Trademark License Agreement - DELSITE, - 3-28-2005 by DSIIQ-Agreements

VIEWS: 69 PAGES: 22

									                                                EXHIBIT 10.33

                                 TRADEMARK LICENSE AGREEMENT

THIS TRADEMARK LICENSE AGREEMENT ("Agreement"), effective as of December 1, 2004, is made by
and between CARALOE, INC. ("Licensor"), a Texas corporation, having its principal place of business at 2001
Walnut Hill Lane, Irving, Texas 75038, and MANNATECH, INC., ("Licensee"), a Texas corporation, having its
principal place of business at 600 S. Royal Lane, Suite 200, Coppell, Texas 75019.

                                             W I T N E S S E T H:

WHEREAS, simultaneously with the execution of this Agreement, Licensor and Licensee are entering into a non-
exclusive Supply Agreement of even date herewith (the "Supply Agreement") for the sale by Licensor and
purchase by Licensee, through its manufacturer, Natural Alternatives Incorporated ("NAI") of bulk aloe vera
mucilaginous polysaccharide (hereinafter referred to under the product name of "Manapol[R] powder") to be
used in products manufactured by Licensee and NAI (the "Manufactured Products");

WHEREAS, Carrington Laboratories, Inc., a Texas corporation ("Carrington"), claims the ownership of the
trademark Manapol[R] (the "Mark") and has granted to Licensor a license to use the Mark and to license others
to use it on an exclusive and/or a non-exclusive basis;

WHEREAS, Licensee is desirous of obtaining from Licensor, and Licensor is willing to grant to Licensee, a
license to use the product name Manapol[R] (the "Mark") in connection with the advertising and sale of the
Manufactured Products subject to the terms, conditions and restrictions set forth herein; and

WHEREAS, Licensor and Licensee are mutually desirous of insuring the consistent quality of all products sold in
connection with the Mark;

NOW, THEREFORE, in consideration of premises, the mutual covenants, promises and agreement set forth
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby covenant, promise and agree as follows:

                                                     Article 1

                                                    LICENSE

1.1 Terms and Conditions. Licensor hereby grants to Licensee the non- transferable right and license to use the
Mark in connection with the labeling, advertising and sale of Manufactured Products manufactured and sold by
Licensee during the Term of this Agreement. During the Term of this Agreement, Licensee shall have (a) the non-
exclusive right to use the Mark in connection with Manufactured Products containing Manapol[R] powder that
are intended for sale to the ultimate consumer in the United States, Canada, and Mexico, and (b) the non-
exclusive right to use the Mark in connection with Manufactured Products containing Manapol[R] powder that
are intended for sale to the ultimate consumer in places other that the United States, Canada and Mexico, that are
specifically and mutually agreed upon from time to time and listed in Exhibit A hereto. The countries in Exhibit A
may be removed by Caraloe upon written notice to Mannatech that an exclusive Trademark License Agreement
has been executed for that country. In that event, Mannatech shall no longer be allowed to use the Manapol[R]
Trademark within the country removed by Caraloe after its existing supplies have been exhausted. Relative to
Japan, Mannatech may use the Trademark on a non- exclusive basis under the same conditions as those listed in
Exhibit A except no drink may be sold using Manapol[R] powder or the Trademark.

1.2 License Coterminous With Supply Agreement. The license granted by this Agreement shall run
conterminously with the Supply Agreement, and any actions or events which shall operate to extend or terminate
the Supply Agreement shall automatically extend or terminate this Agreement simultaneously.

1.3 Sublicenses. Licensee shall not have the right to grant sublicenses without the written permission of Licensor
with respect to the license granted herein; however, Licensee may engage a third party or parties to make and
affix labels for the Manufactured Products in compliance with Articles 2, 3, and 4 hereof, and/or to distribute and
sell the Manufactured Products in compliance with the terms and conditions of this Agreement. Licensee shall be
expressly obligated to ensure full compliance with all terms and conditions of this Agreement.

                                                     Article 2

                      CERTAIN OBLIGATIONS OF LICENSEE AND LICENSOR

2.1 Representations by Licensee. Licensee shall not represent in any manner that it owns any right, title or interest
in or to the Mark. Licensee acknowledges that its use of the Mark shall inure to the benefit of Licensor and shall
not create in Licensee's favor any right, title or interest in or to the Mark.

2.2 Discontinuation of Use of Mark. Upon the expiration or termination of this Agreement, Licensee will cease
and desist from all use of the Mark in any manner and will not adopt or use, without Licensor's prior written
consent, any work or mark which is confusingly or deceptively similar to the Mark, except that Licensee may
continue to use the Mark under the terms and conditions of this Agreement in connection with any remaining
supplies of Manapol[R] powder purchased by Licensee from Licensor until such supplies are exhausted.

2.3 FDA Compliance of Products. All products on which the Mark is used by Licensee shall be manufactured,
packaged, labeled, advertised, marketed and sold in compliance with (i) the Federal Food, Drug and Cosmetic
Act and the rules and regulations promulgated thereunder, as amended from time to time if sold for use within the
United States, and (ii) all other applicable laws, rules and regulations if sold for use outside the United States.

2.4 Inspection. Upon reasonable notice, Licensor reserves the right to inspect Licensee's products bearing the
Mark and Licensee's manufacturing facilities at all reasonable times to insure Licensee's compliance with this
Agreement.

