AGREEMENT OF PRODUCT DEVELOPMENT
                                   AND FUNDING
                                     BETWEEN
               THE EVERETT STEWART AND BEULAH STEWART FAMILY TRUST
                                    (a Trust)
                                       and
                                 HUMATECH, INC.
                            (an Illinois corporation)


This  Product Development and Funding Agreement, dated December 18, 1998, by and
between  HUMATECH,  INC.,  an  Illinois  corporation,  ("HT"),  located  at 1203
Turncreek  Lane,  Katy,  Texas 77450 and, THE EVERETT STWEART AND BEULAH STEWART
FAMILY  TRUST,  a Family Trust ("EBT"), located at 909 E. Sorenson Street, Mesa,
Arizona  85203-1119,  in consideration of the mutual promises made herein, agree
as  follows.

                                    RECITALS

WHEREAS, HT has developed a product called a Turbo Feeder(TM) which is a turbine
driven,  positive  displacement  pump to apply and distribute liquid humic-based
fertilizers  and  other  products.

WHEREAS, HT has applied for United States and International patents on the Turbo
Feeder(TM).

WHEREAS,  HT  requires  additional  funding  to produce plastic injection molds,
finalize  patents,  and  other  related  production  and  manufacturing  costs.

WHEREAS,  EBT  desires to facilitate the final development and production of the
Turbo  Feeder(TM).

WHEREAS, EBT desires to fund a portion of the development and expects to be paid
royalties  from  the  long  term  revenues  of  the  Turbo  Feeder(TM).

                                    AGREEMENT

NOW,  THEREFORE,  in  consideration of the premises and the mutual covenants and
agreements  herein contained, and for the purpose of setting forth the terms and
conditions  of  said development and funding, the parties hereto have agreed and
do  hereby  agree,  and  subject  to  the  conditions  hereinafter set forth, as
follows:

                                    ARTICLE I

NOW  THEREFORE,  IT  IS  AGREED  AS  FOLLOWS:

Section  1.     Funding
----------      -------

1.1     Funding.  EBT agrees to fund the development and production of the Turbo
        -------
Feeder(TM) with a minimum $100,000 dollar investment.  EBT reserves the right or
provide  additional  funding  under  the  same  terms  and  conditions  of  this
Agreement.
<PAGE>

Section  2.     Repayment  of  Funds.  The  repayment of the funds invested will
----------      --------------------
come  from a percentage of the Turbo Feeder(TM) gross sales (gross sales defined
---
as  gross  sales less freight).  The funds will be paid monthly at a rate of six
(6)  percent  of  the gross sales in the form of a royalty payment.  The royalty
payment  will  be  due  and  payable upon the prior months collected gross sales
receipts  of the Turbo Feeder(TM) sales.  A total of $450,000 will be paid to EB
from  the  gross  sales  of  the  Turbo  Feeder(TM).

Section  3.     Default of Repayment.  HT shall be deemed in default if HT fails
----------      --------------------
to  make  two  (2)  monthly royalty payments from the funds collected from Turbo
Feeder(TM)  gross  sales.  EBT  will give a 30 day default and correction notice
for the royalty payments to be made current.  If payments are not current within
the  30  days,  HT  shall be deemed in default and EBT shall not be obligated to
give  notice  to  a  declaration  of  default.  Upon  default,  EBT will own all
patents,  trademarks  and  plastic  injection  molds.

Upon  default,  HT has the right to continue to use molds and continue to market
and  sell  the Turbo Feeder(TM) product line.  HT will continue to pay royalties
upon  Turbo  Feeder(TM)  product  line  sales.

Section  4.     Right of Inspection.  EBT shall have the right at all reasonable
----------      -------------------
times  during  HT's  business  hours  to inspect and audit the all financial and
operational  records.

Section  5.     Authorization.  The execution, delivery, and performance of this
----------      -------------
Agreement  have  been  duly authorized and approved by the board of directors of
HT,  and  this  Agreement  constitutes  a  valid  and binding Agreement of HT in
accordance  with  its  terms.

Section  6.     Miscellaneous  Provisions.
----------      -------------------------

6.1     Amendment  and  Modification.  Subject to applicable law, this Agreement
        ----------------------------
may  be amended, modified, or supplemented only by a written agreement signed by
all  of  the  parties  hereto.

