ADVISORY  AGREEMENT


THIS  ADVISORY AGREEMENT (the "Agreement") is made this 22nd day of May, 2001 by
and  between  Pete  Chandler ("Advisor") and Humatech, Inc. 1718 Fry Road, Suite
450  Houston,  TX  77084  an  Illinois  corporation with its offices in, Texas .
("Company.")

WHEREAS,  Advisor  and  Advisors Personnel (as defined below) have experience in
evaluating  and  effecting  mergers  and  acquisitions,  advising  corporate
management,  and  in  performing general administrative duties for publicly-held
companies  and  development  stage  investment  ventures;  and


WHEREAS,  the Company desires to retain Advisor to advise and assist the Company
in  its  development  on  the  terms  and  conditions  set  forth  below.


NOW,  THEREFORE,  in  consideration  of  the  mutual  promises,  covenants  and
agreements  contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and Advisor
agree  as  follows:


1.  Engagement

The  Company  hereby  retains  Advisor,  effective  as  of  the date hereof (the
"Effective  Date")  and  continuing  until  termination,  as provided herein, to
assist  the  Company  in  its  effecting  the  purchase of businesses and assets
relative  to  its  business  and growth strategy, general business and financial
issues consulting, the introduction of the Company to public relations firms and
consultants  and  others  that may assist the Company in its marketing plans and
future  development (the "Services"). The Services are to be provided on a "best
efforts"  basis  directly  and  through Advisor's officers or others employed or
retained  and  under the direction of Advisor ("Advisor's Personnel"); provided,
however,  that the Services shall expressly exclude all legal advice, accounting
services or other services which require licenses or certification which Advisor
may  not  have  and  such  services  will  not  include assisting the Company in
procuring  funding  or  in  connection  with  any  financing  or capital raising
transaction  by  the  Company


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2.  Term

This  Agreement  shall  have  an  initial term of three (3) months (the "Primary
Term"),  commencing  with  the Effective Date.  At the conclusion of the Primary
Term  this  Agreement  will  automatically  be  extended  for the same term (the
"Extension  Period") unless Advisor or the Company shall serve written notice on
the  other  party  terminating  the  Agreement.  Any  notice  to terminate given
hereunder  shall  be in writing and shall be delivered at least thirty (30) days
prior  to  the  end  of  the  Primary  Term  or  any  subsequent
Extension  Period.

3.  Time  and  Effort  of  Advisor

Advisor  shall  allocate  time  and Advisor's Personnel as it deems necessary to
provide  the Services. The particular amount of time may vary from day to day or
week  to  week.  Except  as  otherwise  agreed,  Advisor's  monthly  statement
identifying,  in  general,  tasks  performed for the Company shall be conclusive
evidence  that the Services have been performed. Additionally, in the absence of
willful  misfeasance,  bad  faith,  negligence  or  reckless  disregard  for the
obligations  or  duties  hereunder  by  Advisor,  neither  Advisor nor Advisor's
Personnel  shall  be rendering the Services, including but not limited to losses
that  may  be  sustained  in  any  corporate  act  in  any  subsequent  Business
Opportunity  (as defined herein) undertaken by the Company as a result of advice
provided  by  Advisor  or  Advisors'  Personnel.

4.  Compensation

The Company agrees to pay Advisor a fee for the Services ("Advisory Fee") by way
of  the  delivery by the company of 300,000 shares of the Company's common stock
as  an  initial fee, these shares shall be delivered within seven (7) days after
the  execution  hereof.  All  shares transferred are considered fully earned and
non-assessable  as of the date hereof. The Company agrees to file a registration
statement  on  Form  S-8 in connection with the issuance of such shares provided
the  requirements  of  such form can be satisfied and the Company is eligible to
use  the  Form.