2.5 Use of Trademark. Licensee shall not use the Mark except as specifically set forth herein. Without limiting the
generality of the preceding sentence, Licensee shall not use the Mark in connection with the sale or advertising of
any products other than the Manufactured Products. Any use of the trademark, "Manapol[R]" pursuant to this
agreement is non- exclusive. Whenever the Licensee uses the trademark, "Manapol[R]", it shall also indicate that
such name is the registered trademark of Licensor and shall take all reasonable measures to assure that there is
no confusion of ownership of the mark or the substance which it identifies, the same being the proprietary
property of the Licensee. Likewise, Licensor, if referring to Ambrotose[R], shall indicate that the same is the
trademark of Mannatech and shall take all reasonable measures to assure that there is no confusion of ownership
of the mark or the substance which it identifies, the same being the proprietary property of the Licensee.

2.6 Trademark Registration. At Licensor's request and expense and, except as otherwise provided herein at
Licensor's sole discretion and option, Licensee shall take whatever action is reasonably necessary to assist
Carrington or its assigns in registering the Mark with the U.S. Patent and Trademark Office ("USPTO") and/or in
perfecting, protecting or enforcing Carrington's and Licensor's rights in and to the Mark. Licensee understands
that Carrington or its assigns may rely solely on Licensee's use of the Mark to obtain or maintain registration with
the USPTO.

                                                     Article 3

                                       MANUFACTURING AND SALE

3.1 Manufacturing Facilities. All manufacturing of the Manufactured Products shall be done in the Licensee's own
facilities or qualified contract manufacturing facilities.

3.2 Combination with Other Products. Licensee shall not combine Manapol[R] powder with any product or
substance in any manner which would violate any laws, rules or regulations of any state, federal or other
governmental body in which the Manufactured Products are sold. Licensee shall not combine Manapol[R]
powder with any other substance in a Manufactured Product that is to be advertised or sold for use or
consumption by humans or animals if the approval of the U.S. Food and Drug Administration (the "FDA") or the
U.S. Department of Agriculture ("USDA") for such use or consumption is required and has not been obtained.

3.3 Compliance by Third Parties. Licensee shall take all steps necessary to ensure that its distributors and any
other parties to whom it sells any of the Manufactured Products for resale do not re-label, repackage, advertise,
sell or attempt to sell MANAPOL[R] powder or any of the Manufactured Products in a manner that would
violate this Agreement is done by Licensee.

                                                       Article 4

                                         LABELS AND ADVERTISING

4.1 FDA Compliance of Labels and Advertising. All labels and advertising relating to the Manufactured Products
offered in connection with the Mark must strictly comply with all applicable rules and regulations of the FDA if
sold for use within the United States, and all other applicable laws, rules and regulations wherever sold.
Information regarding the ingredients of Manapol[R] powder shall be furnished to Licensee by Licensor from time
to time.

4.2 Mandatory Requirements. Licensee shall cause all labels, packaging, advertising and promotional materials
used by it in advertising, marketing and selling any product manufactured by or on behalf of Licensee that
contains Manapol[R] to contain (i) the Mark, (ii) a statement setting forth the concentration of Manapol[R]
powder contained in such product, and (iii) the following legend:

Manapol[R] is a registered trademark of Carrington Laboratories, Inc.

4.3 Claims by Licensee. Licensee hereby agrees not to make, or permit any of its employees, agents or
distributors to make any claims of any properties or results relating to Manapol[R] powder or any Manufactured
Product which would violate any applicable law.

4.4 FDA or USDA Approval of Claims. If Licensee desires to seek FDA or USDA approval as to any specific
claims with respect to Manapol[R] powder or any Manufactured Product, Licensee herby agrees to (i) notify
Licensor of the claims and the application prior to filing and (ii) to keep Licensor informed as to the progress of
the application, including but not limited to sending Licensor copies of all communications or notes to or from the
FDA or USDA, as applicable.

4.5 Right to Approve Labels, etc. If Licensor so requests, Licensee shall not use any label, advertisement or
marketing material that contains the Mark unless such label, advertisement or marketing material has first been
submitted to and approved by Licensor. Licensor shall not unreasonably withhold its approval of any such label,
advertisement or marketing material.

                                                       Article 5

                  NEGATION OF WARRANTIES, DISCLAIMER AND INDEMNITY

5.1 Negation of Warranties, etc. Nothing in this Agreement shall be construe or interpreted as:

(a) a warranty or representation by Licensor that any product made, used, sold or otherwise disposed of under
the license granted in this Agreement is or will be free of infringement or the like of the rights of third parties; or

(b) an obligation by Licensor to bring or prosecute actions or suits against third parties for infringement or the like
of the Mark or of any registration that may subsequently be granted for such Mark; or

(c) granting by implication, estoppel or otherwise any licenses or rights other than those expressly granted
hereunder.

5.2 Disclaimer. LICENSOR MAKES NO REPRESENTATIONS, EXTENDS NO WARRANTIES OF
ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES
OF MERCHANTABILITY, FITNESS AND FITNESS FOR A PARTICULAR PURPOSE, AND
ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE USE, SALE OR
OTHER DISPOSITION BY LICENSEE OR ITS CUSTOMERS, VENDORS OR OTHER
TRANSFEREES, WITH RESPECT TO THE MARK OR ANY PRODUCTS MADE OR SOLD BY
LICENSEE. THE FOREGOING NOTWITHSTANDING, LICENSOR DOES REPRESENT THAT THE
Manapol[R] POWDER DOES MEET THE SPECIFICATIONS OUTLINED ON EXHIBIT A OF THE
SUPPLY AGREEMENT AND THAT IT IS A FOOD SUPPLEMENT UNDER THE FDA RULES AND
REGULATIONS.

5.3 Liability of Licensee for Products. Licensee shall assume all financial and other obligations for the products
made and sold by it under this Agreement and Licensor shall not incur any liability or responsibility to Licensee or
to third parties arising out of or connected in any manner with Licensee's products made or sold pursuant to this
Agreement. In no event shall Licensor be liable for lost profits, special damages, consequential damages or
contingent liabilities arising out of or connected in any manner with this Agreement or the products made or sold
by Licensee under this Agreement.

