all
           times,  of  at  least  the  ratio  set  forth  below  during   the
           corresponding period set forth below:

                             Period                            Amount
                             ------                            ------

                From the date of this Agreement through
                  June 29, 2004                               1.75:1.0
                From June 30, 2004 through
                  the Revolving Credit Maturity Date          2.5:1.0

      Each of the aforementioned financial covenants be calculated as of  the
      end of each calendar quarter.

      "Account Receivables" shall mean, as of any time of determination,  any
      amounts in respect of  loans or advances owing  to Borrower or  another
      Loan Party from  any Account  Debtor (as defined  in the  UCC) at  such
      time.

      "Affiliate Receivables" shall  mean, as of  any time of  determination,
      any amounts  in respect  of  loans or  advances  owing to  Borrower  or
      another Loan Party from  any of its  Subsidiaries or Affiliates  (other
      than Affiliates which are Guarantors of all Indebtedness) at such time.

      "Current Assets"  shall mean,  in respect  of a  Person and  as of  any
      applicable date of  determination, all  current assets  of such  Person
      determined in accordance with GAAP.

      "Current Liabilities" shall mean, in respect of a Person and as of  any
      applicable  date of determination, all  liabilities of such Person that
      should  be classified  as  current in accordance  with GAAP,  plus  the
      amount of all outstanding Revolving Loans.

      "Current Ratio"  shall mean,  in respect  of  a Person  and as  of  any
      applicable date of determination thereof,  the ratio of Current  Assets
      to Current Liabilities.

      "Liquidity Ratio" shall  mean,  in respect of a  Person and  as of  any
      applicable date  of  determination  thereof  the  ratio  of  Cash  plus
      Accounts Receivable to the amount of the Indebtedness.

      "Tangible Net Worth" shall mean, with  respect to any Person and as  of
      applicable date of determination, (a) the net book value of all  assets
      of  such  Person  (excluding  Affiliate  Receivables,  patent   rights,
      trademarks, trade  names, franchises,  copyrights, licenses,  goodwill,
      and all other intangible assets of such Person), after all  appropriate
      deductions in  accordance  with GAAP  (Including,  without  limitation,
      reserves  for  doubtful  receivables,  obsolescence,  depreciation  and
      amortization), less (b) all Debt of such Person at such time."

 2. Bank waives Borrower's  compliance with  the minimum  Tangible Net  Worth
    described in  section 4.4 for  the period ending December 30, 2002.  This
    waiver  only applies  to the  foregoing and  is not  an agreement  of any
    future waivers  of Borrower's compliance with  any covenant or any Events
    of Default.

 3. Borrower is responsible for all costs incurred by Bank, including without
    limit reasonable  attorneys' fees (whether  inside or  outside counsel is
    used), with regard to the preparation and execution of this Agreement.

 4. Each  Guarantor  hereby  consents to  and  joins  in  this  Agreement and
    ratifies  and confirms  to  Bank that  all  terms and  provisions  of its
    Guaranty and  every other Loan  Document to which  it is a  party are and
    shall remain in full force and effect, and acknowledges that there are no
    claims or offsets against, or defenses or counterclaims to, the terms and
    provisions of  and the obligations created  and evidenced by its Guaranty
    or the other Loan Documents, and reaffirms all agreements and obligations
    under its Guaranty  and the other Loan Documents to  which it is a party,
    and agrees that such obligations are not released, diminished or impaired
    by this Agreement.  Each Guarantor acknowledges that without this consent
    and  affirmation, Bank  would  not  execute this  Agreement  or otherwise
    consent to its terms.

 5. Other  than  as expressly  provided  for  herein, the  execution  of this
    Agreement shall not  be deemed to be a waiver  of any Default or Event of
    Default.  Borrower  expressly  acknowledges  and  agrees  that  except as
    expressly amended  in this Agreement,  the Credit  Agreement, as amended,
    remains in full force and effect and is ratified, confirmed and restated.
    This Agreement is  not an agreement to any  further or other Agreement of
    the Note.

 6. All the  terms used in  this Agreement which  are defined  in the  Credit
    Agreement shall  have the same  meaning as used  in the Credit Agreement,
    unless otherwise defined in this Agreement.

 7. Borrower waives, discharges, and forever releases Bank, Banks  employees,
    officers,  directors,  attorneys,  stockholders, and their successors and
    assigns, from  and of any  and  all  claims causes of action, allegations
    or  assertions  that Borrower  has or may have had at any time up through
    and including  the  date of this  Agreement,  against any  or  all of the
    foregoing,  regardless  of  whether  any  such claims,  causes of action,
    allegations or assertions are   known  to Borrower  or  whether any  such
    claims,  causes  of action  allegations  or  assertions  arose  as result
    of Bank's  actions  or  omissions  in  connection  with  the  Note or any
    Agreements, extensions  or modifications thereof or Bank's administration
    of  the debt evidenced by  the Note or  otherwise INCLUDING  ANY  CLAIMS,
    CAUSES  OF  ACTION,  ALLEGATIONS OR ASSERTIONS  RESULTING FROM BANK'S OWN
    NEGLIGENCE, except and  to the extent (but only  to the extent) caused by
    Bank's gross negligence or willful misconduct.

 8. BANK  AND  BORROWER  EACH ACKNOWLEDGE THAT THE RIGHT TO  TRIAL BY JURY IS
    A CONSTITUTIONAL ONE,  BUT  THAT IT  MAY BE WAIVED.  EACH  OF THEM, AFTER
    CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL OF THEIR
    CHOICE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY  RIGHT EITHER
    OF  THEM MAY  HAVE  TO  A  TRIAL BY JURY IN ANY  LITIGATION BASED UPON OR
    ARISING OUT OF ANY LOAN DOCUMENT OR  ANY Of THE TRANSACTIONS CONTEMPLATED
    BY THE  LOAN  DOCUMENTS  OR ANY COURSE OF CONDUCT,  DEALINGS,  STATEMENTS
    (WHETHER ORAL OR WRITTEN), OR ACTION OF EITHER OF THEM. THESE PROVISIONS,
    SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR  RELINQUISHED
    BY  BANK  OR  BORROWER EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY EACH OF
    THEM.

 9. THIS AGREEMENT AND THE  OTHER "LOAN  AGREEMENTS"  (AS DEFINED  IN SECTION
    26.O2(A)(2)  OF THE TEXAS BUSINESS & COMMERCE CODE, AS AMENDED) REPRESENT
    THE FINAL AGREEMENT BETWEEN THE PARTIES, AND THIS AGREEMENT AND THE OTHER
    WRITTEN  LOAN  AGREEMENTS MAY NOT BE CONTRADICTED  BY  EVIDENCE OF  PRIOR
    CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.  THERE
    ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

 IN WITNESS WHEREOF, the parties have  executed and delivered this  Agreement
 on the date set forth above.


 BORROWER:                               BANK:

 CARRINGTON LABORATORIES, INC.,          COMERICA BANK-TEXAS
 a Texas Corporation


 By: /s/                               By: /s/
    ---------------------------------     -----------------------------------
    Carton E. Turner, President & CEO     Margareth Fanini AVP Texas Division



 GUARANTORS:

 CARALOE, INC.,
 a Texas corporation


 By: /s/
    ---------------------------------
    Carton E. Turner,  President


 DELSITE BIOTECHNOLOGIES, INC.
 a Delaware corporation

 By: /s/
    ---------------------------------
   Carlton E. Turner, CEO

</TEXT>
</DOCUMENT>
