CONSULTING AGREEMENT

     THIS  CONSULTING  AGREEMENT  (the  "Agreement"),  dated  as  of October 12,
2001(the  "Effective Date"), is entered into by and between Humatech, Inc., 1718
Frye  Road,  Suite  450, Houston, Texas 77084, an Illinois corporation ("HUMT"),
and Robert P. Atwell, 1000 Ortega Way #C Placentia, CA 92870, an individual (the
"Consultant").

                              W I T N E S S E T H:

     WHEREAS,  HUMT  desires to have the Consultant perform certain services and
to  be  assured  of  the  Consultant's  services  on  the  terms  and conditions
hereinafter  set  forth;  and

     WHEREAS, the Consultant desires to perform certain services for HUMT and is
willing  to  accept  such  retention  by  HUMT  on  those  terms  and conditions
hereinafter  set  forth.

     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, HUMT and the Consultant
agree  as  follows:

     (1)  Services.  The  services ("Services") may include, but are not limited
to,  the  following:

               a.  Administration.  The  Consultant  will  provide  HUMT  with
          administrative  services,  including,  but  not limited to, securities
          documentation,  general business consulting and additional services as
          mutually  agreed  upon  between  the  parties  hereto.

               b. Marketing. The Consultant may assist HUMT in the marketing and
          advertising  of  HUMT  and  its  products.

               c.  Networking.  The  Consultant may provide certain professional
          networking opportunities for  HUMT.  Such  opportunities  may  include
          introductions  to,  and  the  formulation  and  maintenance  of
          relationships  with,  key  business contacts in the United States  and
          Europe.

               d.  Miscellaneous. In addition to the services set forth above in
          this  Section  1,  the  Consultant  may  provide  additional  guidance
          reasonably related  to  the  administrative  and corporate development
          of  HUMT.


     (2)  Retention.  HUMT hereby retains the Consultant to provide the Services
and  the  Consultant  accepts  such retention, upon the terms and subject to the
conditions  set  forth  in  this  Agreement.

     (3)  Term. The term of this Agreement shall be for a period of one (1) year
from  the  Effective  Date  (the  "Term").

     (4) Duties. During the Term of this Agreement, the Consultant shall perform
such  duties  as  may  be assigned to her from time to time by the President and
Chief  Executive  Officer  and/or  Board  of  Directors of HUMT. Notwithstanding
anything herein to the contrary, at all times the relationship of the Consultant
to HUMT shall be that of independent contractors. Consultant shall allocate time
and  Consultant'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, Consultant's monthly statement identifying, in general, tasks
performed  for  HUMT  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
Consultant, neither Consultant nor Consultant'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 undertaken by HUMT as a
result  of  advice  provided  by  Consultant  or  Consultants'  Personnel.

     (5)  Consideration. HUMT agrees to pay Consultant a fee for the Services by
way  of  the  delivery  by  HUMT  of 500,000 shares of HUMT'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, resulting in Consultant's ownership of the
foregoing  shares  vesting  on the Effective Date. The shares will be registered
with  the  United  States  Securities  and  Exchange  Commission  on  Form  S-8.

     (6)  Expenses.  During  the  Term of this Agreement, and upon submission of
proper  invoices,  receipts,  the Consultant shall be reimbursed by HUMT for all
reasonable business expenses actually and necessarily incurred by the Consultant
on  behalf of HUMT in connection with the performance of the Services under this
Agreement.

     (7)  Representations. The Consultant represents and warrants that he is not
a  party  to,  or  bound  by,  any  agreements or commitments, or subject to any
restrictions,  including  but  not  limited  to  agreements  related to previous
employment  or  retention  containing  confidentiality or non-compete covenants,
which  may  have  a  possibility  of  adversely affecting the performance of her
duties  under  this  Agreement.

     (8)  Confidentiality.  The  Consultant acknowledges that as a result of the
performance of her duties under this Agreement, he has and will continue to have
knowledge  of,  and  HUMT  to, proprietary and confidential information of HUMT,
including, without limitation, inventions, trade secrets, technical information,
know-how,  plans, specifications, methods of operations, financial and marketing
information  and  the  identity  of  customers  and suppliers (collectively, the
"Confidential Information"). Accordingly, the Consultant shall not, at any time,
either  during or subsequent to the term of this Agreement, use, reveal, report,
publish,  transfer  or otherwise disclose any of the Confidential Information to
third  parties  without  the  prior  written  consent  of  HUMT, except for such
information which is or becomes part of general public knowledge from authorized
sources  or  information  that  they  are required to disclose by a governmental
agency  or  law.

