THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE  SECURITIES  ACT  OF  1933  OR  THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED  AND  SOLD  ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION  OF  COUNSEL  SATISFACTORY  TO  THE  COMPANY  THAT  REGISTRATION  AND
QUALIFICATION  UNDER  FEDERAL  AND  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED.

                                   HUMATECH, INC.
                           2002 OMNIBUS SECURITES PLAN

                        INCENTIVE STOCK OPTION AGREEMENT

     Humatech,  Inc. (the "Company"), hereby grants an Option to purchase shares
of  its  common  stock  ("Shares")  to  the Optionee named below.  The terms and
conditions  of  the  Option are set forth in this cover sheet, in the attachment
and  in  the  Company's  2002  Omnibus  Securities  Plan  (the  "Plan").

Date  of  Grant: ____________________

Name  of  Optionee: ____________________

Optionee's  Social  Security  Number: ____________________

Number  of  Shares  Covered  by  Option: ____________________

Exercise  Price  per  Share:  $____________________
[must  be  at  least  100%  fair  market  value  on  Date  of  Grant]

Vesting  Start  Date: ____________________

___     Check  here  if  Optionee is a 10% owner (so that exercise price must be
110%  of  fair  market  value  and  term  will  not  exceed  5  years).

BY  SIGNING  THIS  COVER  SHEET,  YOU  AGREE  TO ALL OF THE TERMS AND CONDITIONS
DESCRIBED  IN  THE  ATTACHED  AGREEMENT AND IN THE PLAN, A COPY OF WHICH IS ALSO
ATTACHED.

Optionee: _______________________________________
          (Signature)
Company:  _______________________________________
          (Signature)

          Title: ________________________________

<PAGE>

THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER
THE  SECURITIES  ACT  OF  1933  OR  THE SECURITIES LAWS OF ANY STATE, AND MAY BE
OFFERED  AND  SOLD  ONLY  IF  REGISTERED  AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION  OF  COUNSEL  SATISFACTORY  TO  THE  COMPANY  THAT  REGISTRATION  AND
QUALIFICATION  UNDER  FEDERAL  AND  STATE  SECURITIES  LAWS  IS  NOT  REQUIRED.

                                 HUMATECH, INC.
                          2002 OMNIBUS SECURITIES PLAN

                        INCENTIVE STOCK OPTION AGREEMENT


INCENTIVE  STOCK  OPTION

This Option is intended to be an incentive stock option under section 422 of the
Internal  Revenue  Code  and  will  be  interpreted  accordingly.

VESTING

No  Shares will vest until you have performed _________ (____) months of Service
from  the  commencement  of  your employment with the Company. Your Option shall
vest  as  to  ________  of the Shares on the date _______ (____) months from the
Vesting Start Date as shown on the cover sheet. Thereafter, Shares shall vest at
the  rate  of  _______  of  the Shares at the end of each full month thereafter.
After  you  have  completed  _________  (____)  months of Service, the number of
Shares  which vest under this Option at the Exercise Price shall be equal to the
product  of  the  number  of  full months of your continuous employment with the
Company  ("Service") (including any approved leaves of absence) from the Vesting
Start Date times the number of Shares covered by this Option times ________. The
resulting  number  of  Shares  will  be  rounded to the nearest whole number. No
additional  Shares  will  vest after your Service has terminated for any reason.

You should note that you may exercise the Option prior to vesting. In that case,
the  Company  has  a  right  to  repurchase  the unvested shares at the original
exercise  price  if  you  terminate  employment before vesting in all shares you
purchased.  Also,  if  you  exercise  before vesting, you should consider making
an  83(b)  election.  Please  see  the attached Tax Summary.  The 83(b) election
                                                              ------------------
must  be  filed  within  30  days  of  the  date  you  exercise.
   ------------------------------------------------------------

TERM

Your  Option  will  expire  in  any  event  at  the close of business at Company
headquarters  on  the  day before the tenth anniversary (fifth anniversary for a
10%  owner)  of  the Date of Grant, as shown on the cover sheet. (It will expire
earlier  if  your  Service  terminates,  as  described  below.)

<PAGE>

REGULAR  TERMINATION

If  your  Service  terminates  for  any  reason  except death, Disability or for
"Cause,"  your  Option  will  expire  at  the  close  of  business  at  Company
headquarters  on  the  30th  day after your termination date. During that 30-day
period,  you  may  exercise  that portion of your Option that was vested on your
termination  date.

