HUMATECH, INC.
                             AN ILLINOIS CORPORATION

                            STOCK PURCHASE AGREEMENT
                           AND INVESTOR QUESTIONNAIRE

     1.     PURCHASE  OF  SHARES:  The  undersigned  (the  "Purchaser")  hereby
            --------------------
irrevocably  offers  to  purchase  (i)  One  Million  Three Hundred Seventy Five
Thousand  (1,375,000)  shares  (the  "Common  Stock")  of common stock, and (ii)
warrants  (the "Warrants" and, collectively with the Common Stock, the "Shares")
to  acquire  an  additional  One  Million  Three  Hundred  Seventy Five Thousand
(1,375,000)  shares of common stock, in form and substance substantially similar
to  Exhibit  B  attached  hereto  and  made a part hereof, of Humatech, Inc., an
Illinois corporation (the "Company"), for the sum of Five Hundred Fifty Thousand
($550,000),  which  amount, when and if accepted by the Company, will constitute
the payment by the Purchaser of the purchase price for the Shares (the "Purchase
Price").  The  Purchaser  shall  pay  the  Purchase Price in accordance with the
following  table:

     a.     $50,000  previously  paid  on  June  1,  2001  (125,000  shares)
                                           --------------
     b.     $50,000  previously  paid  on  July  5,  2001  (125,000  shares)
                                           --------------
     c.     $25,000  previously  paid  on  July  31,  2001  (62,500  shares)
                                      ---------------
     d.     $30,000  previously  paid  on  August  9,  2001  (75,000  shares)
                                      ----------------
     e.     $395,000  to  be paid by 5pm CST on Friday, August 24, 2001 (987,500
                                                        ---------------
            shares).

     Upon  receipt  of  payment, the Company shall promptly deliver to Purchaser
stock  certificates  in  the  name  of  the  Purchaser  for the number of shares
indicated  above.

     2.     REPRESENTATIONS,  WARRANTIES  AND  AGREEMENTS  BY  PURCHASER:  The
            ------------------------------------------------------------
Purchaser  hereby  represents,  warrants  and  agrees  as  follows:

            (a)   The Shares are being purchased by the Purchaser and not by any
other person, with the Purchaser's own funds and not with the funds of any other
person,  and for the account of the Purchaser, not as a nominee or agent and not
for  the  account  of  any  other  person.  On acceptance of this Stock Purchase
Agreement  by the Company, no other person will have any interest, beneficial or
otherwise, in the Shares.  The Purchaser is not obligated to transfer the Shares
to  any  other person nor does the Purchaser have any agreement or understanding
to  do  so.  The  Purchaser  is  purchasing  the  Shares  for  investment for an
indefinite period not with a view to the sale or distribution of any part or all
thereof  by  public  or private sale or other disposition.  The Purchaser has no
intention  of  selling, granting any participation in, or otherwise distributing
or  disposing  of  any  Shares.  The  Purchaser does not intend to subdivide the
Purchaser's  purchase  of  Shares  with  any  person.

            (b)   The  Purchaser  has been advised that the Shares have not been
registered  under  the  Securities  Act  of  1933,  as  amended  (the "Act"), or
qualified  under  the  securities law of any state, on the ground, among others,
that  no distribution or public offering of the Shares is to be effected and the
Shares  will be issued by the Company in connection with a transaction that does
not  involve  any  public offering within the meaning of section 4(2) of the Act
and/or  Rule  506  of Regulation D as promulgated by the Securities and Exchange
Commission  under  the  Act,  and under any applicable state blue sky authority.
The Purchaser understands that the Company is relying in part on the Purchaser's
representations as set forth herein for purposes of claiming such exemptions and
that  the  basis  for such exemptions may not be present if, notwithstanding the
Purchaser's  representations,  the Purchaser has in mind merely acquiring Shares
for  resale on the occurrence or nonoccurrence of some predetermined event.  The
Purchaser  has  no  such  intention.

            (c)   The  Purchaser,  either  alone  or  with  the  Purchaser's
professional  advisers  (i)  are  unaffiliated  with, have no equity interest in
(other than as set forth in the Investor Questionnaire attached hereto), and are
not  compensated  by,  the  Company  or  any  affiliate  or selling agent of the
Company,  directly  or  indirectly;  (ii)  has  such knowledge and experience in
financial  and  business matters that the Purchaser is capable of evaluating the
merits  and  risks  of  an  investment  in Shares; and (iii) has the capacity to
protect  the  Purchaser's  own  interests  in  connection  with  the Purchaser's
proposed  investment  in  the  Shares.