5.4 Indemnity of Licensor. Licensee agrees to defend, indemnify and hold Licensor, its officers, directors,
employees and agents, harmless against all claims, liabilities, demands, damages, expenses or losses arising out of
or connected with (a) the wrongful or negligent use by Licensee of the Mark or (b) any use, sale or other
disposition of Licensee's products by Licensee or by any other party.

5.5 Negation of Trademark Warranty. Licensee acknowledges that Licensor makes no warranty, express or
implied, with respect to its ownership of any rights relating to the Mark.

                                                       Article 6

                                         TERM AND TERMINATION

6.1 Term. Unless terminated earlier as provided for herein, this Agreement shall remain in full force and effect for
a one (1)-year period beginning on December 1, 2004 and ending at midnight on November 30, 2005. This
Agreement may be extended or renewed as provided in Section 1.2, or otherwise by the written agreement of
the parties.

6.2 Breach of Agreement. Except as provided otherwise in Section 6.3, if either party breaches any material
provision of this Agreement and fails to cure the breach within thirty (30) days after receipt of written notice from
the nonbreaching party specifying the breach, then the nonbreaching party may terminate this Agreement upon
written notice to the breaching party, which right of termination shall be in addition to, and not in lieu of, all other
tights and remedies the nonbreaching party may have against the breaching party under this Agreement, at law or
in equity. Failure by Licensor to give notice of termination with respect to any such failure shall not be deemed a
waiver of its right at a later date to give such notice if such failure continues or again occurs, or if another failure
occurs. A breach by either party of a material provision of the Supply Agreement shall be deemed a breach by
such party of a material provision of this Agreement.

6.3 Immediate Termination. Licensor may immediately terminate this Agreement, upon written notice to Licensee,
upon the occurrence of any one or more of the following events: (i) Licensee breaches any provision of Articles
2, 3, or 4; (ii) Licensee fails to purchase and/or to pay for the quantities of Manapol[R] powder that it is
obligated to purchase and pay for under the Supply Agreement in accordance with the terms thereof; (iii)
Licensee voluntarily seeks protection under any federal or state bankruptcy or insolvency laws; (iv) a petition for
bankruptcy or the appointment of a receiver is filed against Licensee and is not dismissed within thirty (30) days
thereafter; (v) Licensee makes any assignment for the benefit of its creditors; or (vi) Licensee ceases doing
business.

6.4 Survival of Provisions. In the event of termination, cancellation or expiration of this Agreement for any reason,
Sections 2.2, 2.3, 5.1, 5.2, 5.3, 5.4, 5.5 and 7.1 hereof shall survive such termination, cancellation or expiration
and remain in full force and effect.

                                                       Article 7

                                                MISCELLANEOUS

7.1 Equitable Relief. A breach or default by Licensee of any of the provisions of Articles 2, 3 and 4 hereof shall
cause Licensor to suffer irreparable harm and, in such event, Licensor shall be entitled, as a matter of right, to a
restraining order and other injunctive relief from any court of competent jurisdiction, restraining any further
violation thereof by Licensee, its officers, agents, servants, employees and those persons in active concert or
participation with them. The right to a restraining order or other injunctive relief shall be supplemental to any other
right or remedy Licensor may have, including, without limitation, the recovery of damages for the breach or
default of any of the terms of this Agreement.

7.2 Amendment. This Agreement may be changed, modified, or amended only by an instrument in writing duly
executed by each of the parties hereto.

7.3 Entire Agreement. This Agreement constitutes the full and complete agreement of the parties hereto and
supersedes any and all prior understandings, whether written or oral, with respect to the subject matter hereof.

7.4 No Waiver. The failure of either party to insist upon strict performance of any obligation hereunder by the
other party, irrespective of the length of time for which such failure continues, shall not be a waiver of its right to
demand strict compliance in the future. No consent or waiver, express or implied, by either party to or of any
breach or default in the performance of any obligation hereunder by the other party shall constitute a consent or
waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

7.5 Notices. All notices required or permitted to be made or given pursuant to this Agreement shall be in writing
and shall be considered as properly given or made when personally delivered or when duly deposited in the
mails, first class mail, postage prepaid, or when transmitted by prepaid telegram, and addressed to the applicable
address first above written or to such other address as the addressee shall have theretofore specified in a written
notice to the notifying party.

7.6 Assignment. This Agreement or any of the rights or obligations created herein may be assigned, in whole or in
part, by Licensor. However, this Agreement is personal to Licensee, and Licensee may not assign this Agreement
or any of its rights, duties or obligations under this Agreement to any third party without Licensor's prior written
consent, and any attempted assignment by Licensee not in accordance with this Sections 7.6 shall be void.

7.7 Relationship of Parties. Nothing contained herein shall be construed to create or constitute any employment,
agency, partnership or joint venture arrangement by and between the parties, and neither of them has the power
or authority, express or implied, to obligate or bind the other in any manner whatsoever.

7.8 Remedies Cumulative. Unless otherwise expressly provided herein, the rights and remedies hereunder are in
addition to, and not in limitation of, any other rights and remedies, at law or in equity, and the exercise of one right
or remedy will not be deemed a waiver of any other right or remedy.

7.9 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns, provided, however, that the foregoing shall not be
deemed to expand or otherwise affect the limitations on assignment and delegation set forth in Section 7.6 hereof,
and except as otherwise expressly provided in this Agreement, no other person or business entity is intended to
or shall have any right or interest under this Agreement.