     (9) Limitation of Liability. IN NO EVENT SHALL CONSULTANT BE LIABLE TO HUMT
UNDER  THIS  AGREEMENT  OR  OTHERWISE  FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL,
PUNITIVE,  OR  SPECIAL  DAMAGES,  INCLUDING  LOST PROFITS, EVEN IF HUMT HAS BEEN
ADVISED  OF  THE  POSSIBILITY  OF  SUCH  DAMAGES. IN ANY EVENT, THE LIABILITY OF
CONSULTANT  TO HUMT FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER SHALL
BE LIMITED TO THE COMPENSATION THEN PREVIOUSLY PAID TO CONSULTANT BY HUMT OR THE
CORRECTION OF ANY ALLEGED DEFAULT UNDER THIS AGREEMENT AT THE SOLE DISCRETION OF
HUMT.


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(10)  Miscellaneous.

     (a) Entire Agreement. This Agreement sets forth the entire understanding of
the  parties  and  merges and supersedes any prior or contemporaneous agreements
between  the  parties  pertaining  to  the  subject  matter  hereof.

     (b)  Waivers  and Modification. No modification of this Agreement or waiver
of  any  term  or  condition  herein shall be effective unless it refers to this
Agreement,  explicitly  states  that  it  intends to modify this Agreement or to
waive  a  term or condition herein, is in writing, and is signed by both parties
hereto.  Terms  contrary  or  in  addition to the terms of this Agreement in any
document  or correspondence shall have no effect whatsoever unless said document
or  correspondence  meets  the  aforesaid  conditions. Any waiver of any term or
condition  of  this Agreement, or of the breach of any covenant, representation,
or  warranty  contained  herein,  in  any  one instance, shall not operate or be
deemed  to  be  or  construed  as  a  further or continuing waiver of such term,
condition,  or  breach  of  covenant, representation, or warranty, nor shall any
failure  to  exercise, or delay in exercising, any right, remedy, or power under
this  Agreement  operate  as  a  waiver thereof, nor shall any single or partial
exercise  of any right, remedy, or power under this Agreement preclude any other
or  further  exercise  thereof,  or  the exercise of any other right, remedy, or
power  provided  herein  or  by  law  or  in  equity.

     (c)  Successors  and  Assigns. Neither party shall have the right to assign
this  Agreement,  or any rights or obligations hereunder, without the consent of
the  other  party; provided, however, that upon the sale of all or substantially
all of the assets, business and goodwill of HUMT to another company, or upon the
merger or consolidation of HUMT with another company, this Agreement shall inure
to  the  benefit  of, and be binding upon, HUMT purchasing such assets, business
and  goodwill, or surviving such merger or consolidation, as the case may be, in
the  same  manner and to the same extent as though such other company were HUMT.
Subject  to  the foregoing, this Agreement shall inure to the benefit of, and be
binding  upon,  the  parties  hereto  and  their  legal  representatives, heirs,
successors  and  permitted  assigns.

     (d)  Severability. If any provision of this Agreement is held to be invalid
or  unenforceable  by  a  court  of  competent  jurisdiction, such invalidity or
unenforceability  shall  not affect the validity and enforceability of the other
provisions  of  this  Agreement  and  the  provision  held  to  be  invalid  or
unenforceable  shall be enforced as nearly as possible according to its original
terms  and  intent  to  eliminate  such  invalidity  or  unenforceability.

     (e) Continuing Obligations. Rights and obligations theretofore accruing but
not satisfied as of the termination of this Agreement shall remain in full force
and  effect  until  satisfied  in  accordance  with  this  Agreement.

     (f)  Force  Majeure.  The  Consultant shall not be in default to HUMT under
this  Agreement  for  any  delay  or  failure  to  perform  due to causes beyond
Consultant's  reasonable  control.

     (g)  Headings.  The  headings contained in this Agreement are for reference
purposes  only  and shall not in any way affect the meaning or interpretation of
this  Agreement.

     (h) Communications. All notices, requests, demands and other communications
under  this Agreement shall be in writing and shall be deemed to have been given
at the time personally delivered or when mailed in any United States post office
enclosed  in a registered or certified postage prepaid envelope and addressed to
the addresses set forth below, or to such other address as any party may specify
by  notice  to  the other party; provided, however, that any notice of change of
address  shall  be  effective  only  upon  receipt.

              To  HUMT:                  Humatech,  Inc.
                                         1718  Frye  Road,  Suite  450  Houston,
                                         Texas  77084
                                         Telephone:     281.828.2500
                                         Telecopier:     281.825.2530

              To  the  Consultant:       Robert  P.  Atwell
                                         1000  Ortega  Way  #C
                                         Placentia,  CA  92870
                                         Telephone:     909.471.1069
                                         Telecopier:  909.471.0829


     (i)  Arbitration.  Any  controversy  or claim arising out of or relating to
this  Agreement,  or  the  breach  thereof,  shall  be  settled  by  arbitration
administered  by the American Arbitration Association ("AAA") in accordance with
its Commercial Rules (including its Emergency Interim Relief Procedures] and its
supplementary  procedures  for Securities Arbitration, and judgment on the award
rendered  by  the  arbitrators  may  be entered in any court having jurisdiction
thereof.  The  matter  shall  be  heard  in  Florida by a panel of three (3) AAA
arbitrators, one picked by the Investor, one picked by the Seller, and the third
agreed  to  by  the  two  selected arbitrators. The Seller and the Investor, for
themselves  and  their  respective  successors  in  interest, hereby irrevocably
consent  to  such  jurisdiction,  venue  and  binding  arbitration,  and  hereby
irrevocably  waive  any  claim  of  forum non-conveniens or right to change such
venue  or  to  litigate  the  underlying  dispute  in  court.

