EXHIBIT A
                                 HUMATECH, INC.
                                 --------------

             Notice of Exercise and Common Stock Purchase Agreement
             ------------------------------------------------------

     THIS  AGREEMENT  is  dated  as of ___________, ____, between Humatech, Inc.
(the  "Company"),  and  _________________  ("Purchaser").

                              W I T N E S S E T H:
     WHEREAS,  the  Company  and  Purchaser  are  parties  to  that  certain ___
Incentive  ___ Nonstatutory Stock Option Agreement dated as of ___________, ____
(the  "Option  Agreement")  pursuant  to  which  the  Purchaser has the right to
purchase  up  to  ______  shares  of  the  Company's  common  stock (the "Option
Shares");  and

     WHEREAS,  the  Option  is exercisable with respect to certain of the Option
Shares  as  of  the  date  hereof;  and

     WHEREAS,  pursuant  to  the Option Agreement, Purchaser desires to purchase
shares of the Company as herein described, on the terms and conditions set forth
in  this  Agreement,  the  Option  Agreement and the Humatech, Inc. 2002 Omnibus
Securities  Plan  (the "Plan"). Certain capitalized terms used in this Agreement
are  defined  in  the  Plan.

     NOW,  THEREFORE,  it  is  agreed  between  the  parties  as  follows:

SECTION  1:   PURCHASE  OF  SHARES.
-----------------------------------

     (a)     Pursuant  to  the  terms  of the Option Agreement, Purchaser hereby
agrees  to purchase from the Company and the Company agrees to sell and issue to
Purchaser  _________  shares of the Company's common stock (the "Stock") for the
Exercise  Price  per share specified in the Option Agreement payable by personal
check,  cashier's check or money order, if permitted by the Option Agreement, as
follows:  _______________________________.  Payment  shall  be  delivered at the
Closing,  as  such  term  is  hereinafter  defined.

     (b)     The closing hereunder (the "Closing") shall occur at the offices of
the  Company  on  __________,  ____,  or  such  other  time  and place as may be
designated  by  the  Company  (the  "Closing  Date").


SECTION  2:   REPURCHASE  OPTION
--------------------------------

     All  unvested  shares  of  the Stock purchased by the Purchaser pursuant to
this Agreement (sometimes referred to as the "Repurchase Option Stock") shall be
subject  to  the  following  option  (the  "Repurchase  Option"):

     (a)     In  the  event  the  Purchaser  terminates service with the Company
("Service")  for any reason, with or without cause, the Company may exercise the
Repurchase  Option.

<PAGE>

     (b)     Purchaser  understands  that  the  Stock  is being sold in order to
induce Purchaser to become and/or remain associated with the Company and to work
diligently  for  the success of the Company and that the Repurchase Option Stock
will  continue  to  vest in accordance with the schedule set forth in the Option
Agreement.  Accordingly,  the Company shall have the right at any time within 90
days  after the termination of Service to purchase from the Purchaser all shares
of  Stock purchased hereunder which have not vested in accordance with the terms
of  such  vesting  schedule in the Option Agreement. The purchase price for such
unvested shares of Repurchase Option Stock shall be the Exercise Price per share
paid  by  Purchaser for such shares pursuant to the Option (the "Option Price").
The  purchase  price  shall  be  paid  by  certified  or  cashier's  check or by
cancellation  of  any  indebtedness  of  Purchaser  to  the  Company.

     (c)     Nothing  in  this  Agreement  shall  be  construed  as  a right  by
purchaser  to  be  employed  by  Company,  or a parent or subsidiary of Company.

SECTION  3:   EXERCISE  OF  REPURCHASE  OPTION
----------------------------------------------

     The  Repurchase  Option  shall  be exercised by written notice signed by an
officer of the Company and delivered or mailed as provided in Section 16 of this
Agreement  and to the Escrow Agent as provided in Section 16 of the Joint Escrow
Instructions  attached  as  Exhibit  B  to  the  Option  Agreement.