7.10 Governing Law. This Agreement shall be governed by and interpreted, construed and enforced in
accordance with the laws of the Sate of Texas, excluding, however, any conflicts of law rules that would require
the application of the laws of any other state or country.

7.11 Headings. The headings used in this Agreement are for convenience of reference only and shall not be used
to interpret this Agreement.

7.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an
original and all of which will constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives as of the date first above written.

                                                  CARALOE, INC.

                                           By: /s/ Carlton Turner
                                           ----------------------------
                                                Carlton Turner
                                           Its: Chief Executive Officer
   MANNATECH, INC.

By   /s/ Terry L. Persinger
----------------------------
     Terry L. Persinger
Its: President
                                              EXHIBIT A

                                              Switzerland

The countries of the European Union as of December 1, 2004

                                               Singapore

                                                Malaysia

                                                Australia

                                              New Zealand

                                            The Philippines

                                                 Taiwan

                                              Hong Kong

                                                 Japan

                                              South Korea

Mexico
                                                EXHIBIT 10.34

* Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the
information subject to the confidentiality request. Omissions are designated as *. A complete version of this
exhibit has been filed separately with the Securities and Exchange Commission.

                                    MANUFACTURING AGREEMENT

Executed in the city of Liberia, Costa Rica on the 21st day of January, 2005, between:

SABILA INDUSTRIAL, S.A. ("SISA") a corporation existing under the Laws of Costa Rica, corporate I.D.
number 3-101-123588, hereby represented by its Coordinator for South American Businesses, Mr. Jose
Alberto Zuniga Blanco, of legal age, engineer, identity card number * and,

MIRADENT PRODUCTS OF COSTA RICA, S.A. ("MPCR"), a corporation existing under the Laws of
Costa Rica, corporate I.D. number 3-101-373278, hereby represented by its President Mr. William Utz, of legal
age, lawyer, American citizen, passport number * .

                                                   WHEREAS

- MPCR is a company established to produce and sell proprietary dental products ("the Products"), such as
dentures, dental arches, dental implant stents, exclusively to MiraDent Group.

- SISA is a company operating under the free zone regimen that has the facilities and personnel required to
manufacture the Products for MPCR.

THEREFORE, being of mutual benefit for the parties, it is agreed to celebrate this Manufacturing Agreement
("the Agreement") to be regulated according to the Costa Rican Laws and the following clauses.

FIRST: Manufacturing agreement.
MPCR contracts SISA to manufacture the Products within SISA's production building in Liberia, Guanacaste.

SECOND: SISA's obligations.
SISA agrees to the following conditions and obligations:

a) Provide all the management and manufacture personnel required to run the overall production operation, which
includes: handling of importation and exportation proceedings of raw materials, machinery and final product,
manufacturing process, machinery installation and maintenance, management, supervision and control. Provide
industrial technical assistance to expedite and facilitate output. For this purpose SISA shall employ and supervise
the personnel and comply with the labor regulations that might correspond as the sole employer.

b) Obtain all the necessary permits from PROCOMER and any other government agency required to handle the
operation under the free zone regimen.

c) Provide a manufacturing area of 198 square meters in its actual production facilities. Additionally SISA in
order to provide space to MPCR will construct a separate storage facility with an estimated cost of
US$114,000.00 Funds to aid in the constructions of the facility shall be provided by MPCR, as follows: (1) US$
40,000 on or before 1 February 2005 and (2) US$ 10,000 on or before 1 March 2005; US$ 12,000 on or
before 1 April 2005; and US$ 18,000 on or before 1 May 2005.

d) SISA will not be obliged to continue with the construction or comply with any other obligation contained in the
Agreement if the required funds are not provided on time.

THIRD: MPCR's obligations.
MPCR agrees to the following conditions and obligations:

a) Provide the training method for the core personnel and develop a team of trained personnel that are skilled in
the production and capable of training others. MPCR will assume any labor or commercial obligations related to
the non-permanent trainers required to train SISA's personnel. MPCR will assume any labor or commercial
obligations related to the personnel, managers, directors or any person directly related to MPCR or MiraDent
Group that might be retained by MPCR in order to support and/or modify SISA's operations or to represent
MPCR under this agreement.

b) Beginning 1 February 2005, pay to SISA a monthly rent of US$ 1287 per month (198 square meters x US$
6.50 / sq meter) for the space being used within SISA, facilities. This rental rate is fixed for twenty four
(24) months at which time the rental rate is subject to renegotiation. MPCR has a credit of US$ 80,000 to be
applied against its monthly rental payments.

c) Provide all machinery, equipment and any materials, including the initial raw materials, for the production of the
Product including packing materials. Provide supervision of the installation of the machinery and equipment and
pay any physical installation costs required. The method of payment of these costs will be negotiated after they
have been incurred. All custom duties and shipment costs shall be covered by SISA and be reimbursed by
MPCR.

d) Maintain what is determined to be essential spare parts.

Additionally it is agreed that MPCR does not have the right to interfere or intervene with the way SISA handles
the hiring of personnel, the administration of operation, etc, unless it is related to quality control aspects of the
Product. SISA is not obliged to hire any personnel recommended by MPCR

FOURTH: Other agreements relating to production.
a) Quantity requirement. SISA agrees to use commercially reasonable efforts to meet all the quantity
requirements of MPCR for Products.

b) Modifications to existing processes or specifications. SISA may not make any modifications to the quality and
production process without the prior written consent of MPCR. The cost of modifications to existing processes
or specifications required by MPCR shall be the sole responsibility of MPCR.

c) Rights to inspect and monitor production. SISA grants to MPCR the right to inspect and monitor production at
the Plant at any time during normal business hours.

d) Process records. SISA shall maintain, for a period of five (5) years from the date that any production process
was performed to produce the Products, accurate records describing in detail such production on a by lot basis.
SISA shall give MPCR the right, at any time during SISA's normal business hours and upon reasonable notice, to
inspect and make copies of any of SISA production records.