5.  Other  Services

If  the  Company enters into a merger or exchanges securities with, or purchases
the  assets  or  enters  into  a joint venture with, or makes an investment in a
company  introduced by Advisor (a "Business Opportunity"), the Company agrees to
pay  Advisor  a  fee equal to ten percent (10%) of the consideration paid by the
Company  in  connection with each Business Opportunity introduced by Advisor and
acquired  or  otherwise participated in by the Company (collectively referred to
herein,  in  each  instance,  as the ("Transaction Fee"), which shall be payable
immediately  following  the  closing  of  each  such transaction,  in restricted
shares of the Company's common stock or in kind at the Company's option. If paid
in  cash  the Transaction Fee shall be reduced to five percent (5%) of the value
of  the  consideration given by the Company in connection with such transaction.

6.  Registration  of  Shares

Company  agrees  that  any  shares  issued  to  satisfy a Transaction Fee may be
registered  by the Company with the Securities and Exchange Commission under any
subsequent  applicable  registration  statement  filed  by  the  Company  at the
Company's  discretion.  Such  issuance  or  reservation  of  shares  shall be in
reliance  on  representations  and  warranties  of  Advisor.


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7.  Costs  and  Expenses

All  third  party  and  out-of-pocket  expenses  incurred  by  Advisor  in  the
performance  of the Services or for the settlement of debts shall be paid by the
Company,  or  Advisor  shall  be  reimbursed if paid by Advisor on behalf of the
Company,  within  ten  (10)  days  of  receipt  of written notice by Consultant,
provided  that  the  Company  must  approve  in  advance  all  such  expenses.

8.  Place  of  Services

The  Services  provided  by  Advisor  or  Advisor's  Personnel hereunder will be
performed  at  Advisor's  offices except as otherwise mutually agreed by Advisor
and  the  Company.

9.  Independent  Contractor

Advisor  and  Advisor's  Personnel  will act as an independent contractor in the
performance  of  its  duties  under this Agreement. Accordingly, Advisor will be
responsible  for  payment of all federal, state, and local taxes on compensation
paid  under  this  Agreement,  including  income  and  social  security  taxes,
unemployment insurance, and any other taxes due relative to Advisor's Personnel,
and any and all business license fees as may be required. This Agreement neither
expressly  nor  impliedly  creates  a  relationship  of  principal and agent, or
employee  and  employer,  between  Advisor's Personnel and the Company.  Neither
Advisor  nor  Advisor's Personnel are authorized to enter into any agreements on
behalf  of  the  Company. The Company expressly retains the right to approve, in
its  sole  discretion,  each  Business Opportunity introduced by Advisor, and to
make all final decisions with respect to effecting a transaction or any Business
Opportunity.

10.  Rejected  Business  Opportunity

If,  during  the  Primary  Term  of  this Agreement or any Extension Period, the
Company  elects not to proceed to acquire, participate or invest in any Business
Opportunity  identified  and/or  introduced by Advisor, notwithstanding the time
and  expense  the  Company  may  have  incurred reviewing such transaction, such
Business Opportunity shall revert back to and become proprietary to Advisor, and
Advisor  shall  be  entitled to acquire or broker the sale or investment in such
rejected  Business  Opportunity  for  its  own account, or submit such assets or
Business Opportunity elsewhere.  In such event, Advisor shall be entitled to any
and all profits or fees resulting from Advisor's purchase, referral or placement
of  any such rejected Business Opportunity, or the Company's subsequent purchase
or  financing  with  such  Business  Opportunity  in  circumvention  of Advisor.

11.  No  Agency  Express  or  Implied

This  Agreement  neither  expressly  nor  impliedly  creates  a  relationship of
principal and agent between the Company and Advisor, or employee and employer as
between  Advisor's  Personnel  and  the  Company.


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12.  Termination

The  Company and Advisor may terminate this Agreement prior to the expiration of
the  Primary  Term  upon  thirty  (30)  days  written notice with mutual written
consent.  Failing  to have mutual consent, without prejudice to any other remedy
to  which  the  terminating  party  may  be  entitled,  if any, either party may
terminate  this  Agreement  with  thirty  (30)  days  written  notice  under the
following  conditions:

(A)  By  the  Company.