SECTION  4:   WAIVER,  ASSIGNMENT,  EXPIRATION  OF  REPURCHASE  OPTION
----------------------------------------------------------------------

     If  the Company waives or fails to exercise the Repurchase Option as to all
of  the  shares subject thereto, the Company may, in the discretion of its Board
of  Directors,  assign  the  Repurchase Option to any other holder or holders of
preferred  or  common  stock of the Company in such proportions as such Board of
Directors may determine.  In the event of such an assignment, the assignee shall
pay  to  the  Company  in  cash  an amount equal to the fair market value of the
Repurchase  Option.  The  Company  shall promptly, upon expiration of the 90-day
period  referred to in Section 2 above, notify Purchaser of the number of shares
subject  to the Repurchase Option assigned to such stockholders and shall notify
both  the Purchaser and the assignees of the time, place and date for settlement
of  such  purchase, which must be made within 90 days from the date of cessation
of  continuous  employment.  In the event that the Company and/or such assignees
do  not  elect to exercise the Repurchase Option as to all or part of the shares
subject  to  it,  the  Repurchase Option shall expire as to all shares which the
Company  and/or  such  assignees  have  not  elected  to  purchase.

SECTION  5:   ESCROW  OF  SHARES
--------------------------------

     (a)     As  security  for  Purchaser's faithful performance of the terms of
this Agreement and to ensure the availability for delivery of Purchaser's shares
upon  exercise of the Repurchase Option herein provided for, Purchaser agrees at
the  Closing hereunder, to deliver to and deposit with the Escrow Agent named in
the Joint Escrow Instructions attached to the Option Agreement as Exhibit B, the
certificate  or  certificates  evidencing  the  Option  Stock  subject  to  the
Repurchase  Option  and  two Assignments Separate from Certificate duly executed
(with  date  and  number  of shares in blank) in the form attached to the Option
Agreement  as  Exhibit D.  Such documents are to be held by the Escrow Agent and
delivered  by  the Escrow Agent pursuant to the Joint Escrow Instructions, which
instructions  shall  also  be  delivered  to  the  Escrow  Agent  at the Closing
hereunder.

     (b)     Within  30  days  after  the  last day of each successive completed
calendar  quarter  after  the Closing Date, if Purchaser so requests, the Escrow
Agent  will  deliver  to  Purchaser  certificates representing so many shares of
Stock  as  are  no  longer subject to the Repurchase Option (less such shares as
have  been  previously  delivered).  Ninety  days after cessation of Purchaser's
employment  with the Company the Company will direct the Escrow Agent to deliver
to Purchaser a certificate or certificates representing the number of shares not
repurchased  by  the  Company  or  its  assignees  pursuant  to  exercise of the
Repurchase  Option  (less  such  shares  as  have  been  previously  delivered).

<PAGE>

SECTION  6:   ADJUSTMENT  OF  SHARES
------------------------------------

     Subject  to the provisions of the Articles of Incorporation of the Company,
if,  from  time  to  time  during  the  term  of  the  Repurchase  Option:

     (a)     there  is any stock dividend or liquidating dividend of cash and/or
property,  stock  split or other change in the character or amount of any of the
outstanding  securities  of  the  Company,  or

     (b)     there  is any consolidation, merger or sale of all or substantially
all,  of  the  assets  of  the  Company,  then,  in such event, any and all new,
substituted  or  additional  securities  or other property to which Purchaser is
entitled  by  reason of Purchaser's ownership of the shares shall be immediately
subject  to  such Repurchase Option with the same force and effect as the shares
of  Option  Stock  from time to time subject to the Repurchase Option. While the
total Option Price shall remain the same after each such event, the Option Price
per  share  of  Option  Stock  upon  exercise  of the Repurchase Option shall be
appropriately  and equitably adjusted as determined by the Board of Directors of
the  Company.

SECTION  7:   THE  COMPANY'S  RIGHT  OF  FIRST  REFUSAL.
--------------------------------------------------------

     Before  any  shares  of  Stock  registered in the name of Purchaser and not
subject  to  the Repurchase Option may be sold or transferred, such shares shall
first  be  offered  to  the  Company  as  set  forth  in  the  Option Agreement.

SECTION  8:   PURCHASER'S RIGHTS AFTER EXERCISE OF REPURCHASE OPTION OR RIGHT OF
--------------------------------------------------------------------------------
FIRST  REFUSAL.
---------------

     If the Company makes available, at the time and place and in the amount and
form  provided  in  this  Agreement,  the  consideration  for  the  Stock  to be
repurchased  in  accordance  with  the  provisions  of  Sections 2 and 7 of this
Agreement, then from and after such time the person from whom such shares are to
be repurchased shall no longer have any rights as a holder of such shares (other
than  the right to receive payment of such consideration in accordance with this
Agreement).  Such  shares shall be deemed to have been repurchased in accordance
with  the  applicable  provisions  hereof,  whether  or  not  the certificate(s)
therefor  have  been  delivered  as  required  by  this  Agreement.

