LICENSE  AGREEMENT

This  License  Agreement (this "Agreement") is made effective as of February 29,
1996  between  David  G.  Williams, of 1626 Hovedon Court, Katy, Texas 77450 and
International  Humate  Fertilizer  Co.,  of  1626  Hoveden Court, Houston, Texas
77450.

In  the  Agreement,  the  party  who  is  granting the right to use the licensed
property  will be referred to as "DGW", and the party who is receiving the right
to  use  the  licensed  property  will  be  referred  to  as  "IHFC".

The  parties  agree  as  follows:

1.   GRANT  OF LICENSE. DGW owns all the right to  copyrights,  and  trademarks,
and owns all the trade secrets,  formulas,  customer  lists, and all proprietary
information  ("Property"). In accordance with this Agreement, DGW grants IHFC an
exclusive  world  wide  license  to  use,  manufacture,  sell,  and  exploit the
Property.

2.   PAYMENT OF ROYALTY. IHFC will pay to DGW  royalty which shall be calculated
as  follows:  a  one  percent  (1%) on total net sales.  Net sales is defined as
total  gross  sales adjusted for sales returns and sales discounts.  The royalty
shall  be  paid  on  a  quarterly  basis  on the total net sales on the previous
quarter.  Payment  to  be  made  on  or  before  the 25th of the month following
subject  quarter.  With  each royalty payment, IHFC will submit to DGW a written
report  that  sets  forth  the calculation of the amount of the royalty payment.
Payment  of  the  royalty  will be for a term of twenty five (25) years from the
effective  date  of  this  agreement.

3.   RECORDS.  IHFC shall  keep accurate records regarding the quantities of the
Property  that  are  sold. DGW shall have the right to inspect such records from
time  to  time  after  providing  reasonable  notice  of  such  intent  to IHFC.

4.   WARRANTIES  AND  REPRESENTATIONS.  David  G. Williams  herein  warrants and
represents  as  follows:

     a.     That he is the sole owner of all title and interest in the Property.
     b.     That there is no other person, firm, or corporation having any title
            or  interest  in  the  Property.
     c.     That  there  are  not  outstanding  or  prior  options, licenses, or
            agreements  of  any  kind  relating  to  the  Property.
     d.     That he has full power to grant the rights, licenses, and privileges
            to  manufacture,  use,  sublicense,  or  sell  the  property.
     e.     Neither  the  execution  nor  delivery  of  this  Agreement  nor the
            consummation of the transactions contemplated  hereby  will  violate
            any law, order, ordinance, regulation, judgments or decree to  which
            DGW or his assets are subject.
<PAGE>
     f.     There  is  no  action  suit,   proceeding,   claim,  arbitration  or
            investigation pending or, to the best knowledge of  DGW,  threatened
            threatened  or  contemplated  by  any  person   including,  without
            limitation to  any governmental or regulatory  agency,  against  DGW
            or which seeks to prohibit, restrict or delay consummation  of  this
            Agreement  or  the  Transaction  contemplated  hereby.

5.   MODIFICATIONS.  Unless  the prior written consent of DGW is  obtained, IHFC
may not  modify  or  change  the  Property  in  any  manner.

6.   DEFAULTS.  If IHFC  fails  to  abide  by the obligations of this Agreement,
including  the obligation to make a royalty payment when due, DGW shall have the
option  to  cancel  this  Agreement  by providing ninety days' written notice to
IHFC. IHFC shall have the option of preventing the termination of this Agreement
by taking corrective action that cures the default, if such corrective action is
taken  prior  to the end of the time period stated in the previous sentence, and
if  there  are  no  other  defaults  during  such  time  period.

7.   ARBITRATION.   All disputes under this Agreement that cannot be resolved by
the parties shall be submitted to arbitration under the rules and regulations of
the  American  Arbitration  Association.  Either party may invoke this paragraph
after  providing  30 days'  written  notice  to  the  other party.  All costs of
arbitration  shall  be  divided  equally  between the parties. Any award may be
enforced by a court  of  law.

8.   TRANSFER OF RIGHTS.  This  agreement  shall be binding on any successors of
the parties.  Neither party shall have the right to assign its interests in this
Agreement  to  any  other  party,  unless the prior written consent of the other
party  is  obtained.

9.   TERMINATION.  By providing  30  days'  written  notice  to the other party.

10.  ENTIRE  AGREEMENT.  This  Agreement  contains  the  entire agreement of the
parties  and  there  are  no other promises or conditions in any other agreement
whether  oral  or  written.  This Agreement supersedes any prior written or oral
agreements  between  the  parties.

11.  AMENDMENT.  This  Agreement may be modified or amended, if the amendment is
made  in  writing  and  is  signed  by  both  parties.

12.  SEVERABILITY.  If  any  provision  of  this  Agreement  shall be held to be
invalid or unenforceable for any reason the remaining provisions shall continue
to be valid  and enforceable.  If  a  court  finds  that  any provision of this
Agreement is invalid  or  unenforceable,  but that by limiting such provision it
would become  valid  or  enforceable, then such provision shall be deemed to be
written, construed,  and  enforce  as  to  limited.

13.  WAIVER  OF  CONTRACTUAL  RIGHT.  The failure of either party to enforce any
provision  of this Agreement shall not be construed as a waiver or limitation of
that  party's  right  to  subsequently enforce and compel strict compliance with
every  provision  of  this  Agreement.
<PAGE>

14 . APPLICABLE LAW.  This  Agreement shall be governed by the laws of the State
of Nevada.

Licensor:
David  G.  Williams

By:  /s/  David  G.  Williams
     ------------------------
      David  G.  Williams
      Owner

Licensee:
International  Humate  Fertilizer  Co.

By:  /s/  David  G.  Williams
     ------------------------
      International  Humate  Fertilizer  Co.
      Chief  Executive  Officer  and  President

By:  /s/  John  D.  Rottweiler
     -------------------------
      International  Humate  Fertilizer  Co.
      Secretary-Treasurer