CARRINGTON LABORATORIES INC /TX/
LETTER AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>4
<FILENAME>exh10-1.txt
<DESCRIPTION>LETTER AGREEMENT
<TEXT>

                                                                 EXHIBIT 10.1


                                          November 26, 2002

        By overnight mail
        Mr. Robert Schnitzius
        Carrington Laboratories, Inc.
        2001 Walnut Hill Lane
        Irving, Texas 75038

             Re:  Advance of royalty fees
                  -----------------------

        Dear Bob:

        This confirms the agreement between Medline and Carrington to
        advance $2,000,000 of Base Royalty Payments under the Distributor
        and License Agreement (the "Agreement").  Medline will advance
        the $2,000,000 in December 2002, and the advance will be treated
        as a loan, with interest at 6.5% and payments of principal and
        interest in 11 equal quarterly installments in the form of
        deductions from the quarterly royalty payments due under the
        Agreement, commencing with the March 1, 2003 royalty payment.
        The attached schedule reflects the advance and payment plan
        agreed to above.

        In the event the Agreement terminates, for any reason, prior to
        full repayment of the advance, then the entire unpaid balance of
        the advance will become immediately due and payable upon the
        effective date of termination, with interest thereafter at 9.5%.

        This agreement is binding on and inures to the benefit of each
        party's successors and assigns.

        Please execute both originals enclosed herein, and overnight them
        to Alex Liberman's attention.  Medline will then execute both
        originals and return one of them to you.

        Agreed to this 27th day of November, 2002:

        MEDLINE INDUSTRIES, INC.          CARRINGTON LABORATORIES, INC.

        By: /s/ Andy Mills                By: /s/ Robert Schnitzius
            --------------------              -------------------------
            Andy Mills                        Robert Schnitzius


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</DOCUMENT>