SECTION  9:   TRANSFER  BY  PURCHASER  TO  CERTAIN  TRUSTS.
-----------------------------------------------------------

     Purchaser  shall  have  the  right  to  transfer  all  or  any  portion  of
Purchaser's  interest  in the shares issued under this Agreement which have been
delivered to Purchaser under the provisions of Section 5 of this Agreement, to a
trust  established by Purchaser for the benefit of Purchaser, Purchaser's spouse
or  Purchaser's  children,  without being subject to the provisions of Section 7
hereof,  provided that the trustee on behalf of the trust shall agree in writing
to be bound by the terms and conditions of this Agreement.  The transferee shall
execute  a  copy of Exhibit C attached to the Option Agreement and file the same
with  the  Secretary  of  the  Company.

<PAGE>

SECTION  10:   LEGEND  OF  SHARES.
----------------------------------

     All  certificates  representing  the  Stock  purchased under this Agreement
shall,  where  applicable,  have  endorsed  thereon the legends set forth in the
Option  Agreement  and any other legends required by applicable securities laws.

SECTION  11:   PURCHASER'S  INVESTMENT  REPRESENTATIONS.
--------------------------------------------------------

     (a)     This  Agreement is made with Purchaser in reliance upon Purchaser's
representation  to the Company, which by Purchaser's acceptance hereof Purchaser
confirms,  that  the  Stock  which  Purchaser will receive will be acquired with
Purchaser's  own  funds  for investment for an indefinite period for Purchaser's
own  account,  not  as  a  nominee  or agent, and not with a view to the sale or
distribution of any part thereof, and that Purchaser has no present intention of
selling,  granting  participation  in,  or  otherwise distributing the same, but
subject,  nevertheless,  to  any  requirement  of  law  that  the disposition of
Purchaser's  property  shall  at  all  times  be within Purchaser's control.  By
executing  this  Agreement, Purchaser further represents that Purchaser does not
have any contract, understanding or agreement with any person to sell, transfer,
or  grant  participation, to such person or to any third person, with respect to
any  of  the  Stock.

     (b)     Purchaser  understands  that  the  Stock  will not be registered or
qualified  under  federal  or  state securities laws on the ground that the sale
provided  for  in  this  Agreement  is exempt from registration or qualification
under  federal  or state securities laws and that the Company's reliance on such
exemption  is  predicated  on  Purchaser's  representations  set  forth  herein.

     (c)     Purchaser  agrees  that  in  no  event  will  Purchaser  make  a
disposition of any of the Stock (including a disposition under Section 9 of this
Agreement),  unless  and  until (i) Purchaser shall have notified the Company of
the  proposed  disposition and shall have furnished the Company with a statement
of  the  circumstances  surrounding  the proposed disposition and (ii) Purchaser
shall  have furnished the Company with an opinion of counsel satisfactory to the
Company to the effect that (A) such disposition will not require registration or
qualification  of  such  Stock  under  federal  or  state securities laws or (B)
appropriate action necessary for compliance with the federal or state securities
laws  has  been  taken  or (iii) the Company shall have waived, expressly and in
writing,  its  rights  under  clauses  (i)  and  (ii)  of  this  section.

     (d)     With  respect  to a transaction occurring prior to such date as the
Plan  and  Stock  thereunder  are covered by a valid Form S-8 or similar federal
registration  statement,  this  subsection shall apply unless the transaction is
covered  by the exemption in Illinois General Corporation Law or a similar broad
based  exemption. In connection with the investment representations made herein,
Purchaser  represents  that  Purchaser is able to fend for himself or herself in
the  transactions  contemplated  by  this  Agreement,  has  such  knowledge  and
experience  in financial and business matters as to be capable of evaluating the
merits and risks of Purchaser's investment, has the ability to bear the economic
risks  of  Purchaser's investment and has been furnished with and has had access
to  such  information  as  would be made available in the form of a registration
statement  together  with  such additional information as is necessary to verify
the  accuracy  of the information supplied and to have all questions answered by
the  Company.