FIFTH: Compensation, prices and terms.
a) Compensation. SISA will be compensated for the manufacture of the Products on a per unit basis according to
the pricing schedule shown on Annex 1 of this Agreement All Products manufactured by SISA will be sold by
SISA to MPCR and purchased by MPCR from SISA at the specified price (the "Contract Price") listed on
Annex 1. Annex 1 will be amended from time to time as additional Products are added. Prices are firm for one
year, then are subject to re-negotiation. All prices are F.O.B. SISA's facility, Liberia, Guanacaste, Costa Rica.
Ownership of and title to Products and all risks of loss with respect thereto shall pass to MPCR upon delivery of
such Products by SISA to the land carrier at the designated delivery (F.O.B.) point. Deliveries of Products shall
be made by SISA under normal trade conditions in the usual and customary manner being utilized by SISA at the
time and location of the particular delivery.

b) Payment. MPCR will pay SISA for all Products not later than 30 days after date of invoice.

c) Forecasts. Promptly after the execution of this Agreement, MPCR will provide SISA with a forecast of its
Product requirements for the next twelve (12) months so as to give SISA sufficient advance notice of MPCR's
requirements to allow it to satisfy such requirements. MPCR must give SISA purchase orders at least 90 days in
advance of the desired delivery date in order to allow SISA to obtain supplies and manufacture the Products.

d) Purchase Orders. Subject to the foregoing provisions of this Section 5, MPCR will from time to time submit
definitive purchase orders to SISA setting forth the quantities of each Product to be supplied, desired delivery
dates and shipping instructions. SISA will promptly accept such purchase orders or reject the purchase order by
informing MPCR that it cannot in whole or in part fill a purchase order. SISA's rejection of a purchase order shall
not be a breach of this Agreement. Any accepted purchase order shall be a binding obligation of SISA to supply
and MPCR to purchase the Products ordered on the dates specified in such purchase order.

SIXTH: Warranties.
(a) SISA warrants that, at the time of shipment by SISA, all Products manufactured by SISA sold and delivered
pursuant to this Agreement will conform to the mutually agreed upon visual and written specifications for the
Products.

(b) SISA further warrants that, at the time of shipment, all Products manufactured by SISA and sold and shipped
to MPCR pursuant to this Agreement will have been manufactured in accordance with applicable current good
manufacturing practices ("cGMP") regulations as set forth in 21 CFR 210, as then in effect, in a facility that is
ISO 9000 certified.

(c) SISA accepts liability for Products that do not conform to visual and written specifications and agrees to
reimburse MPCR for the amount invoiced to MPCR for such non-conforming Products should they occur.
Except as may be expressly stated by SISA on the Product or on SISA's packaging, or in SISA's information
accompanying the Product, at the time of shipment to MPCR hereunder or as otherwise stated in this section of
this Agreement, SISA MAKES NO REPRESENTIONS OR WARRANTIES OF ANY KIND WITH
RESPECT TO THE PRODUCTS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SISA NEITHER ASSUMES
NOR AUTHORIZES ANYONE TO ASSUME FOR IT ANY OBLIGATION OR LIABILITY IN
CONNECTION WITH THE PRODUCTS. MPCR shall not make any representation or warranty with respect
to the Products that is more extensive than, or inconsistent with, the limited warranty set forth in this Article or
that is inconsistent with the policies or publications of SISA relating to the Products.

(d) MPCR'S EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER IS THE
REFUND OF THE CONTRACT PRICE FOR THE PRODUCTS THAT ARE COVERED BY THE
WARRANTY. SISA SHALL HAVE NO OTHER OBLIGATION OR LIABILITY FOR DAMAGES TO
MPCR ANY OTHER PERSON OF ANY TYPE, INCLUDING, BUT NOT LIMITED TO, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR OTHER COMMERCIAL OR
ECONOMIC LOSS, OR ANY OTHER LOSS, DAMAGE OR EXPENSE, ARISING OUT OF OR IN
CONNECTION WITH THE SALE, USE, LOSS OF USE, NONPERFORMANCE OR REPLACEMENT
OF THE PRODUCTS.

                                                 SEVENTH: Term.

The term of this Agreement shall be five (5) years.

This Agreement shall be operative upon the Effective Date and shall continue in effect for five (5) years, unless
terminated pursuant to early termination provisions herein, and may be extended pursuant to the provisions
below.

At the end of this initial five (5) year term this Agreement shall automatically renew for an additional five (5) year
period, unless a written notice is provided by either party to the other that the moving party does not wish to
continue the Agreement. And, on each five (5) year anniversary date thereafter, this Agreement shall
automatically renew for an additional five (5) year term, unless a written notice is provided by either party to the
other party that the moving party does not wish to continue the Agreement. Written notice must be provided by
the party wishing to cancel the Agreement not later than one hundred eighty (180) days prior to the end of the
initial five (5) year term of this Agreement or one hundred eighty
(180) days prior to the anniversary date of any automatic renewal period.

Upon automatic extension of this Agreement under the provisions above all terms and conditions of this
Agreement shall continue in full force and effect.

The Agreement shall be terminated before expiration of the initial or extended term:

a) If SISA or MPCR fails to comply with any of their obligations under this Agreement and if the noncompliance
is not cured within thirty (30) days of written notice of such noncompliance, then, the party gives notice of
termination to the other on those grounds, in which case that party can claim compensation for the damages
caused by such failure to comply;

b) If SISA or MPCR becomes insolvent, submits to an agreement with creditors, admits in writing its inability to
pay its debts when due, or becomes the subject of voluntary or involuntary bankruptcy, insolvency,
reorganization, relief for debts, receivership, or a similar procedure that may affect all its assets or a substantial
portion thereof,

c) Upon the definitive cessation of operations in Costa Rica of SABILA INDUSTRIAL and the industrial plant
operated by it in Liberia by decision of the parent company.

d) If SISA and MPCR agree in writing to terminate the Agreement.