(i)  If  during  the  Primary  Term  of  this Agreement or any Extension Period,
Advisor  is  unable  or  fails  to  provide the Services as set forth herein for
thirty  (30)  consecutive  business  days because of illness, accident, or other
incapacity  of  Advisor's  Personnel;  or,

(ii)  If  Advisor  willfully  breaches  or  neglects  the  duties required to be
performed  hereunder;  or,

(iii)  At Company's option without cause upon 30 days written notice to Advisor;
or

(B)  By  Advisor.

(i)  If  the  Company  breaches  this Agreement or fails to make any payments or
provide  information  required  hereunder;  or,

(ii)  If  the Company ceases business or sells a controlling interest to a third
party,  or  agrees  to  a consolidation or merger of itself with or into another
corporation,  or  enters  into  such  a transaction outside of the scope of this
Agreement,  or  sells  substantially  all  of its assets to another corporation,
entity  or  individual  outside  of  the  scope  of  this  Agreement;  or,

(iii) If the Company subsequent to the execution hereof has a receiver appointed
for  its  business or assets, or otherwise becomes insolvent or unable to timely
satisfy  its obligations in the ordinary course of, including but not limited to
the  obligation  to  pay  the  the  Transaction  fee  or  the  Advisory Fee; or,

(iv)  If  the  Company  subsequent  to  the execution hereof institutes, makes a
general  assignment  for the benefit of creditors, has instituted against it any
bankruptcy  proceeding  for  reorganization  for  rearrangement of its financial
affairs,  files  a  petition  in  a  court  of  bankruptcy,  or is adjudicated a
bankrupt;  or,

(v) If any of the disclosures made herein or subsequent hereto by the Company to
Consultant  are  determined  to  be  materially  false  or  misleading.

In  the  event  Advisor  elects  to terminate without cause or this Agreement is
terminated  prior  to the expiration of the Primary Term or any Extension Period
by mutual written agreement, or by the Company for the reasons set forth in A(i)
and  (ii)  above,  the  Company  shall  only  be  responsible to pay Advisor for
un-reimbursed  expenses,  Advisory Fee and Transaction Fee earned and accrued up
to  and including approved, the effective date of termination. If this Agreement
is terminated by the Company for any other reason, or by Advisor for reasons set
forth  in  B(i)  through (v) above, Advisor shall be entitled to any outstanding
unpaid  portion  of approved reimbursable expenses, Transaction Fee, if any, and
for the remainder of the un-expired portion of the applicable term (Primary Term
or  Extension  Period)  of  the  Agreement.

13.  Indemnification

Subject  to  the  provisions herein, the Company and Advisor agree to indemnify,
defend  and  hold  each  other  harmless  from  and against all demands, claims,
actions,  losses,  damages,  liabilities,  costs and expenses, including without
limitation,  interest,  penalties  and  attorneys'  fees  and  expenses asserted
against  or  imposed  or incurred by either party by reason of or resulting from
any  action or a breach of any representation, warranty, covenant, condition, or
agreement  of  the  other  party  to  this  Agreement.

14.  Miscellaneous

(A)  Subsequent  Events.  Advisor and the Company each agree to notify the other
party  if,  subsequent  to  the  date  of  this  Agreement,  either party incurs
obligations  which  could  compromise  its  efforts  and  obligations under this
Agreement.

(B) Amendment.  This Agreement may be amended or modified at any time and in any
manner  only  by  an  instrument  in  writing  executed  by  the parties hereto.

(C)  Further  Actions  and  Assurances.  At any time and from time to time, each
party  agrees,  at  its  or  their  expense,  to take actions and to execute and
deliver  documents  as may be reasonably necessary to effectuate the purposes of
this  Agreement.