            (d)   The  Purchaser  acknowledges  that  the  Purchaser  has  been
furnished  with such financial and other information concerning the Company, the
directors and officers of the Company, and the business and proposed business of
the  Company  as  the  Purchaser  considers  necessary  in  connection  with the
Purchaser's  investment  in  Shares.  As  a  result, the Purchaser is thoroughly
familiar  with  the  proposed  business,  operations,  properties  and financial
condition  of  the  Company  and  has discussed with officers of the Company any
questions  the  Purchaser  may  have  had  with  respect thereto.  The Purchaser
understands:

               (i)     The  risks  involved  in  this  investment, including the
                       speculative  nature  of  the  investment;

               (ii)    The  financial  hazards involved in this investment,
                       including the risk of  losing  the  Purchaser's  entire
                       investment;

               (iii)   The  lack of liquidity and restrictions on transfers of
                       the  Shares;  and

               (iv)    The  tax  consequences  of  this  investment.

     The  Purchaser  has  consulted  with the Purchaser's own legal, accounting,
tax,  investment  and  other  advisers  with  respect to the tax treatment of an
investment  by  the  Purchaser  in  the  Shares  and  the merits and risks of an
investment  in  the  Shares.

            (e)   Understanding  that  the  investment  in  Shares  is  highly
speculative, the Purchaser is able to bear the economic risk of such investment.
The  Purchaser  is  an  "Accredited  Investor"  because  Purchaser  either:

               (i)     has  a  net  worth of at least $1,000,000 (including home
and  personal  property),  OR

               (ii)    had  an  individual income of more than $200,000 in each
of  the  two  most  recent  calendar  years,  and  reasonably expects to have an
individual  income  in excess of $200,000 in the current calendar year; or along
with  Purchaser's  spouse  had joint income in excess of $300,000 in each of the
two most recent calendar years, and reasonably expects to have a joint income in
excess  of  $300,000  in  the  current  calendar  year.

     For  purposes  of  this Stock Purchase Agreement, "individual income" means
"adjusted  gross  income" as reported for Federal income tax purposes, exclusive
of  any  income  attributable to a spouse or to property owned by a spouse:  (i)
the amount of any interest income received which is tax-exempt under Section 103
of  the Internal Revenue Code of 1986, as amended, (the "Code"), (ii) the amount
of  losses claimed as a limited partner in a limited partnership (as reported on
Schedule  E  of  form  1040),  (iii)  any  deduction claimed for depletion under
Section  611  et  seq.  of  the  Code  and  (iv) any amount by which income from
long-term  capital  gains  has been reduced in arriving at adjusted gross income
pursuant  to  the provisions of Sections 1202 of the Internal Revenue Code as it
was  in  effect  prior  to  enactment  of  the  Tax  Reform  Act  of  1986.

     For  purposes  of  this  Stock  Purchase  Agreement,  "joint income" means,
"adjusted  gross income," as reported for Federal income tax purposes, including
any  income  attributable  to  a  spouse  or  to property owned by a spouse, and
increased  by  the  following  amounts:  (i)  the  amount of any interest income
received  which  is tax-exempt under Section 103 of the Internal Revenue Code of
1986,  as  amended  (the "Code"), (ii) the amount of losses claimed as a limited
partner in a limited partnership (as reported on Schedule E of Form 1040), (iii)
any  deduction  claimed  for depletion under Section 611 et seq. of the Code and
(iv) any amount by which income from long-term capital gains has been reduced in
arriving  at adjusted gross income pursuant to the provisions of Section 1202 of
the  Internal  Revenue  Code  as  it was in effect prior to enactment of the Tax
Reform  Act  of  1986.

     For the purposes of the Stock Purchase Agreement, "net worth" means (except
as  otherwise  specifically  defined)  the excess of total assets at fair market
value,  including  home and personal property, over total liabilities, including
mortgages  and  income  taxes  on  unrealized  appreciation  of  assets.

            (f)   If  the  Purchaser  is an individual, the Purchaser is over 21
years  of age; and if the Purchaser is an unincorporated association, all of its
members  are  of  such  age.