The termination of this Agreement does not release any of the parties from any pending obligation originated
before or at the time of such termination.

Upon the termination of this Agreement, whether terminated pursuant to early termination provisions herein or
upon the expiration of the original term or any renewal term of this Agreement, any and all improvements to the
SISA facilities and property made by or funded by MPCR as a part of this Agreement shall thereinafter be the
sole property of SISA.

EIGHTH: Indemnification.
MPCR AGREES TO INDEMNIFY AND HOLD HARMLESS SISA AND ITS EMPLOYEES, OFFICERS,
DIRECTORS, STOCKHOLDERS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND
ALL LOSSES, DAMAGES, COSTS AND EXPENSES, INCLUDING REASONABLE LEGAL FEES
AND EXPENSES INCIDENT THERETO, ARISING FROM ANY SUIT, CLAIM OR DEMAND OF
ANY THIRD PARTY RELATING TO (A) ANY DESIGN DEFECT IN ANY MPCR PRODUCT
MANUFACTURED BY SISA AS TO WHICH MPCR HAS PROVIDED SISA WITH WRITTEN
SPECIFICATIONS OR SAMPLES TO WHICH THE MPCR PRODUCT SUPPLIED BY SISA
COMPLIES, (B) ANY DESIGN DEFECT IN ANY MPCR PRODUCT NOT MANUFACTURED BY
SISA, (C) ANY MANUFACTURING DEFECT IN A MPCR PRODUCT NOT MANUFACTURED BY
SISA, (D) ANY STATEMENT ON ANY LABELING OF OR LITERATURE FOR ANY MPCR
PRODUCT THAT IS FALSE OR VIOLATES ANY LAW OR REGULATION OF THE UNITED STATES
OR ANY AGENCY, STATE OR LOCALITY THEREOF, AND (E) ANY INFRINGEMENT BY ANY
MPCR PRODUCT OR ANY LABELING, PACKAGING OR PRODUCT LITERATURE FOR ANY
MPCR PRODUCT NOT FURNISHED OR APPROVED BY SISA OF ANY PATENT, TRADEMARK,
COPYRIGHT, DESIGN OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY.

NINTH: Force Majeure.
Neither SISA nor MPCR shall be liable for any failure to perform hereunder (other than payment of invoices
when due) if either is prevented from performing any of its obligations hereunder due, in whole or in part, to any
contingency or cause beyond its reasonable control, including, without limitation, fire, explosion, earthquake,
storm, flood, drought, lightning or other adverse weather conditions, accident, breakdown of machinery,
transportation or handling difficulties, strike, lockout, or other labor difficulties (from whatever cause arising, and
whether or not the demands of employees are reasonable or within its power to grant), war, insurrection, riot,
civil commotion, sabotage, vandalism, smoke, act of God or the public enemy, any law, act, order, proclamation,
decree, regulation, ordinance, instruction, embargo or request of any government or any officer or agent thereof,
any order, judgment or decree of any court, delay or failure of carriers or contractors, labor shortage, or inability
to obtain transportation equipment, raw materials, fuel, power, plant equipment or materials required for
maintenance or repairs ('Force Majeure") nor shall MPCR's or SISA's obligations, except as may be necessary,
be suspended during the period of such Force Majeure, nor shall either Party's obligations be cancelled with
respect to such Products as would have been sold hereunder but for such suspension. Such affected Party shall
give to the other Party prompt notice of any such Force Majeure, the date of commencement thereof and its
probable duration and shall give a further notice in like manner upon the termination thereof. Each Party hereto
shall endeavour with due diligence to resume compliance with its obligations hereunder at the earliest date and
shall do all that it reasonably can to overcome or mitigate the effects of any such Force Majeure upon both
Party's obligations under this Agreement. Should the Force Majeure continue for more than six (6) months, than
the other Party shall have the right to cancel this Agreement and the Parties shall seek an equitable agreement on
the Parties' reward of interests.
The Parties agree that any obligation to pay money is never excused by Force Majeure.

TENTH: Trademarks.
With respect to trademarks, the Parties agree as follows:

a) To the extent, and only to the extent, of written authorization by MPCR, may SISA use, symbolize, or
otherwise mark Products with the MPCR's trademarks or other proprietary logos.

b) Except as authorized in writing, SISA shall not, at any time, in any place, or in any manner, utilize the
trademarks of the MPCR, nor any name or logo confusingly similar thereto, in connection with SISA's business
activities or in the manufacture, use, sale or other disposition of Products, or in any other way whatsoever.

c) Except as authorized in writing, MPCR shall not, at any time, in any place, or any manner, utilize the
trademarks of SISA, nor any name or logo confusingly similar thereto, in connection with the MPCR's business
activities or in the use, sale or other disposition of Products, or in any other way whatsoever.