     (j)  Governing  Law.  This  Agreement  is  made  and  executed and shall be
governed  by  the laws of the State of Texas, without regard to the conflicts of
law  principles  thereof.

     (k)  No  Third-Party  Beneficiaries.  Each  of  the  provisions  of  this
Agreement  is for the sole and exclusive benefit of the parties hereto and shall
not  be  deemed  to  be  for  the  benefit  of  any  other  person  or  entity.

     (l)  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each  of  which  shall  be  deemed  an  original but all of which
together  shall  constitute  one  and  the  same  instrument.

<PAGE>

     (m)  Contra  Proferentem  Waived.  This  Agreement  was  drafted  by  the
Consultant.  However,  all  parties  to this Agreement have been or have had the
opportunity  to be represented by legal counsel, and hereby waive application of
the  rule  of contract construction which provides that terms shall be construed
against  the  drafting  party.

     (n)  Independent Contractor. Consultant and Consultant's Personnel will act
as  an  independent  contractor  in  the  performance  of  its duties under this
Agreement.  Accordingly,  Consultant  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 Consultant'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
Consultant's  Personnel  and HUMT. Neither Consultant nor Consultant's Personnel
are  authorized  to  enter into any agreements on behalf of HUMT. HUMT expressly
retains  the right to approve, in its sole discretion, each business opportunity
introduced  by  Consultant,  and  to  make  all  final decisions with respect to
effecting  a  transaction  or  any  business  opportunity.

     (o)  No  Agency  Express  or  Implied. This Agreement neither expressly nor
impliedly  creates  a  relationship  of  principal  and  agent  between HUMT and
Consultant, or employee and employer as between Consultant's Personnel and HUMT.


     (p)  Termination. HUMT and Consultant may terminate this Agreement prior to
the  expiration  of  the  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:


          (1)  By  HUMT.


               (i) If during the Primary Term of this Agreement or any Extension
          Period,  Consultant  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 Consultant's Personnel; or,

               (ii) If Consultant 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 Consultant;  or

          (2)  By  Consultant.

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

               (ii)  If  HUMT  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 HUMT 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
          Consultancy  Fee;  or,


               (iv)  If  HUMT  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
          HUMT  to  Consultant  are  determined  to  be  materially  false  or
          misleading.


               In the event Consultant elects to terminate without cause or this
          Agreement  is terminated prior to the expiration of the Term by mutual
          written  agreement,  or  by HUMT for the reasons set forth in 1(i) and
          (ii)  above,  HUMT  shall  only  be  responsible to pay Consultant for
          un-reimbursed  expenses,  Consultancy Fee earned and accrued up to and
          including  approved  upon  the  effective date of termination. If this
          Agreement is terminated by HUMT for any other reason, or by Consultant
          for  reasons  set forth in 2(i) through (v) above, Consultant shall be
          entitled  to  any  outstanding unpaid portion of approved reimbursable
          expenses,  and  for  the  remainder  of  the un-expired portion of the
          applicable  term  of  the  Agreement.

     (q)  Indemnification. Subject to the provisions herein, HUMT and Consultant
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. HUMT acknowledges
and  affirms that it will not request, require or otherwise induce Consultant to
become  involved  in  any  activities whatsoever that would result in Consultant
violating  any  provisions  of  the  Securities  Act of 1933, as amended, or the
Securities  Exchange Act of 1934, as amended, including, but not limited to, the
provisions  of  Form  S-8, Regulations S-K and S-B, and HUMT agrees to indemnify
and  hold  harmless  Consultant  from  any  violation  thereof.


<PAGE>

     (r)  Authority.  By  signing below, each person executing this Agreement on
behalf  of  a  party hereby personally warrants that said person has the express
authority  to  so  execute  this  Agreement  and  bind  said  party  hereto.

     IN  WITNESS  WHEREOF,  each  of  the  parties hereto has duly executed this
Agreement  as  of  the  date  set  forth  above.


By:  /s/  David  Williams                    By:  /s/  Robert  P.  Atwell

David  Williams                              Robert  P.  Atwell
President                                    1000  Ortega  Way  #C
Humatech,  Inc.                              Placentia,  CA  92870
1718  Frye  Road,  Suite  450
Houston,  Texas  77084