     (e)     Purchaser understands  that  if  the Company does not register with
the  Securities and Exchange Commission pursuant to Section 12 of the Securities
Exchange  Act  of  1934,  as  amended  (the "Exchange Act") or if a registration
statement  covering  the  Stock  (or  a  filing  pursuant  to the exemption from
registration  under  Regulation  A  of  the  Securities  Act  of 1933) under the
Securities  Act  of  1933  is  not  in effect when Purchaser desires to sell the
Stock,  Purchaser may be required to hold the Stock for an indeterminate period.
Purchaser  also  acknowledges  that  Purchaser  understands that any sale of the
Stock  which  might  be  made  by  Purchaser in reliance upon Rule 144 under the
Securities  Act  of  1933 may be made only in limited amounts in accordance with
the  terms  and  conditions  of  that  Rule.

<PAGE>

SECTION  12:   ASSISTANCE  TO  PURCHASER  UNDER  RULE  144.
-----------------------------------------------------------

     The  Company  covenants  and  agrees  that  (a) at all times after it first
becomes  subject  to  the  reporting  requirements of Section 13 or 15(d) of the
Exchange  Act,  it  will  use its best efforts to comply with the current public
information requirements of Rule 144(c)(1) under the Securities Act of 1933, and
that  if  prior  to  becoming  subject  to  such  reporting  requirements  an
over-the-counter  market develops for the Stock, it will make publicly available
the  information required by Rule 144(c)(2); (b) it will furnish Purchaser, upon
request,  with  all  information required for the preparation and filing of Form
144;  and (c) it will on a timely basis use its best efforts to file all reports
required  to  be  filed  and  make  all  disclosures,  including  disclosures of
materially  adverse  information,  required  to  permit  Purchaser  to  make the
required  representations  in  Form  144.

SECTION  13:   NO  DUTY  TO  TRANSFER  IN  VIOLATION  HEREUNDER.
----------------------------------------------------------------

     The  Company  shall not be required (a) to transfer on its books any shares
of  Stock  of the Company which shall have been sold or transferred in violation
of any of the provisions set forth in this Agreement or (b) to treat as owner of
such  shares or to accord the right to vote as such owner or to pay dividends to
any  transferee  to  whom  such  shares  shall  have  been  so  transferred.

SECTION  14:   RIGHTS  OF  PURCHASER.
-------------------------------------

     Except  as  otherwise  provided herein, Purchaser shall, during the term of
this  Agreement,  exercise  all  rights  and  privileges of a stockholder of the
Company  with  respect  to  the  Stock.

SECTION  15:   OTHER  NECESSARY  ACTIONS.
-----------------------------------------

     The  parties  agree  to  execute  such further instruments and to take such
further  action  as  may reasonably be necessary to carry out the intent of this
Agreement.

SECTION  16:   NOTICE.
----------------------

     Any  notice  required  or permitted hereunder shall be given in writing and
shall  be  deemed  effectively  given  upon  the  earliest of personal delivery,
receipt or the third full day following deposit in the United States Post Office
with  postage  and  fees  prepaid,  addressed  to  the other party hereto at the
address  last  known  or at such other address as such party may designate by 10
days'  advance  written  notice  to  the  other  party  hereto.

SECTION  17:   SUCCESSORS  AND  ASSIGNS.
----------------------------------------

     This  Agreement shall inure to the benefit of the successors and assigns of
the  Company  and,  subject to the restrictions on transfer herein set forth, be
binding  upon  Purchaser  and  Purchaser's  heirs,  executors,  administrators,
successors  and assigns.  The failure of the Company in any instance to exercise
the  Repurchase  Option  or  rights  of  first  offer described herein shall not
constitute  a waiver of any other Repurchase Option or right of first offer that
may subsequently arise under the provisions of this Agreement.  No waiver of any
breach  or  condition  of  this  Agreement shall be deemed to be a waiver of any
other  or subsequent breach or condition, whether of a like or different nature.

<PAGE>

SECTION  18:   APPLICABLE  LAW.
-------------------------------

     This  Agreement shall be governed by, and construed in accordance with, the
laws  of  the  State  of Illinois, as such laws are applied to contracts entered
into  and  performed  in  such  state.

SECTION  19:   NO  STATE  QUALIFICATION.
----------------------------------------

     THE  SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT
BEEN  QUALIFIED  WITH  THE COMMISSIONER OF CORPORATIONS OF THE STATE OF ILLINOIS
AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE
CONSIDERATION  THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE
OF  SECURITIES  IS  EXEMPT FROM THE QUALIFICATION.  THE RIGHTS OF ALL PARTIES TO
THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED,
UNLESS  THE  SALE  IS  SO  EXEMPT.

