Strategic Collaboration Agreement

                                                                Exhibit   10.1

  January 25, 2005

  Southern Research Institute

  2000 Ninth Avenue South

  Birmingham, AL   35205

  Attention: Dr. Thomas R. Tice

  Re:   Strategic Collaboration Agreement dated January 23, 2002 (the

      "Agreement") between Carrington Laboratories, Inc. ("Carrington") and

      Southern Research Institute ("Southern")

  Ladies and Gentlemen:

  As we have discussed, this binding letter agreement (the "Letter") will

  confirm the understanding of Carrington and Southern regarding the amendment

  of the Agreement.

  The parties hereby agree to extend the Collaboration Term (as defined in

  the Agreement) until January 23, 2006, subject to earlier termination of

  the Agreement in accordance with Article 7 thereof.   Notwithstanding such

  extension of the Collabo