            (g)   If  the  Purchaser  is  a  corporation,  partnership, employee
benefit  plan  or  IRA,  the  Purchaser  was  either:

                  (i)  not  formed  for  the purpose of investing in the Shares,
has or will have other substantial business or investments, and is (please check
one):

                       _____  an employee benefit plan within the meaning of
                       Title  I of the Employee Retirement Income Security Act
                       of  1974, provided that the investment decision is  made
                       by  a plan fiduciary, as defined in section 3(21) of such
                       Act, and the plan fiduciary is a bank, savings and  loan
                       association, insurance company or registered investment
                       adviser;  OR

                       _____  an employee benefit plan within the meaning of
                       Title  I of the Employee Retirement Income Security  Act
                       of  1974  that  has  total  assets  in  excess  of
                       $5,000,000;  OR

                       __X__  each  of  its  shareholders,  partners,  or
                       beneficiaries  is  an  Accredited  Investor;  OR

                       _____ the plan is a self directed employee benefit  plan
                       and  the  investment decision is made solely by a  person
                       that  is  an  Accredited  Investor;  OR

                       _____  a  corporation, a  partnership, or a Massachusetts
                       or  similar  business trust with total assets  in  excess
                       of  $5,000,000.

                  (ii) formed  for  the  specific  purpose  of investing in the
Shares,  and  is  an  Accredited  Investor  because  each of its shareholders or
beneficiaries  is  an  Accredited  Investor.

            (h)   If  the  Purchaser  is  a  Trust,  the  Purchaser  was either:

                  (i)  not  formed  for the specific purpose of investing in the
                       Shares,  and  is  an  Accredited  Investor  because
                       (please  check  one):

                       _____  the  trust  has  total  assets in excess of
                       $5,000,000 and the investment decision has been made by
                       a  "sophisticated  person";  OR

                       _____  the  trustee making the investment decision on its
                       behalf is a bank (as defined in Section 3(a)(2)  of  the
                       Act), a  saving and loan association or other institution
                       as  defined in Section 3(a)(5)(A) of the Securities  Act,
                       acting  in its fiduciary capacity; OR

                       _____  the  undersigned trustee certifies that the  trust
                       is an Accredited Investor because the grantor(s) of  the
                       trust  may  revoke  the  trust at any time and regain
                       title  to  the  trust  assets  and  has  (have)  retained
                       sole investment control over the assets of the trust  and
                       the  (each)  grantor(s)  is  an  Accredited Investor;  OR


                       _____  the  undersigned trustee certifies that the  trust
                       is  an  Accredited Investor because all of the beneficial
                       owners of the trust are Accredited Investors

                  (ii) formed  for  the  specific  purpose  of investing in the
                       Shares,  and  the  undersigned trustee certifies that the
                       trust is an Accredited Investor  because  the  grantor(s)
                       of the trust may revoke the trust at any time and  regain
                       title  to  the trust assets and has (have) retained sole
                       investment control  over the assets of the trust and the
                       (each) grantor(s) is an Accredited Investor.

            (i)   The  Purchaser,  if  not  an individual, is empowered and duly
authorized  to  enter  into  this  Stock  Purchase Agreement under any governing
document,  partnership  agreement,  trust  instrument,  pension  plan,  charter,
certificate  of  incorporation, bylaw provision or the like; this Stock Purchase
Agreement constitutes a valid and binding agreement of the Purchaser enforceable
against  the Purchaser in accordance with its terms; and the person signing this
Stock  Purchase  Agreement  on  behalf  of  the  Purchaser is empowered and duly
authorized to do so by the governing document or trust instrument, pension plan,
charter,  certificate  of  incorporation, bylaw provision, board of directors or
stockholder  resolution,  or  the  like.

            (j)   The Social Security Number or taxpayer identification shown in
this  Stock  Purchase  Agreement is correct, and the Purchaser is not subject to
backup  withholding  because  (i) the Purchaser has not been notified that he or
she  is  subject  to  backup  withholding as a result of a failure to report all
interest  and  dividends  or  ii)  the Internal Revenue Service has notified the
Purchaser  that  he  or  she  is  not  longer  subject  to  backup  withholding.

            (k)   The  Purchaser  hereby acknowledges and agrees that this Stock
Purchase  Agreement  is  an offer by the Purchaser to purchase the Shares, which
offer  may be accepted or declined by the Company.  The Purchaser hereby further
acknowledges  that this Stock Purchase Agreement does not constitute an offer by
the  Company to sell securities or a solicitation of an offer to buy securities.