DEATH

If  you  die  while  in Service with the Company, your Option will expire at the
close  of business at Company headquarters on the date six months after the date
of  death.  During that six-month period, your estate or heirs may exercise that
portion  of  your  Option  that  was  vested  on  the  date  of  death.

DISABILITY

If  your  Service terminates because of your Disability, your Option will expire
at  the  close  of business at Company headquarters on the date six months after
your termination date. (However, if your Disability is not expected to result in
death or to last for a continuous period of at least 12 months, your Option will
be  eligible  for  ISO tax treatment only if it is exercised within three months
following  the  termination  of your Service.) During that six-month period, you
may  exercise  that  portion  of your Option that was vested on the date of your
Disability.

"Disability"  means  that  you  are  unable to engage in any substantial gainful
activity  by reason of any medically determinable physical or mental impairment.

LEAVES  OF  ABSENCE

For  purposes  of  this Option, your Service does not terminate when you go on a
bona  fide  leave of absence that was approved by the Company in writing, if the
terms  of  the  leave provide for continued service crediting, or when continued
service  crediting  is required by applicable law. However, your Service will be
treated  as  terminating  30  days after you went on leave, unless your right to
return  to  active  work  is  guaranteed  by  law or by a contract. Your Service
terminates  in  any  event  when  the approved leave ends unless you immediately
return  to  active  work.  The  Company  determines  which leaves count for this
purpose,  and  when your Service terminates for all purposes under the Plan. The
Company  also determines the extent to which you may exercise the vested portion
of  your  Option  during  a  leave  of  absence.

NOTICE  OF  EXERCISE

When  you  wish  to  exercise  this  Option, you must execute Exhibit A (and, if
exercise is prior to vesting, you must also execute Exhibits --------- B and D).
                                                                      --------
Your  exercise  will be effective when it is received by the Company. If someone
else  wants  to exercise this Option after your death, that person must prove to
the  Company's  satisfaction  that  he  or  she  is  entitled  to  do  so.

FORM OF PAYMENT

When  you  submit  Exhibit  A,  you  must  include payment of the Exercise Price
                   ----------  for  the  Shares you are purchasing. Payment  may
be  made  in  one (or a combination) of the following forms at the discretion of
the  committee:

<PAGE>

     -  Your  personal  check,  a  cashier's  check  or  a  money  order.

     -  Shares which you  have owned for six months and which are surrendered to
        the Company.  The  value  of  the Shares, determined as of the effective
        date of the Option exercise, will be  applied  to  the  Exercise  Price.

     -  To the extent that a public market for the Shares exists  as  determined
        by the Company, by delivery (on a  form  prescribed  by  the  Committee)
        of an irrevocable  direction  to a  securities broker to sell Shares and
        to deliver all or part of the sale proceeds to the Company in payment of
        the aggregate Exercise Price.

     -  Any  other  form of legal consideration approved by the Committee.

WITHHOLDING TAXES

You  will  not  be  allowed  to  exercise this Option unless you make acceptable
arrangements  to  pay any withholding or other taxes that may be due as a result
of  the  Option  exercise  or  the sale of Shares acquired upon exercise of this
Option.

RESTRICTIONS ON RESALE

By  signing  this  Agreement,  you agree not to exercise this Option or sell any
Shares  acquired  upon  exercise  of this Option at a time when applicable laws,
regulations  or  Company  or  underwriter  trading policies prohibit exercise or
sale.  In  particular, the Company shall have the right to designate one or more
periods of time, each of which shall not exceed 180 days in length, during which
this  Option  shall  not  be  exercisable if the Company determines (in its sole
discretion)  that  such  limitation  on  exercise  could in any way facilitate a
lessening  of  any restriction on transfer pursuant to the Securities Act or any
state securities laws with respect to any issuance of securities by the Company,
facilitate  the  registration  or qualification of any securities by the Company
under  the  Securities  Act  or  any  state  securities  laws, or facilitate the
perfection  of any exemption from the registration or qualification requirements
of  the  Securities Act or any applicable state securities laws for the issuance
or  transfer  of any securities. Such limitation on exercise shall not alter the
vesting  schedule  set  forth  in this Agreement other than to limit the periods
during  which  this  Option  shall  be  exercisable.