6.2     Notices.  All  notices,  requests,  demands,  and  other  communications
        -------
required  or  permitted  hereunder will be in writing and will be deemed to have
been  duly  given  when  delivered  by  hand  or  two days after being mailed by
certified  or  registered  mail, return receipt requested, with postage prepaid:

     HumaTech,  Inc.
     1203  Turncreek  Lane
     Katy,  Texas  77450

     Everett  Stewart  and  Beulah  Stewart  Family  Trust
     909  E.  Sorenson  Street
     Mesa,  Arizona  85203-1119

or  to such other address as the parties of this agreement furnish to each other
pursuant  to  the  above.

6.3     Attorney  Fees.  In  the event an arbitration, suit or action is brought
        --------------
by  any party under this Agreement to enforce any of its terms, or in any appeal
<PAGE>
therefrom,  it  is  agreed  that  the  prevailing  party  shall  be  entitled to
reasonable  attorneys  fees  to  be fixed by the arbitrator, trial court, and/or
appellate  court.

6.4     Law  Governing.  This  Agreement  shall  be governed by and construed in
        --------------
accordance  with  the  laws  of  the  State  of  Texas.

6.5     Computation  of  Time.  In computing any period of time pursuant to this
        ---------------------
Agreement, the day of the act, event or default from which the designated period
of  time  begins  to run shall be included, unless it is a Saturday, Sunday or a
legal  holiday,  in  which  event  the period shall begin to run on the next day
which  is  not  a  Saturday,  Sunday  or  legal  holiday.

6.6     Titles  and  Captions.  All  section title or captions contained in this
        ---------------------
Agreement  are  for convenience only and shall not be deemed part of the context
nor  affect  the  interpretation  of  this  Agreement.

6.7     Pronouns  and Plurals.  All pronouns and any variations thereof shall be
        ---------------------
deemed  to  refer  to the masculine, feminine, neuter, singular or plural as the
identity  of  the  person  or  persons  may  require.

6.8     Entire  Agreement.  This  Agreement  contains  the  entire understanding
        -----------------
between  and  among  the  parties  and  supersedes  any prior understandings and
agreements  among  them  respecting  the  subject matter of this Agreement.  Any
amendments  to this Agreement must be in writing and signed by the party against
whom  enforcement  of  that  amendment  is  sought.

6.9     Agreement  Binding.  This  Agreement  shall  be  binding upon the heirs,
        ------------------
executors,  administrators,  successors  and  assigns  of  the  parties  hereto.

6.10    Arbitration.  If  at  any  time  during  the term of this Agreement  any
        -----------
dispute,  difference,  or  disagreement  shall  arise  upon or in respect of the
Agreement,  and  the  meaning  and  construction  hereof,  every  such  dispute,
difference,  and  disagreement shall be referred to a single arbiter agreed upon
by  the  parties,  or  if  no  single  arbiter can be agreed upon, an arbiter or
arbiters  shall  be  selected  in accordance with the then prevailing commercial
rules  of  the  American  Arbitration  Association,  and  judgment upon the ward
rendered by the arbiter may be entered in any court having jurisdiction thereof.

6.11    Presumption.  This  Agreement  or  any  Section  thereof  shall  not  be
        -----------
construed  against  any party due to the fact that said Agreement or any Section
thereof  was  drafted  by  said  party.

6.12    Further  Action.  The  parties  hereto  shall  execute  and deliver  all
        ---------------
documents,  provide  all information and take or forbear from all such action as
may  be  necessary  or  appropriate  to  achieve  the  purpose of the Agreement.

6.13    Parties  in  Interest.  Nothing  herein shall be construed to be to  the
        ---------------------
benefit  of  any third party, nor is it intended that any provision shall be for
the  benefit  of  any  third  party.

6.14    Savings Clause.  If any provision of this Agreement, or the  application
        --------------
of  such  provision  to  any  person or circumstance, shall be held invalid, the
remainder  of this Agreement, or the application of such provision to persons or
circumstances  other  than  those  as  to which it is held invalid, shall not be
affected  thereby.

<PAGE>
------
The  Everett  Stewart  and  Beulah  Stewart  Family  Trust



/s/  M.  Everett  Stewart.  Jr.                         Date     12-18-98
-------------------------------                                  --------
M.  Everett  Stewart  Jr.,  Trustee


/s/  Beulah  Stewart                                    Date     12-18-98
--------------------                                             --------
Beulah  Stewart,  Trustee



HumaTech,  Inc.



/s/  David  G.  Williams                                Date     12-18-98
------------------------                                         --------
David  G.  Williams,  President


/s/  John  D.  Rottweiler                               Date     12-18-98
-------------------------                                        --------
John  D.  Rottweiler,  Chief  Financial  Officer