            (l)   The  Purchaser  has  accurately  completed  the  Investor
Questionnaire attached hereto as Exhibit A and incorporated by reference herein.

     3.     REPRESENTATIONS,  WARRANTIES  AND  AGREEMENTS  BY  COMPANY:
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The  Company  hereby  represents,  warrants  and  agrees  as  follows:

            (a)   The  Company  hereby grants to Purchaser, for a period of five
(5)  years from the date hereof, a preemptive right to a pro rata portion of New
                                                         --- ----
Securities  (as defined below) which the Company, from time to time, may sell or
issue; provided, however, that this right shall not apply to the first 1,375,000
       --------
New  Securities  issued  by  the  Company.  Purchaser's  pro  rata  portion, for
                                                         ---  ----
purposes  of  this  Section  3(a), is the ratio of the number of shares owned by
Purchaser  (including common stock issuable upon exercise of warrants and vested
stock  options)  to  the  total  number  of  shares  owned  by all stock holders
(including  common  stock  issuable  upon exercise of warranted and vested stock
options).  New  Securities  shall  mean any common stock of the Company, whether
now authorized or not, and rights, options or warrants to purchase common stock,
and securities of any type whatsoever that are or may become convertible into or
exchangeable  for  common  stock; provided that the term New Securities does not
                                  --------
include  (i)  common stock issued as a stock dividend to holders of common stock
or  upon  any  subdivision or combination of shares of common stock, or (ii) the
issuance  of  stock  options,  or shares of common stock issued upon exercise of
stock  options,  which  are  issued pursuant to a Company employee, director, or
consultant  benefit  or  compensation  plan  approved  by the Company's Board of
Directors  in  the  ordinary  course of business.  The Company agrees to, within
fifteen  (15)  days  of  its  sale  of  New Securities which are subject to this
Section  3(a),  give  notice  to  Purchaser of Purchaser's rights hereunder, and
Purchaser  shall  have fifteen (15) days from the date of receipt of such notice
to  purchase  its  pro  rata  share of New Securities for the price and upon the
                   ---  ----
terms  specified  in  the  notice.

            (b)   If,  during the first five (5) years following this Agreement,
the  Company  or  its  controlling  shareholders  enter  into  Change of Control
Transaction  (defined  below),  then  the Company shall take reasonable steps to
ensure  that acquiring party in the Change of Control Transaction makes an offer
to  Purchaser  to  acquire  the Common Stock then owned by Purchaser on the same
terms as offered to other.  Purchaser shall have ten (10) days to accept or deny
any  such  offer.  A  Change  of  Control  Transaction  shall  include  (i)  the
consummation  of  a merger, consolidation, sale of the Company's stock, or other
reorganization  of the Company (other than a reincorporation of the Company), if
after giving effect to such merger, consolidation or other reorganization of the
Company,  the  stockholders  of  the  Company  immediately prior to such merger,
consolidation  or  other  reorganization do not represent a majority interest of
the  holders  of  voting securities (on a fully diluted basis) with the ordinary
voting  power to elect directors of the surviving or resulting entity after such
merger,  consolidation  or  other  reorganization;  or  (ii)  the sale of all or
substantially  all  of  the assets of the Company to a third party who is not an
affiliate  of  the  Company.  The  term  Change in Control Transaction shall not
include:  (a)  a transaction the sole purpose of which is to change the state of
the  Company's incorporation, or (b) a secondary public offering by the Company.

            (c)   So long as Purchaser is a holder of at least ten percent (10%)
of  the  Company's  common  stock  (including exercisable warrants and options),
Purchaser  MAY  nominate  one  (1) individual to serve on the Company's Board of
Directors.  Said  nominee  may be removed by the Company's Board of Director for
"Cause",  defined  as the commission of a felony, the breach of a fiduciary duty
owed  to the Company, or the willful commission of a dishonest act affecting the
Company.

            (d)   The  Company  agrees  to  promptly  procure  and  to  herewith
maintain,  for  a  period of five (5) years from the date hereof, a key man life
insurance  policy  respecting  David  Williams  that  is  reasonably  priced and
reasonably  acceptable  to Purchaser that provides for coverage of not less than
one  million dollars ($1,000,000).  The Company shall be the beneficiary of such
policy.