Furthermore,  in respect of any underwritten public offering by the Company, you
agree  that  you  will  not  sell or otherwise transfer or dispose of any Shares
covered  by  this  Option  during  a  reasonable and customary period of time as
agreed  to by the Company and the underwriters, not to exceed the greater of (a)
180  days  following  the  effective  date  of the registration statement of the
Company  filed under the Securities Act in respect of such offering and (b) such
other  period  of  time  as  agreed  to  by  holders  of  a majority of the then
outstanding  Shares.  By signing this Agreement you agree to execute and deliver
such  other  agreements  as  may  be  reasonably requested by the Company or the
underwriter  which  are  consistent with the foregoing or which are necessary to
give  further  effect thereto. The Company may impose stop-transfer instructions
with respect to the Shares subject to the foregoing restriction until the end of
such  period.

If  the sale of Shares under the Plan is not registered under the Securities Act
of  1933, as amended (the "Securities Act"), but an exemption is available which
requires an investment or other representation, you shall represent and agree at
the time of exercise that the Shares being acquired upon exercise of this Option
are  being  acquired  for  investment,  and  not  with  a  view  to  the sale or
distribution  thereof,  and  shall make such other representations as are deemed
necessary  or  appropriate  by  the  Company  and  its  counsel.

THE COMPANY'S RIGHT OF FIRST REFUSAL

In  the  event that you propose to sell, pledge or otherwise transfer to a third
party  any Shares acquired under this Agreement, or any interest in such Shares,
the Company shall have the "Right of First Refusal" with respect to all (and not
less  than  all) of such Shares. If you desire to transfer Shares acquired under
this  Agreement,  you  must  give  a  written  "Transfer  Notice" to the Company
describing  fully the proposed transfer, including the number of Shares proposed
to  be  transferred, the proposed transfer price and the name and address of the
proposed  transferee. The Transfer Notice shall be signed both by you and by the
proposed  transferee and must constitute a binding commitment of both parties to
the  transfer  of  the  Shares.

The Company and its assignees shall have the right to purchase all, and not less
than  all, of the Shares on the terms described in the Transfer Notice (subject,
however,  to  any  change  in  such  terms  permitted  in the next paragraph) by
delivery  of  a  Notice of Exercise of the Right of First Refusal within 30 days
after  the  date  when  the  Transfer  Notice  was  received by the Company. The
Company's  rights  under this Subsection shall be freely assignable, in whole or
in  part.

If the Company fails to exercise its Right of First Refusal within 30 days after
the  date  when it received the Transfer Notice, you may, not later than 60 days
following  receipt of the Transfer Notice by the Company, conclude a transfer of
the  Shares subject to the Transfer Notice on the terms and conditions described
in  the Transfer Notice. Any proposed transfer on terms and conditions different
from  those described in the Transfer Notice, as well as any subsequent proposed
transfer  by you, shall again be subject to the Right of First Refusal and shall
require  compliance  with the procedure described in the paragraph above. If the
Company  exercises  its  Right  of  First  Refusal,  you and the Company (or its
assignees) shall consummate the sale of the Shares on the terms set forth in the
Transfer  Notice.

<PAGE>

The  Company's Right of First Refusal shall terminate upon the Company's initial
public  offering.

The  Company's  Right  of  First  Refusal  shall  inure  to  the  benefit of its
successors  and  assigns and shall be binding upon any transferee of the Shares.

RIGHT  OF  REPURCHASE

Following termination of your Service for any reason, the Company shall have the
right to purchase all of those vested Shares that you have or will acquire under
this  Option  (unvested  Shares  which  have  been  exercised  are  subject to a
Repurchase  Option  set  forth  in Exhibit A). If the Company fails  to  provide
                                   ---------
you  with  written  notice  of  its  intention to purchase such Shares before or
within  30 days of the date the Company receives written notice from you of your
termination  of  Service,  the  Company's  right  to  purchase such Shares shall
terminate.  If  the  Company  exercises  its  right to purchase such Shares, the
Company  will  consummate the purchase of such Shares within 60 days of the date
of  its  written  notice  to  you. The purchase price for any Shares repurchased
shall  be  the  higher  of  the  fair  market value of the Shares on the date of
purchase  or  the  aggregate Exercise Price for such Shares and shall be paid in
cash.  The Company's right of repurchase shall terminate in the event that Stock
is  listed on an established stock exchange or is quoted regularly on the Nasdaq
National  Market.  The  fair  market  value  shall be determined by the Board of
Directors  in  its  sole  discretion.