SECTION  20:   NO  ORAL  MODIFICATION.
--------------------------------------

     No modification of this Agreement shall be valid unless made in writing and
signed  by  the  parties  hereto.

SECTION  21:   ENTIRE  AGREEMENT.
---------------------------------

     This  Agreement and the Option Agreement constitute the entire complete and
final  agreement  between  the  parties hereto with regard to the subject matter
hereof.

     IN  WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the  day  and  year  first  above  written.

HUMATECH,  INC.                                 PURCHASER
By  _____________________________               _____________________________

<PAGE>
                                    EXHIBIT B
                                    ---------
                            JOINT ESCROW INSTRUCTIONS
                            -------------------------

                                 _________, _____


Secretary
_____________________

Dear  Sir  or  Madam:

     As  Escrow  Agent  for  both  Humatech,  Inc.  (the  "Company"),  and
___________________  ("Purchaser"),  you  are  hereby authorized and directed to
hold the documents delivered to you pursuant to the terms of that certain Common
Stock  Purchase  Agreement  (the  "Agreement") of even date herewith, to which a
copy  of  these  Joint Escrow Instructions is attached as Exhibit B to a certain
Stock  Option  dated  ________  ("Option  Agreement"),  in  accordance  with the
following  instructions:

     1.     In  the  event  the  Company  shall elect to exercise the Repurchase
Option set forth in the Agreement, the Company shall give to Purchaser and you a
written  notice  as provided in the Agreement.  Purchaser and the Company hereby
irrevocably  authorize  and  direct you to close the transaction contemplated by
such  notice,  including  prompt  delivery  of  stock  certificates.

     2.     At the closing, you are directed (a) to date  the  stock  assignment
form  or forms necessary for the transfer in question, (b) to fill in the number
of  shares  being  transferred,  and  (c)  to  deliver  same,  together with the
certificate  or  certificates  evidencing  the  shares to be transferred, to the
Company  against  the  simultaneous  delivery  to  you of the purchase price (by
certified  or  bank  cashier's  check)  for the number of shares being purchased
pursuant  to  the  exercise  of  the  Repurchase  Option.

     3.     Purchaser irrevocably authorizes the Company to deposit with you any
certificates evidencing shares to be held by you hereunder and any additions and
substitutions to said shares as defined in the Agreement.  Purchaser does hereby
irrevocably constitute and appoint you as Purchaser's attorney-in-fact and agent
for  the  term  of  this  escrow  to execute with respect to such securities all
documents  necessary  or  appropriate  to make such securities negotiable and to
complete any transaction herein contemplated.  Subject to the provisions of this
Section 3, Purchaser shall exercise all rights and privileges, including but not
limited  to,  the  right  to  vote  and  to  receive  dividends  (if  any), of a
stockholder  of  the  Company  while  the  shares  are  held  by  you.

     4.     In  accordance with the terms of Section 5 of the Agreement, you may
from  time  to  time  deliver  to  Purchaser  a  certificate  or  certificates
representing  so  many shares as are no longer subject to the Repurchase Option.

     5.     This  escrow  shall  terminate  upon  the release of all shares held
under  the  terms  and  provisions  hereof.

<PAGE>

     6.     If  at  the  time  of  termination of this escrow you should have in
your  possession  any  documents,  securities  or  other  property  belonging to
Purchaser,  you  shall  deliver all of same to Purchaser and shall be discharged
from  all  further  obligations  hereunder.

     7.     Your  duties  hereunder may be altered, amended, modified or revoked
only  by  a  writing  signed  by  all  of  the  parties  hereto.

     8.     You shall  be  obligated  only for the performance of such duties as
are specifically set forth herein and may rely and shall be protected in relying
or  refraining  from  acting  on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as
Escrow  Agent or as attorney-in-fact of Purchaser while acting in good faith and
in  the  exercise  of your own good judgment, and any act done or omitted by you
pursuant  to  the  advice  of your own attorneys shall be conclusive evidence of
such  good  faith.