            (e)   The  Company  agrees that it shall obtain and maintain, for so
long as Purchaser has a nominee on its Board of Directors pursuant to subsection
(c)  hereof,  at  its  own cost and expense (not to exceed $18,000 per year), an
errors and omissions insurance policy including director liability coverage that
is  reasonable  acceptable  to  Purchaser.

            (f)   The Company is a corporation duly organized, validly existing,
and in good standing under the laws of the State of Illinois, with all requisite
corporate  power  and authority to execute, deliver, and perform this Agreement.
The  execution, delivery, and performance of this Agreement and the consummation
of  the transactions contemplated hereby and thereby, have been duly and validly
authorized  by  all necessary corporate action on the part of the Company.  This
Agreement  is a valid and legally binding obligation of the Company, enforceable
against it in accordance with its terms, except as enforcement may be limited by
bankruptcy,  insolvency,  moratorium  or  similar  laws  generally affecting the
enforcement  of  creditors'  rights.  Neither the execution and delivery of this
Agreement  nor  the  fulfillment  of  or compliance with the terms or provisions
hereof  or  thereof  will  result  in  a  breach  of  the  terms, conditions, or
provisions  of,  or constitute a default under, or result in a violation of, the
Certificate  of  Incorporation  or  Bylaws  of  the  Company  or  any agreement,
contract,  instrument, order, judgment or decree to which the Company is a party
or by which it is bound, or violate any provision of any applicable law, statute
or  rule  or regulation or any order, decree, writ or injunction of any court or
governmental  entity.

            (g)   The Company Common Stock, when issued and paid for pursuant to
the  terms of this Agreement, will be duly authorized in all necessary corporate
action,  validly  issued  and  fully  paid  and  non-assessable.

            (h)   No  materially  adverse  condition  or  event  has  occurred
respecting the Company since the Company's last filing with the Securities and
Exchange Commission  under  the  Securities  and  Exchange  Act  of  1934.

            (i)   The  Company  acknowledges  that,  at any time after a 90 day
waiting  period  following the date hereof, Purchaser may make a written request
of  the  Company for registration under the Securities Act of 1933 of all of the
Shares  (including  the  shares  of  common stock underlying the exercise of the
Warrants)  then  owned  by  Purchaser (the "Demand Request").  The Company shall
file  a  registration  statement  for  the  securities  identified in the Demand
Request  within  45  days  of receive thereof, and shall use its best efforts to
cause  the  same  to be declared effective by the SEC as promptly as practicable
after  such filing.  Purchaser agrees to I) pay one half of the costs related to
such  Demand  Request  and II) to fund the remainder of the costs related to the
Demand  Request in exchange for a promissory note from the Company equal to such
amount,  the  terms  of  which  shall  be  mutually  agreed  by  the Company and
Purchaser.

            (j)   The  Company  shall  timely  file  all  reports  and  other
information required to be filed by Section 13 or 15(d) under the Securities and
Exchange  Act of 1934 (the "1934 Act"), as amended, as the case may be, as shall
be necessary in order that the conditions to the availability of Rule 144 of the
1934  Act  in  connection  with  the sale of shares of common stock by Purchaser
shall  be  met,  at  no  cost  to  Purchaser.

     4.     AGREEMENT  TO REFRAIN FROM RESALES:  Without in any way limiting the
            ----------------------------------
representations  and  warranties  herein,  the Purchaser further agrees that the
Purchaser  shall  in  no  event  pledge,  hypothecate, sell, transfer, assign or
otherwise  dispose  of  any  of  the Shares, nor shall the Purchaser receive any
consideration  for  the  Shares  from  any person, unless and until prior to any
proposed  pledge, hypothecation, sale, transfer, assignment or other disposition
Purchaser  has  given  the  Company fourteen (14) days advance written notice of
such  transaction.

     5.     CERTIFICATES  REPRESENTING  SHARES  TO  BE  LEGENDED:  The Purchaser
            ----------------------------------------------------
understands  and agrees that any certificate representing the Shares or relating
to  the  Shares  may  bear such legends as the Company may consider necessary or
advisable to facilitate compliance with the Act, applicable state blue sky laws,
and  any other securities law, including without limitation legends stating that
the Shares have not been registered under the Act or qualified under the Law and
setting  forth  the  limitations  on  dispositions  imposed  hereby.