(D) Waiver. Any failure of any party to this Agreement to comply with any of its
obligations, agreements, or conditions hereunder may be waived in writing by the
party  to  whom  such  compliance  is  owed.  The  failure  of any party to this
Agreement  to  enforce at any time any of the provisions of this Agreement shall
in  no  way be construed to be a waiver of any such provision or a waiver of the
right  of  such  party  thereafter to enforce each and every such provision.  No
waiver of any breach of or noncompliance with this Agreement shall be held to be
a  waiver  of  any  other  or  subsequent  breach  or  noncompliance.

(E)  Assignment.  Neither  this  Agreement  nor any right created by it shall be
assignable  by  either  party  without  the  prior written consent of the other.


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(F)  Notices.  Any  notice  or other communication required or permitted by this
Agreement  must  be  in  writing  and  shall be deemed to be properly given when
delivered  in  person  to  an  officer of the other party, when deposited in the
United  States  mails  for  transmittal by certified or registered mail, postage
prepaid,  or  when deposited with a public telegraph company for transmittal, or
when  sent  by  facsimile  transmission  charges  prepared,  provided  that  the
communication  is  addressed:


(i)  In  the  case  of  the  Company:


                         Telephone:  (281)  828-2500
                         Tele-fax:  (281)  825-2530

                         Attention:  David  Williams


(ii)  In  the  case  of  Advisor:

                         Telephone:  (801)  393-4268

                         Tele  fax:  (801)  393-4269

                         Attention:  Pete  Chandler


or  to  such  other  person  or  address designated in writing by the Company or
Advisor  to  receive  notice.

(G) Headings. The section and subsection headings in this Agreement are inserted
for  convenience  only  and  shall  not  affect  in  any  way  the  meaning  or
interpretation  of  this  Agreement.

(H)  Governing  Law.  This  Agreement was negotiated and is being contracted for
in  Utah, and shall be governed by the laws of the State of Utah, and the United
States  of  America,  notwithstanding  any  conflict-of-law  provision  to  the
contrary.

(I) Binding Effect.  This Agreement shall be binding upon the parties hereto and
inure  to  the  benefit  of the parties, their respective heirs, administrators,
executors,  successors,  and  assigns.

(J)  Entire Agreement.  This Agreement contains the entire agreement between the
parties  hereto  and  supersedes  any and all prior agreements, arrangements, or
understandings  between  the  parties  relating  to  the  subject matter of this
Agreement.  No  oral  understandings,  statements,  promises,  or  inducements
contrary  to  the terms of this Agreement exist. No representations, warranties,
covenants,  or  conditions,  express or implied, other than as set forth herein,
have  been  made  by  any  party.


<PAGE>


(K)  Severability.  If  any part of this Agreement is deemed to be unenforceable
the  balance  of  the  Agreement  shall  remain  in  full  force  and  effect.

(L) Counterparts. A facsimile, telecopy, or other reproduction of this Agreement
may  be executed simultaneously in two or more counterparts, each of which shall
be  deemed  an  original, but all of which together shall constitute one and the
same  instrument,  by  one  or more parties hereto and such executed copy may be
delivered  by  facsimile or similar instantaneous electronic transmission device
pursuant  to  which the signature of or on behalf of such party can be seen.  In
this  event,  such execution and delivery shall be considered valid, binding and
effective  for  all  purposes.  At  the request of any party hereto, all parties
agree  to  execute  an  original  of  this  Agreement  as well as any facsimile,
telecopy  or  other  reproduction  hereof.

(M) Time is of the Essence. Time is of the essence of this Agreement and of each
and  every  provision  hereof.


IN  WITNESS  WHEREOF,  the  parties  have  executed  this
Agreement  on  the  date  above  written.

Humatech,  Inc
"Company"                         "Advisor"




 /s/ David Williams                   /s/ Pete Chandler
--------------------------------     ------------------------------------
Signature                             Signature

David  Williams                       Pete  Chandler
President,


5/22/01                              5/22/01
-------------------------------      ------------------------------------
Date                                 Date

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