     9.     You  are  hereby  expressly  authorized  to  disregard  any  and all
warnings  given  by  any  of  the  parties  hereto  or  by  any  other person or
corporation,  excepting  only orders or process of courts of law, and are hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court. In case you obey or comply with any such order, judgment or decree of any
court,  you  shall  not  be  liable to any of the parties hereto or to any other
person,  firm  or  corporation by reason of such compliance, notwithstanding any
such  order, judgment or decree being subsequently reversed, modified, annulled,
set  aside,  vacated  or  found  to  have  been  entered  without  jurisdiction.

     10.    You shall not be liable in  any  respect on account of the identity,
authority  or  rights  of  the  parties executing or delivering or purporting to
execute  or deliver the Agreement or any documents or papers deposited or called
for  hereunder.

     11.    You shall not be liable  for  the  outlawing of any rights under any
statute  of  limitations  with respect to these Joint Escrow Instructions or any
documents  deposited  with  you.

     12.    You shall be entitled to employ such legal counsel and other experts
as  you  may  deem  necessary  properly  to  advise  you in connection with your
obligations  hereunder  and  may  rely  upon  the  advice  of  such  counsel.

     13.    Your  responsibilities  as Escrow Agent hereunder shall terminate if
you shall cease to be Secretary of the Company or if you shall resign by written
notice  of  each  party. In the event of any such termination, the Company shall
appoint  any  officer  of  the  Company  as  successor  Escrow  Agent.

     14.    If you reasonably require other or further instruments in connection
with  these  Joint  Escrow  Instructions  or  obligations in respect hereto, the
necessary  parties  hereto  shall  join  in  furnishing  such  instruments.

     15.    It  is  understood  and  agreed  that  should any dispute arise with
respect  to  the  delivery  and/or  ownership  or  right  of  possession  of the
securities  held  by you hereunder, you are authorized and directed to retain in
your  possession  without liability to anyone all or any part of said securities
until such dispute shall have been settled either by mutual written agreement of
the  parties  concerned  or  by  a final order, decree or judgment of a court of
competent  jurisdiction  after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any  such  proceedings.

<PAGE>

     16.    Any notice required or permitted hereunder shall be given in writing
and  shall be deemed effectively given upon personal delivery or upon deposit in
the  United States Post Office, by registered or certified mail with postage and
fees  prepaid,  addressed  to  each  of  the  other  parties thereunto entitled.

     17.    By signing  these Joint Escrow Instructions, you become a party here
to  only  for the purpose of said Joint Escrow Instructions; you do not become a
party  to  the  Agreement.

     18.    This  instrument  shall  be governed  by and construed in accordance
 with  the  laws  of  the  State  of  Illinois.

     19.    This  instrument  shall  be binding upon and inure to the benefit of
the  parties  hereto  and  their  respective  successors  and permitted assigns.


                                              Very  truly  yours,

                                              HUMATECH,  INC.

                                              By  ___________________________

ESCROW  AGENT:                                PURCHASER:
__________________________                    ______________________________


<PAGE>


                                    EXHIBIT C
                                    ---------
                   ACKNOWLEDGMENT OF AND AGREEMENT TO BE BOUND
                   -------------------------------------------
        BY THE NOTICE OF EXERCISE AND COMMON STOCK PURCHASE AGREEMENT OF
        ----------------------------------------------------------------
                                 HUMATECH, INC.
                                 --------------
     The  undersigned,  as  transferee  of  shares  of  Humatech,  Inc.,  hereby
acknowledges  that  he  or  she has read and reviewed the terms of the Notice of
Exercise and Common Stock Purchase Agreement of Humatech, Inc. and hereby agrees
to  be  bound  by  the  terms  and conditions thereof, as if the undersigned had
executed  said  Agreement  as  an  original  party  thereto.

Dated:  ____________________,  ____.

                                                By  ___________________________

<PAGE>

                                    EXHIBIT D
                                    ---------

                      ASSIGNMENT SEPARATE FROM CERTIFICATE
                      ------------------------------------

     FOR  VALUE RECEIVED _________________________________ hereby sells, assigns
and transfers unto _________________________ ________________________ (________)
shares  of  the  Common  Stock  of  Humatech,  Inc. (the "Company"), standing in
__________  name  on  the  books  of  the Company represented by Certificate No.
___________  herewith  and  hereby  irrevocably  constitutes  and  appoints
________________  Attorney  to  transfer  said stock on the books of the Company
with  full  power  of  substitution  in  the  premises.

Dated:  ____________________,  __

<PAGE>