     6.     SHARES  WILL  BE  RESTRICTED  SECURITIES:  The Purchaser understands
            ----------------------------------------
that  the Shares will be "restricted securities" as that term is defined in Rule
144  under  the  Act and, accordingly, that the Shares must be held indefinitely
unless  they  are  subsequently  registered  under  the  Act and qualified under
applicable  state  blue  sky  law  and  any  other  applicable securities law or
exemptions  from  such  registration  and  qualification  as are available.  The
Purchaser understands that, except as provided in Section 3 herein,  the Company
is  under  no  obligation  to  register the Shares under the Act, to qualify the
Shares  under  any securities law, or to comply with any exemption under the Act
or  any other law.  The Purchaser understands that Rule 144 prevents the sale of
any  of  the  Shares for at least one year, and only then under certain specific
circumstances.

     7.     COMPANY  MAY REFUSE TO TRANSFER:  Notwithstanding the foregoing, if,
            -------------------------------
in  the  opinion of counsel for the Company, the Purchaser has acted in a manner
inconsistent  with  the  representations  and  warranties in this Stock Purchase
Agreement,  the Company may refuse to transfer the Purchaser's Shares until such
time  as counsel for the Company is of the reasonable opinion that such transfer
will  not  require  registration of the Shares under the Act or qualification of
the  Shares  under  applicable  blue  sky  law or any other securities law.  The
Purchaser  understands  and agrees that the Company may refuse to acknowledge or
permit  any  disposition of the Shares that is not in all respects in compliance
with  this  Stock  Purchase  Agreement  and  that the Company intends to make an
appropriate  notation  in  its  records  to  that  effect.

     8.     INDEMNIFICATION:  The  Purchaser  hereby  agrees  to  indemnify  and
            ---------------
defend  the  Company  and its directors and officers and hold them harmless from
and  against  any and all liability, damage, cost or expense incurred on account
of  or  arising  out  of:

            (a)   Any  breach  of  or  inaccuracy  in  the  Purchaser's
representations,  warranties  or  agreements  herein;

            (b)   Any  disposition  of  any  Shares  contrary  to  any  of  the
Purchaser's  representations,  warranties  or  agreements  herein;

            (c)   Any  action,  suit or proceeding based on (i) a claim that any
of  said representations, warranties or agreements were inaccurate or misleading
or  otherwise  cause  for  obtaining  damages or redress from the Company or any
director or officer of the Company under the Act, or (ii) any disposition of any
Shares.

     9.     SUCCESSORS:  The  representations,  warranties  and  agreements
            ----------
contained  in  this Stock Purchase Agreement shall be binding on the Purchaser's
successors,  assigns,  heirs  and  legal  representatives and shall inure to the
benefit  of  the  respective  successors  and  assigns  of  the  Company and its
directors  and  officers.

     10.    ATTORNEYS FEES:  In the event of a dispute involving this Agreement,
            --------------
the prevailing party shall be entitled to receive from the non-prevailing party,
attorneys  fees  and  costs  of litigation, including costs of experts and court
costs.

     11.    MISCELLANEOUS:
            --------------

            (a)   No  modification  or amendment of this Agreement or any waiver
of any provision  hereof  shall  be of any force or effect  except  by a written
document signed by both parties which  specifically references  this  Agreement.

            (b)   All  notices  or  advices required or permitted to be given by
or pursuant  to  this Agreement, shall be given in writing. All such notices and
advices  shall  be  (i)  delivered  personally,  (ii)  delivered by facsimile or
delivered  by  U.S. Registered or Certified Mail, Return Receipt Requested mail,
or  (iii)  delivered for overnight delivery by a nationally recognized overnight
courier  service.  Such  notices  and advices shall be deemed to have been given
(i)  the  first  business  day  following  the  date  of  delivery  if delivered
personally or by facsimile, (ii) on the third business day following the date of
mailing  if  mailed  by  U.S.  Registered  or  Certified  Mail,  Return  Receipt
Requested,  or  (iii) on the date of receipt if delivered for overnight delivery
by  a  nationally  recognized  overnight  courier service.  All such notices and
advices and all other communications related to this Agreement shall be given as
follows:

            If  to  Purchaser:        Medical  Media  Technologies,  LLC
                                      2700  N.  Hemlock  Ct.  Suite  111-B
                                      Broken  Arrow,  OK  74012
                                      918-251-8705  -  Telephone
                                      918-251-8708  -  Facsimile

            If  to  Company:          HumaTech,  Inc.
                                      1718  Fry  Rd.  #450
                                      Houston,  TX  77084
                                      800-729-0898  -  Telephone
                                      281-828-2530  -  Facsimile


            or to such  other address  as the party  may  have  furnished to the
            other parties in accordance herewith, except that  notice  of change
            of addresses  shall  be  effective  only  upon  receipt.


