MARKETING SERVICES AGREEMENT


     This  AGREEMENT is made this day 24TH of APRIL, 1998 between HUMATECH, INC.
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hereinafter  referred  to  as  "MANUFACTURER"  and  CMS  PARTNERS  LTD. AND IT'S
ASSIGNS,  411  E.  Hwy  67, Duncanville, Texas 75137, hereinafter referred to as
"CMS".
                                  I.  RECITALS
     1.1  HUMATECH,  INC.  is  a  manufacturer  and/or  seller of those products
listed  in  Attachment  "A",  incorporated  herein  by reference, and desires to
secure  the services of a marketing specialist to develop resources and products
and  to  develop and execute programs that will generate sales of MANUFACTURER'S
products  with WAL*MART, INC., WAL*MART SUPER CENTERS, AND SAM'S CLUBS divisions
of  Wal*Mart  Inc., 702 Southwest 8th Street, Bentonville, Arkansas 72716 in the
United  States  and  International.
     1.2  "CMS"  desires to secure the exclusive rights to develop resources and
products and to develop and execute programs for MANUFACTURER to WAL*MART, INC.,
WAL*MART  SUPER  CENTERS  AND  SAM'S  CLUBS.
     In  consideration  of  the  premises,  covenants  and  undertakings  herein
contained,  it  is  hereby  agreed  as  follows:
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                                 II.  AGREEMENT
     2.1  MANUFACTURER  shall  employ  "CMS" as its sole and exclusive marketing
specialist to develop resources and products and to develop and execute programs
to  generate  sales  of  MANUFACTURER'S products for delivery to WAL*MART, INC.,
WAL*MART  SUPER  CENTER  AND  SAM'S  CLUBS.
     2.2  Any  negotiations  by  "CMS"  for the account of MANUFACTURER shall be
conducted  in accordance with such prices, terms and conditions as are specified
by  MANUFACTURER.
     2.3  Any  products  or  programs  developed  by  "CMS"  shall be subject to
MANUFACTURER'S  confirmation.  "CMS"  shall not incur any expenses or enter into
any  obligations,  without  MANUFACTURER'S  authorization  and  direction.
     2.4  MANUFACTURER  accepts  full  responsibility  for  granting  credit  to
buyers.  However,  "CMS"  shall  furnish to MANUFACTURER'S credit department any
information  which  it may have from time to time concerning the credit standing
of  WAL*MART,  INC.,  WAL*MART  SUPER CENTER AND SAM'S CLUBS and shall cooperate
fully with the credit department in the qualification and collection of past due
accounts.
     2.5  The  method   of   remuneration  for  "CMS"  from  MANUFACTURER  is  a
"Performance  Fee", to be  negotiated  by  both  parties.  See  attachment  "B",
incorporated herein by  reference.
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     2.6  "CMS", its officers, employees, agents, successors, and assigns, shall
indemnify   MANUFACTURER,  its  officers,  employees,  agents,  successors,  and
assigns,  against  any  loss, liability, damage or claim that may occur or arise
due  to acts or omissions of "CMS", its officers, employees, agents, successors,
and  assigns,  in  the  course  of  performance  of  this  agreement.
     2.7  MANUFACTURER, its officers, employees, agents, successors, and assigns
shall indemnify "CMS", its officers, employees, agents, successors, and assigns,
against any loss, liability, damage or claim that may occur or arise due to acts
or  omissions  of MANUFACTURER, its officers, employees, agents, successors, and
assigns,  including  injuries  to  persons  (including  death)  and damage to or
destruction  of  property  caused  by  any  products  of MANUFACTURER, including
products  and/or  packaging  proposed  by  "CMS"  and  accepted  or  approved by
MANUFACTURER.
     2.8  The laws of the State  of  Texas  shall  govern  the  application  and
interpretation  of this agreement, and all litigation pursuant to this agreement
shall  be conducted in Dallas County of the State of Texas.  Likewise, the party
which  prevails  in any legal proceeding hereunder shall be entitled to have its
reasonable  attorney  fees  and court costs, at trial and on appeal, paid by the
losing  party.
     2.9  If the parties hereto shall comply with all the terms  and  conditions
of this  agreement,  then  this  agreement  shall  begin on the date hereof, and
thereafter  shall  continue in full force and effect, provided that either party
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may  terminate  this  contract by giving one year's (365 days) written notice to
the  other party of its desire to terminate this agreement.  Upon termination of
the  Agreement  for  any reason, "CMS" shall be entitled to all fees, as defined
herein,  which  qualify for remuneration to "CMS" hereunder, and which are dated
or  communicated  to  MANUFACTURER  prior  to the effective date of termination.
2.10  "CMS" shall deliver to MANUFACTURER all papers and other materials related
to the work performed under this agreement upon termination thereof, except that
"CMS"  reserves  the  right to retain any creative materials solely developed by
"CMS"  which  are  not  related in their entirety to the work performed by "CMS"
under  this  agreement.
     2.11  MANUFACTURER  shall assume liability for any non-cancelable contracts
made  by  "CMS" in accordance with the terms of this contract on  MANUFACTURER'S
behalf prior to termination.  Except  as specifically set forth in this section,
all rights and liabilities of the  parties arising out of  this  contract  shall
cease on the date of termination hereof.
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     IN  WITNESS  WHEREOF,  MANUFACTURER and "CMS" have signed this agreement by
their duly  authorized  representatives.
HUMATECH,  INC.                         CMS PARTNERS, LTD.
                                        D. LOTT, INC. GENERAL PARTNER



By: /s/  David  G.  Williams            By: /s/  Dalton  L.  Lott
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Title:  President                       Title:  President

Date:  04-24-98                    Date:  04-29-98
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                                  ATTACHMENT A
                                    PRODUCTS

All  equipment and products currently manufactured or sold by Humatech, Inc. are
included  in  the  scope  of  this  marketing  services agreement and such other
products  as  may  be  added  by  mutual  agreement  from  time  to  time.

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                                  ATTACHMENT B
                                  COMPENSATION

The  method  of  compensation  for  CMS  PARTNERS,  LTD.  from MANUFACTURER is a
performance  fee  based  on  TEN  PERCENT  (10%)  of  the  net invoiced sales of
MANUFACTURER'S  products  to  WAL*MART,  INC.  AND WAL*MART SUPER CENTERS, SAM'S
CLUBS  AND  INTERNATIONAL.  MANUFACTURER  shall pay CMS PARTNERS LTD. the amount
specified herein not later than on the 15th day of the month following the month
in  which  the  product sales are invoiced, or ten days after receipt of payment
from  customers,  whichever  is  later.
Commission  checks  should  be  made  out  the  following:
     CMS  Partners,  Ltd.
     P.O.  Box  381146
     Duncanville,  TX  75137
     Federal  Tax  ID  #75-2625976
Please  return  signed  contracts  to  Janie  Jaynes  at  the  above  address.

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                                  ATTACHMENT C

Performance  fees will also be paid to CMS under the terms of this agreement for
sales  to  Price-Costco, BJ's Wholesale Clubs and other accounts as may be added
by  mutual  agreement  from  time  to  time.