ELEVENTH: Proprietary Information and Confidentiality.
a) Each Party agrees to maintain the other Parties' Proprietary Information in strict confidence, not to make use
thereof other than for the performance of this Agreement, to release it only to employees who have reasonable
need to know the same, and except as required by law, not to release or disclose it to any third parties, without
the prior written consent of the disclosing Party.

b) All Proprietary Information and any copies thereof shall remain the property of the disclosing Party, and no
license or other rights therein is granted or implied hereby.

c) This Article is supplemental to and not in limitation of any confidentiality agreements to which the Parties are
signatories.

d) Any of SISA's or MPCR's officers, directors, employees, agents, representatives or contractors who are
assigned to or visit the MPCR production facility shall execute and deliver a confidentiality agreement in form of
Annex 2 attached hereto.

e) Except as otherwise provided herein, each Party shall immediately notify the other of any private or
governmental request for Proprietary Information or documents relating to the products or this Agreement. In the
event that a Party receives any subpoena or other legal process requiring the production of information,
documents, data, work papers, reports, or other materials relating to Proprietary Information, Products, or this
Agreement, that Party shall give the affected Party, if possible, the opportunity to participate in quashing,
modifying or otherwise responding to any compulsory process in an appropriate and timely manner and
cooperate fully with the affected Party's efforts to narrow the scope of any such compulsory process, to obtain a
protective order limiting the use or disclosure of the information sought, or in any other lawful way to obtain
continued protection of such information.

f) If any Party becomes aware of the loss, theft or misappropriation of Proprietary Information which is in that
Party's possession or control, that Party shall notify the other Party whose Proprietary Information has been lost,
stolen or misappropriated within five (5) days after the discovery of such loss, theft or misappropriation.

TWELFTH. Sublease.
The lawful possession and occupancy by MPCR of the facilities shall be regulated by the sublease hereby agreed
upon by the parties in the following terms and conditions:

a) Under the lease subscribed by and between SABILA INDUSTRIAL and "FINCA SABILA", owner of the
property where the industrial facilities to which this Agreement refers are located, the lessee, SABILA
INDUSTRIAL, has the power to sublease on a full or a partial basis the leased property.

b) SABILA INDUSTRIAL, sublessor, subleases MPCR an area of approximately 198 square meters, within the
plant of SABILA INDUSTRIAL, as a place of location of the works required for operation by the sublessee of
the equipment and machinery necessary to provide the manufacturing process.

c) The sublessee cannot sublease its rights under the lease without the prior written consent of the sublessor. And
it cannot, under any concept or circumstance, sublease the subleased property on a full or a partial basis.

d) The sublease herein agreed upon terminates with the termination or expiration of the main agreement, being this
sublease a part thereof. Likewise, it shall be extended if it is agreed to extend the term of the main agreement.

e) The sublessee can incorporate at its expense improvements and changes in the structures and foundations of
the subleased facilities with the previous permit from the sublessor. The improvements so incorporated shall
become the property of the sublessor, being clear and understood that the equipment, accessories, spare parts,
structures, piping, tanks and machinery in general that are removable and the property of the sublessee shall
remain its property. Upon termination of the Agreement, the sublessee shall remove its assets from the subleased
property, at its expense and within two months after such termination. Any assets that are not removed within
said term shall become the property of the sublessor without payment of any amount.

f) The price of the lease shall be the amount of US$ 1287 per month payable in advance on a monthly basis.

             THIRTEENTH:      Miscellaneous.
             -----------      --------------
                    (a)       Assignment prohibited.        The    partial or     full assignment of the




rights of MPCR under this Agreement is prohibited.

(b) Arbitration. All controversies or differences that may be derived from this Agreement or its performance,
liquidation or interpretation shall be solved by means of arbitration, in accordance with the Regulations of the
Center of Conciliation and Arbitration of the Chamber of Commerce of Costa Rica, by which rules and
procedures the parties agree to abide unconditionally.

(c) Relationship of the parties. The Parties intend that the relationship between them hereunder shall be solely that
of buyer and producer. Nothing herein shall be construed (a) to create a partnership or joint venture, (b) to
constitute either Party an agent or legal representative of the other Party; or (c) to create any fiduciary relationship
between the Parties. This Agreement does not grant any Party any right or authority to assume or create any
obligation or responsibility on behalf of any other Party, and no Parties shall be in any way responsible for the
debts of any other Party incurred under or pursuant to the terms of this Agreement.

(d) Cooperation. Each Party shall cooperate with the other Parties hereto and shall take such further action and
shall execute and deliver such further documents as may be reasonably necessary or desirable in order to carry
out the provisions and purposes of this Agreement.

(e) Severability. If a competent court declares that any provision of this Agreement is unenforceable or null, such
unenforceability or nullity shall not affect the validity of the remaining provisions of this Agreement, which shall
survive and continue in full force and effect.

(f) Amendment. This Agreement can only be amendment by agreement of SISA and MPCR, duly expressed in
writing in a document signed by all of them.

(g) Certified Date. Any party is hereby authorized to appear before a Notary Public to have the date of this
Agreement duly authenticated.

(h) Subscription of the Agreement. The authority of the individuals signing this Agreement on behalf of each party
has been duly confirmed by means of genuine documents admitted by all of them, which are made an integral part
of this Agreement.

(i) Domicile. For purposes of this Agreement, the domicile of all the parties is the city of Liberia, Province of
Guanacaste, Republic of Costa Rica, waiving the enforcement of their laws of origin and organization.

(j) Address of the parties. The parties specify their respective administrative offices at their industrial facilities in
Liberia, Guanacaste to keep records and make and receive payments. All notices hereunder shall be in writing
and shall be sent by (a) telecopier with confirmation of receipt, or (b) prepaid overnight delivery through a
nationally recognized courier service:
                                                  If to SISA, to:

                                               Sabila Industrial, S.A.

4 km South of Liberia, Guanacaste, COSTA RICA Attention: Jose Zuniga,General Manager

                                                 If to MPCR, to:

                                                     MPCR
                                                Avenida 3, Calle 12

Edificio Clima Ideal, contiguo al Pulmitan de Liberia Liberia, Guanacaste, COSTA RICA Attention: Fabio
Chaves

(k) Language. The parties agree that the English language shall be the official language for the execution,
performance and interpretation of this Agreement.