            (a)   This  Agreement,  and  all  the  provisions of this Agreement,
shall be deemed  drafted  by all of the  parties  hereto.  This Agreement  shall
not be interpreted strictly for or against any party, but solely in accordance
with the fair  meaning  of the provisions  hereof to effectuate the purposes and
intent of this  Agreement.

            (b)   This  Agreement  may  be executed in coun-ter---parts, each of
which shall be  deemed  an original.  This Agreement shall become effective only
when all of  the  parties hereto shall have executed the original or counterpart
hereof.  This  agreement  may  be  executed  and  delivered  by  a  facsimile
transmission of a counterpart  signature  page  hereof.

            (c)   A  party  to this Agreement may decide or fail to require full
or timely performance  of  any  obligation  arising  under this Agreement. The
decision or failure of a party hereto to require full or  timely  performance of
any obligation  arising  under  this  Agreement (whether on a single occasion or
on multiple occasions) shall not be deemed a waiver of any such obligation. No
such decisions or failures shall give rise to any claim of estoppel, laches,
course of  dealing,  amendment of this Agreement by course of dealing, or other
defense of  any  nature  to  any  obligation  arising  hereunder.

            (d)   Time is of the essence with respect to each obligation arising
under  this  Agreement.  The  failure  to  timely  perform an obligation arising
hereunder shall  be  deemed  a  failure  to  perform  the  obligation.

            (e)   In the event any provision of this Agreement, or the
application of such provision  to  any  person  or  set  of circumstances, shall
be determined to be invalid,  unlawful, or unenforceable to any extent for any
reason, the remainder of  this  Agreement,  and  the  application  of  such
provision  to  persons or circumstances  other  than  those  as  to  which it is
determined to be invalid, unlawful,  or  unenforceable, shall  not  be  affected
and shall continue to be enforceable to the  fullest  extent  permitted  by law.


TYPE  OF  OWNERSHIP  (Check  One):


     ____  INDIVIDUAL  OWNERSHIP             ____  PARTNERSHIP

     (One  signature  required)              (Please  include  a  copy  of  the
                                             Statement  of  Partnership  of
                                             Partnership  Agreement  authorizing
                                             signature)


     ____  COMMUNITY  PROPERTY               __X__  CORPORATION

     (One signature required)                (Please  include  Articles  of
                                             Incorporation  and  Certified
                                             Corporate  Resolution  authorizing
                                             signature)


     ____  TENANTS  IN  COMMON               ____  TRUST

     (Both  parties  must  sign)             (Please include name of trust, name
                                             of  trustee,  and  date  trust  was
                                             formed  and  include  copy  of  the
                                             Trust  Agreement  or  other
                                             authorization)


     ____  JOINT  TENANTS

     (Both  parties  must  sign)


<PAGE>


     I,  the undersigned, hereby certify under penalty of perjury under the laws
of  the  State  of  Texas, that the information contained herein is complete and
accurate and may be relied on by the Company. I will notify the Company promptly
of  any  material  change  in  any  of  such  information.






INVESTOR:                                      CO-INVESTOR:
--------                                       -----------


Medical  Media  Technologies,  LLC             _________________________________
----------------------------------             Print  or  type  name
Print  or  type  name

/s/ Dale B. Donaldson
___________________________________            _________________________________
Signature                                      Signature

Dated:  August  24,  2001                      Dated:  ______________,  2001


Dale  B. Donaldson, Managing Member            _________________________________
-----------------------------------
Name  and  title  of  person signing           Relation, if any, to Investor
on  behalf  of  investor,  if  applicable

73-1609233                                     _________________________________
----------
Soc.  Security  or  Tax  ID  Number            Soc. Security or Tax ID Number


Address:                                       Address:


2700  N.  Hemlock  Ct.  Suite  111-B           _________________________________


Broken  Arrow,  OK  74012                      _________________________________


THIS STOCK PURCHASE AGREEMENT IS ACCEPTED BY THE COMPANY WHEN EXECUTED AND DATED
BELOW.

