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 Co