IN WITNESS WHEREOF, we have set our hand on two counterparts of this Agreement, one for each party
hereto, on the date and at the place previously specified.

             By: /s/ Jose A. Zuniga Blanco                       By: /s/ William Utz
             ---------------------------------------             -------------------------------
             Jose A. Zuniga Blanco                               William Utz
             Coordinator for South American Business             President
             Sabila Industrial S.A.                              Miradent Products of Costa Rica
    ANNEX 1   PAGE 1 OF 4 PAGES

    *


    ANNEX 1   PAGE 2 OF 4 PAGES

    *


    ANNEX 1   PAGE 3 OF 4 PAGES

    *


    ANNEX 1   PAGE 4 OF 4 PAGES




*
                              Exhibit 21.1

      SUBSIDIARIES OF CARRINGTON LABORATORIES, INC.

Name of Subsidiary                            Jurisdiction of Organization
------------------                            ----------------------------
Finca Savila, S.A.                                    Costa Rica
Carrington Laboratories International, Inc.           Texas
Hilcoa Corporation                                    California
Caraloe, Inc.                                         Texas
Sabila Industrial, S.A.                               Costa Rica
DelSite Biotechnologies, Inc.                         Delaware
                                               Exhibit 23.1

       CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTING FIRM

We have issued our report dated March 3, 2005, accompanying the consolidated financial statements and
schedule included in the Annual Report of Carrington Laboratories, Inc. on Form 10-K for the year ended
December 31, 2004. We hereby consent to the incorporation by reference of said report in the Registration
Statements of Carrington Laboratories, Inc. on Form S-8 (File No. 333-118303 effective August 17, 2004, File
No. 333-118304 effective August 17, 2004, File No. 333-89760 effective June 4, 2002, File No. 333-69372
effective September 14, 2001, File No. 33-64403 effective November 17, 1995, File No. 33-64405 effective
November 17, 1995, File No. 33-64407 effective November 17, 1995, File No. 33-55920 effective December
18, 1992, File No. 33-50430 effective August 4, 1992, File No. 33-42002 effective August 1, 1991, File No.
33-36041 effective July 30, 1990 and File No. 33-22849 effective June 30, 1988) and on Form S-3 (File No.
33-60833 effective July 11, 1995 and File No. 33-57360 effective February 17, 1993).

                                       GRANT THORNTON LLP

Dallas, Texas
March 3, 2005
                                                 Exhibit 23.2

          CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements (Forms S-8 Nos. 333-89760, 333-
69372, 33-64403, 333-118304, 333-11803, 33-64405, 33-64407, 33- 55920, 33-50430, 33-42002, 33-
36041 and 33-22849 and Forms S-3 Nos. 33-60833 and 33-57360) of our report dated February 28, 2003,
with respect to the December 31, 2002 consolidated statement of operations and the related consolidated
statements of shareholders' equity and cash flows for the year then ended, and the schedule for the period ended
December 31, 2002 of Carrington Laboratories, Inc. and subsidiaries included in their Annual Report (Form 10-
K) for the year ended December 31, 2004 filed with the Securities and Exchange Commission.

                                                                 /s/ Ernst & Young LLP
                     Dallas, Texas
                     March 3, 2005
                                                     Exhibit 31.1

                                                 CERTIFICATION

I, Carlton E. Turner, President and Chief Executive Officer of Carrington Laboratories, Inc., certify that:

1. I have reviewed this report on Form 10-K of Carrington Laboratories, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by
this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting; and

                   Dated:    March 24, 2005              /s/ Carlton E. Turner
                                                         -----------------------------------
                                                         Carlton E. Turner,
                                                         President & Chief Executive Officer
                                                         (principal executive officer)
                                                     Exhibit 31.2

                                                 CERTIFICATION

I, Robert W. Schnitzius, Vice President and Chief Financial Officer of Carrington Laboratories, Inc., certify that:

1. I have reviewed this report on Form 10-K of Carrington Laboratories, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the registrant as of,
and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;

b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the controls and procedures, as of the end of the period covered by
this report based on such evaluation; and

c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and
report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting; and

              Dated:    March 24, 2005             /s/ Robert W. Schnitzius
                                                   ------------------------------------------
                                                   Robert W. Schnitzius
                                                   Vice President and Chief Financial Officer
                                                   (principal financial and accounting officer)
                                                    Exhibit 32.1

                               Certification Pursuant to 18 U.S.C. Section 1350
                                     As Adopted Pursuant to Section 906
                                      of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Carrington Laboratories, Inc. (the "Company") on Form 10-K for the
fiscal year ended December 31, 2004 as filed with the Securities and Exchange Commission (the "Report"), I
Carlton E. Turner, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S. C. S
1350, as adopted pursuant to S 906 of the Sarbanes- Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                                    Date:       March 24, 2005




                                    /s/ Carlton E. Turner
                                    ---------------------
                                    President and Chief Executive Officer
                                                    Exhibit 32.2

                               Certification Pursuant to 18 U.S.C. Section 1350
                                     As Adopted Pursuant to Section 906
                                      of the Sarbanes-Oxley Act of 2002

In connection with the Annual Report of Carrington Laboratories, Inc. (the "Company") on Form 10-K for the
fiscal year ended December 31, 2004 as filed with the Securities and Exchange Commission (the "Report"), I
Robert W. Schnitzius, Chief Financial Officer of the Company, certify, pursuant to 18 U.S. C. S 1350, as
adopted pursuant to S 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of
1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

                                            Date:       March 24, 2005




                                            /s/ Robert W. Schnitzius
                                            ------------------------
                                            Chief Financial Officer

								
To top