Humatech,  Inc.
an  Illinois  corporation

/s/ David Williams
_______________________________                   Dated:  ________________, 2001
By:     David  Williams
Its:    President


<PAGE>


                                       EXHIBIT A


                               INVESTOR  QUESTIONNAIRE
                      (to  be  completed  by  each  Purchaser)


Name:                              Not  Applicable
                                   ---------------

Home  Phone

Work  Phone:

1.     a.  State  of  Residence:
       b.  For  how  long?
       c.  Do  you  maintain  a  residence  in  any  other  state?


2.     In  which  state(s)  do  you

           a.  File  state  income  tax  returns  :
           b.  Vote:
           c.  Hold  current  driver's  license:
           d.  Maintain  a  house  or  apartment:

3.     What  is  your  present  age?
       What  is  your  date  of  birth?

4.     Is  your  net  worth  in  excess  of  $1,000,000?  (For  purposes of this
question,  you  may  include  your  spouse's  net worth and may include the fair
market  value  of  your  home,  home  furnishings  and  automobiles).

       Yes  (    )   No  (    )

5.     Was  your  individual  gross  income during each of the past two years in
excess  of  $200,000?

       Yes  (    )   No  (    )

6.     If  your  answer to question 5 was yes, do you reasonably anticipate that
your  gross  income  for  the  current  year  will  be  in  excess  of $200,000?

       Yes  (    )  No  (    )


7.     Was  your  joint  gross  income with your spouse in excess of $300,000 in
each  of  the  last  two  years?

       Yes  (    )  No  (    )

8.     If  your  answer to question 7 was yes, do you reasonably anticipate that
your  joint gross income with your spouse for the current year will be in excess
of  $300,000?

       Yes  (    )  No  (     )

9.     Does this investment exceed twenty percent (20%) of your net worth?  (For
purposes  of this question, you may include your spouse's net worth and the fair
market  value  of  your  home,  home  furnishings  and  automobiles).

       Yes  (    )  No  (    )

10.    Does  this  investment exceed ten percent (10%) of your net worth?  (For
purposes  of this question, you may include your spouse's net worth and the fair
market  value  of  your  home,  home  furnishings  and  automobiles).

       Yes  (    )  No  (    )

11.    Your  estimated  gross  income  for  2001  is:
           Less  than  $75,000     _____
           $75,000  -  $200,000     _____
           Over  $200,000     _____

12.    Your  gross  income  for  2000  was:
           Less  than  $75,000     _____
           $75,000  -  $200,000     _____
           Over  $200,000     _____

13.    Your  gross  income  for  1999  was:
           Less  than  $75,000     _____
           $75,000  -  $200,000     _____
           Over  $200,000     _____

14.    Current  estimated  Net  Worth  (exclusive  of  home,  automobiles):
           Less  than  $150,000     _____
           $150,000  -  $250,000     _____
           Over  $250,000     _____


15.    Investment  Experience:

       (A)  Please indicate the  frequency of your investment in securities that
are  registered  and  transferred  on  one  or  more  of the major United States
securities  exchanges:  Often  _____   Occasionally _____   Seldom _____   Never
_____.

       (B)  Please indicate the frequency of your investment in securities which
are  purchased,  sold  or  transferred  in  private  transactions:  Often  _____
Occasionally  _____   Seldom  _____
Never  _____

       (C)  If  your  answer  to (A) or (B) above  was Seldom  or  Never, please
provide  your  qualifications  in  evaluating  the  merits  and  risks  of  this
investment?

______________________________________________________________________________
_______________________________________________________________________________

16.    Describe  below  any business or personal relationship you have with any
affiliates of the officers or directors of the Company or any of its affiliates,
subsidiaries or business entities in conjunction with this purchase of Shares in
the  Company,  including  a  statement  of  the name of the individual(s)and the
length  of  time  you  have  know  such  individual(s).

______________________________________________________________________________
_______________________________________________________________________________

17.    Have  you  participated  in  any  prior  investments  or  other business
transactions  with  the Company or its officers, directors, employees, agents or
any  of  its  affiliates?

       Yes  (   )  No  (   )  --  If  yes,  please  describe:

______________________________________________________________________________
_______________________________________________________________________________

18.    Do  you  currently  have  an  equity  interest  in  the  Company?

       Yes  (   )  No  (   )  --  If  yes,  please  describe:

______________________________________________________________________________
_______________________________________________________________________________