TRANSFER  OF  OPTION

Prior  to  your death, only you may exercise this Option. You cannot transfer or
assign  this  Option.  For  instance,  you may not sell this Option or use it as
security  for a loan. If you attempt to do any of these things, this Option will
immediately  become  invalid.  You  may, however, dispose of this Option in your
will.

Regardless  of  any  marital  property  settlement agreement, the Company is not
obligated  to  honor a Notice of Exercise from your spouse or former spouse, nor
is  the Company obligated to recognize such individual's interest in your Option
in  any  other  way.

RETENTION  RIGHTS

This  Agreement does not give you the right to be retained by the Company in any
capacity.  The  Company reserves the right to terminate your Service at any time
and  for  any  reason.

SHAREHOLDER RIGHTS

Neither  you,  nor your estate or heirs, have any rights as a shareholder of the
Company until a certificate for the Shares acquired upon exercise of this Option
has  been  issued.  No adjustments are made for dividends or other rights if the
applicable record date occurs before your stock certificate is issued, except as
described  in  the  Plan.

ADJUSTMENTS

In  the  event  of  a  stock  split, a stock dividend or a similar change in the
Company's  Stock,  the  number of Shares covered by this Option and the Exercise
Price  per  share  may  be  adjusted  pursuant to the Plan. Your Option shall be
subject  to  the terms of the agreement of merger, liquidation or reorganization
in  the  event  the  Company  is  subject  to  such  corporate  activity.

<PAGE>

LEGENDS

All  certificates  representing  the  Shares issued upon exercise of this Option
shall,  where  applicable,  have  endorsed  thereon  the  following  legends:

     "THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS  ON  TRANSFER  AND  OPTIONS TO PURCHASE SUCH SHARES SET FORTH IN AN
AGREEMENT  BETWEEN  THE  COMPANY  AND  THE  REGISTERED  HOLDER, OR SUCH HOLDER'S
PREDECESSOR  IN  INTEREST.  SUCH AGREEMENT IMPOSES CERTAIN TRANSFER RESTRICTIONS
AND  GRANTS  CERTAIN  REPURCHASE RIGHTS TO THE COMPANY (OR ITS ASSIGNS) UPON THE
SALE  OF  THE  SHARES OR UPON TERMINATION OF SERVICE WITH THE COMPANY. A COPY OF
SUCH  AGREEMENT  IS  ON  FILE AT THE PRINCIPAL OFFICE OF THE COMPANY AND WILL BE
FURNISHED  UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY BY THE HOLDER OF
SHARES  REPRESENTED  BY  THIS  CERTIFICATE.

     THE  SECURITIES  REPRESENTED  BY  THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER  THE  SECURITIES ACT OF 1933, OR THE SECURITIES LAWS OF ANY STATE, AND MAY
BE  OFFERED  AND  SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO THE RELEVANT
PROVISIONS OF FEDERAL AND STATE SECURITIES LAWS OR IF THE COMPANY IS PROVIDED AN
OPINION  OF  COUNSEL,  SATISFACTORY  TO  THE  COMPANY  AND  ITS  COUNSEL,  THAT
REGISTRATION  AND  QUALIFICATION  UNDER FEDERAL AND STATE SECURITIES LAWS IS NOT
REQUIRED."

APPLICABLE  LAW

This  Agreement  will be interpreted and enforced under the laws of the State of
Illinois  (without  regard  to  their  choice  of  law  provisions).

THE PLAN AND OTHER AGREEMENTS

The  text  of  the  Plan is incorporated in this Agreement by reference. Certain
capitalized  terms  used  in  this  Agreement  are  defined  in  the  Plan.

This  Agreement,  including  its attachments, and the Plan constitute the entire
understanding  between  you  and  the  Company  regarding this Option. Any prior
agreements,  commitments  or negotiations concerning this Option are superseded.

BY  SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS  DESCRIBED ABOVE AND IN THE PLAN.  YOU ALSO ACKNOWLEDGE THAT YOU HAVE
READ  SECTION  11,  "PURCHASER'S INVESTMENT REPRESENTATIONS" OF ATTACHMENT A AND
THAT  YOU  CAN  AND  HEREBY DO MAKE THE SAME REPRESENTATIONS WITH RESPECT TO THE
GRANT  OF  THIS  OPTION.

<PAGE>